TCR_Public/050421.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, April 21, 2005, Vol. 9, No. 93

                          Headlines

360NETWORKS: Asks Court for Final Decree Closing Subsidiary Cases
AES CLESA: Fitch Says Outlook on BB+ Corporate Rating is Stable
AFC ENTERPRISES: S&P Puts B+ Rating on $250 Million Secured Loan
ASSET SECURITIZATION: Fitch Affirms Low-B Ratings on Three Classes
ATHEROGENICS INC: Will Report First Quarter Results Today

AVAYA INC: Reports $36 Mil. Income from Second Quarter Operations
AVOTUS CORP: Formally Asks Shareholders to Okay Going Private Deal
BOBBY DEAL: Case Summary & 20 Largest Unsecured Creditors
BORDEN CHEMICAL: Gets Court Nod to Delay Entry of Final Decree
BURLINGTON IND: Inks Pact to Resolve RLI Insurance's $1.4M Claim

CALPINE CORP: Will Host First Quarter Earnings Call on May 2
CATHOLIC CHURCH: Spokane Gets Court Snub to Split Litigants Board
CATHOLIC CHURCH: Spokane Litigants Wants to Retain Traxi LLC
CELLNET TECHNOLOGY: S&P Junks $100 Million Senior Secured Facility
COMM 2001: Fitch Upgrades Three Low-B 2001-J1 Mortgage Certs.

COTT CORPORATION: Will Release First Quarter Financials Today
CRYOPAK IND: Closes 2nd Tranche of Private Debenture Placement
D & K STORES: Wants to Hire Broege Neumann as Bankruptcy Counsel
D & K STORES: Section 341(a) Meeting Slated for May 5
DELAFIELD 246 CORP: Disclosure Statement Hearing Set for May 19

DPL INC.: 10-K Filing Prompts S&P to Lift Rating to BB
ELANTIC TELECOM: Confirmed Plan Delivers 62% to Unsecured Class
ELLIOTT POPHAM: Case Summary & 20 Largest Unsecured Creditors
EURO GLOBAL: Case Summary & 18 Largest Unsecured Creditors
EXIDE TECHNOLOGIES: Board Appoints Jerome York as Director

EXIDE TECH: Wants Court to Approve Amended BTM Settlement Pact
FIBERMARK INC: Court Directs U.S. Trustee to Appoint Examiner
FRIEDMAN'S: Secures Plan Filing Extension & CEO Incentive Pay
GINGISS GROUP: Court Converts Ch. 11 Cases to Ch. 7 Liquidation
H. LIEBLICH: Voluntary Chapter 11 Case Summary

HEALTHSOUTH: Joel Gordon Resigns as Director & Chairman Emeritus
HOLLINGER INC: Prices Retractable Common Shares at $5.32 Per Share
HOLLINGER INT'L: Delaware Court Affirms Canadian Court's Decision
HOLLYWOOD CASINOS: Judge Callaway Halts Filing of Competing Plan
IAP WORLDWIDE: S&P Puts Low-B Ratings on Three Bank Loans

INTERSTATE BAKERIES: Delays Filing of Annual & Quarterly Reports
INTERSTATE BAKERIES: Teamsters Want Until May 21 to File Claim
IPSCO INC: Hosting First Quarter Webcast on Tuesday
JAMIE A. HAWLEY: Voluntary Chapter 11 Case Summary
KAISER ALUMINUM: Senior Noteholders Argue Notes Are Indeed Senior

KRAMONT REALTY: Centro Watt Merger Prompts Moody's to Hold Ratings
LAIDLAW INT'L: Writes Off $127 Million of Deferred Tax Assets
LARRY BJURLIN: Voluntary Chapter 11 Case Summary
LEWIS UNIVERSITY: Moody's Holds Ba1 Rating on $27 Million Bonds
LYONDELL CHEMICAL: Good Performance Prompts S&P to Lift Ratings

MAGSTAR TECHNOLOGIES: Equity Deficit Narrows to $4.9M at Dec. 31
MASSMUTUAL HIGH: Fitch Ups Fixed-Rate Secured Sub. Notes to BB
METROPOLITAN MORTGAGE: Files Amended Chapter 11 Plan in Washington
METROPOLITAN MORTGAGE: Plans to Sell Hawaii Lots to Generate Cash
METROPOLITAN MORTGAGE: Taps Fulcrum Financial as Consultants

MIRANT CORP: MAGi Bondholders Says Plan is Unconfirmable
MIRANT CORP: Wrightsville Sale Hearing Scheduled on May 25
MORGAN STANLEY: Fitch Puts Low-B Ratings on Three Mortgage Certs.
NATIONAL ENERGY: Court Confirms ET Debtors' First Amended Plan
NORTHERN OFFSHORE LIMITED: Section 304 Petition Summary

PILLOWTEX CORP: Committee Probes Executives' Links to Oaktree
PROTECTION ONE: Fitch Upgrades 2 Junk Ratings; Puts B+ on New Debt
QUAKER FABRIC: BofA Provides 5-Year $70 Million Senior Bank Loan
RCN CORP: Bankruptcy Court Lifts Injunction in ERISA Litigation

RELIANCE GROUP: Court Approves Minor Correction to RFSC Plan
RIVERSTONE INSURANCE: Section 304 Petition Summary
SHAW COMMS: Buys Back 4.35 Million Class B Shares for Cancellation
SOVEREIGN BANCORP: Fitch Affirms Ratings & Revises Outlook to Pos.
STEAKHOUSE PARTNERS: Auditors Raises Going Concern Doubt

STELCO INC: Councilman Supports Tricap's Appointment as Advisor
STRUCTURED ASSET: Fitch Junks Class 3-B-4 1992-2 Mortgage Issues
TEKNI-PLEX: Amending Solicitation to Show Increased Indebtedness
TELESYSTEM INT'L: Sets May 19 Meeting to Okay Sale to Vodafone
TEXAS BOOT: Case Summary & 20 Largest Unsecured Creditors

TFM S.A.: Places $460 Million of 9-3/8% Senior Notes Due 2012
THYSSENKRUPP BUDD: Budcan Buys 91.5% of Minority Common Shares
TRANSMETA CORP: Increases First Quarter Cash Guidance to $42 Mil.
TRUMP ENTERTAINMENT'S: Moody's Junk $1.25B Senior Unsecured Notes
UAL CORP: Court Denies Appointment of Section 1113 Representative

UAL CORPORATION: Paying Amendment Fees to Club DIP Lenders
UAL CORP: Wants to Enter Into Transition Pact with Air Wisconsin
US AIRWAYS: Discusses Merger with America West
USGEN NEW ENGLAND: Bankruptcy Court Sets Solicitation Procedures
VARTEC TELECOM: Has Until June 1 to File Plan of Reorganization

VITAL LIVING: Losses & Deficit Prompt Going Concern Doubt
WV FIBER: Case Summary & 20 Largest Unsecured Creditors
XL-CARE AGENCY: Case Summary & 4 Largest Unsecured Creditors

* Many Bankruptcy Code Amendments Take Effect October 17
* Keen Realty Says New Bankruptcy Law Has a Surprise for Retailers
* National Retail Federation Applauds Bankruptcy Code Amendments

                          *********

360NETWORKS: Asks Court for Final Decree Closing Subsidiary Cases
-----------------------------------------------------------------
Section 350(a) of the Bankruptcy Code provides that "[a]fter an
estate is fully administered and the court has discharged the
trustee, the court shall close the case."  Rule 3022 of the
Federal Rules of Bankruptcy Procedure further provides that
"[a]fter an estate is fully administered in a Chapter 11
reorganization case, the court, on its own motion or on motion of
a party in interest, shall enter a final decree closing the case."

By this motion, Reorganized 360networks, Inc. and its debtor-
affiliates ask the United States Bankruptcy Court for the Southern
District of New York to enter a final decree closing their
subsidiaries' Chapter 11 cases.

The Subsidiary Cases are:

      Case No.    Debtor
      --------    ------
      01-13722    Telecom Central, L.P.
      01-13726    360networks Holdings (USA) Inc.
      01-13729    360fiber Inc.
      01-13734    360fiber (USA 2) Inc.
      01-13736    360fiber (USA 3) Inc.
      01-13738    360networks (USA) of Virginia Inc.
      01-13740    360networks LLC
      01-13742    360networks Illinois LLC
      01-13744    360networks Iowa LLC
      01-13746    360networks Kentucky LLC
      01-13724    360networks Louisiana LLC
      01-13727    360networks Michigan LLC
      01-13733    360networks Tennessee LLC
      01-13737    360carrier Management Inc.
      01-13743    TRES Management LLC
      01-13745    Meet Me Room LLC
      01-13747    Carrier Centers Georgia, Inc.
      01-13748    Carrier Center LA, Inc.
      01-13749    Texas Carrier Centers Inc.
      01-13750    360pacific (USA) Inc.
      01-13730    360networks Mississippi LLC

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, in New
York, relates that only a limited number of tasks remain to be
completed in the Reorganized Debtors' Chapter 11 cases, including
resolution of some outstanding claims and final distribution to
unsecured creditors.  In addition, the Official Committee of
Unsecured Creditors continues to pursue:

    (a) certain avoidance actions that the Committee was
        authorized to prosecute under the Plan; and

    (b) the objections to the claims of the defendants in those
        actions.

"While the Debtors were not substantively consolidated under the
Plan, general unsecured claims against the Debtors were aggregated
for purposes of voting and distribution.  Therefore, open items
relating to the Subsidiary Cases can be handled under the Lead
Case," Mr. Lipkin says.

The Reorganized Debtors believe that the Court can handle the few
matters remaining open through the Lead Case.  Thus, Mr. Lipkin
notes, there would be no reason to keep the Subsidiary Cases open.

Mr. Lipkin believes that the Subsidiary Cases have been "fully
administered" within meaning of Section 350 of the Bankruptcy
Code and the Plan has been substantially consummated within
meaning of Section 1101(2) of the Bankruptcy Code for these
additional reasons:

    (a) the Confirmation Order has been final;

    (b) all of the property proposed to be transferred under the
        Plan has been transferred;

    (c) the Reorganized Debtors have assumed the business or
        management of the property under the Plan;

    (d) payments under the Plan have commenced; and

    (e) essentially all motions, contested matters and adversary
        proceedings have been finally resolved with regard to the
        Subsidiary Cases.

Mr. Lipkin adds that by closing the Subsidiary Cases, the
Reorganized Debtors would no longer incur the quarterly United
States Trustee fees for those cases, thereby preserving the assets
for their estates and creditors.

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber
optic communications network products and services worldwide.  The
Company and its 22 debtor-affiliates filed for chapter 11
protection on June 28, 2001 (Bankr. S.D.N.Y. Case No. 01-13721),
obtained confirmation of a plan on October 1, 2002, and emerged
from chapter 11 on November 12, 2002. Alan J. Lipkin, Esq., and
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, represent
the Company before the Bankruptcy Court.  When the Debtors filed
for protection from its creditors, they listed $6,326,000,000 in
assets and $3,597,000,000 in liabilities.  (360 Bankruptcy News,
Issue No. 83; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AES CLESA: Fitch Says Outlook on BB+ Corporate Rating is Stable
---------------------------------------------------------------
Fitch Ratings has affirmed the local and foreign currency
corporate ratings and Zurich Political Risk Insured Notes rating
of AES Clesa y Compania, S. en C. de C.V. at 'BB+' and revised the
Rating Outlook to Stable from Negative.  The Outlook revision
follows the sovereign Rating Outlook revision to Stable from
Negative, which had previously constrained the ratings of AES
Clesa.

AES Clesa's ratings are based on its low business risk profile,
efficient operations, stable cash flow generator, and constructive
regulatory environment.  The company's distribution business is
essentially operated as a natural monopoly in El Salvador,
reducing competition and other business risks.  Energy losses from
both technical and nontechnical factors are reasonable for a
nonurban electric distributor in Latin America (11.4%).

Management's strategy is to continue focusing on improving quality
of service standards, lowering costs, and enhancing revenues to
further strengthen the company's business position.

The ratings of AES Clesa also incorporate the economic, political,
and other sovereign risks inherent in investments in El Salvador.
The local and foreign currency ratings are constrained by El
Salvador's 'BB+' credit rating.  The Rating Outlook of El Salvador
was revised to Stable from Negative in February 2005 and reflects
progress on fiscal consolidation, the recently passed tax reforms,
and improved political environment.  Moreover, the potential
implementation of Central America Free Trade Agreement could
promote export and economic growth, which is needed to sustain the
fiscal consolidation process and reduce public sector debt
further.

During 2004, AES consolidated several of the administrative and
operational functions of its four Salvadorian distribution
companies (AES Clesa, CAESS, EEO, and DEUSEM).  The consolidation
is expected to improve customer service, operational efficiency,
and purchasing power.  In addition, several alliances with
commercial financial institutions were executed, expanding the
payment and information network service while reducing the number
of owned commercial offices.

Interest coverage ratios remained flat in 2004 compared with 2003
as increased physical sales in 2004 were offset by lower prices.
Sales grew to 683 GWh in 2004 from 625 GWh in 2003.  Energy spot
prices in El Salvador were lower than in the previous year
(average price for 2004 was $69/MWh versus $77.2/MWh in 2003).
EBITDA margins have been stable with the exception of 2001 when
EBITDA was pressured by lower demand reflecting the effects of the
2001 earthquakes and a high overcontracted position.  EBITDA in
2004 was $21.2 million resulting in interest coverage ratio of 2.7
times versus EBITDA of $22.2 million and coverage of 2.8x in 2003.

Leverage has improved over the past year as the company's debt has
been amortizing since December 2003.  Debt to EBITDA has improved
from 3.3 at December 2002 to 2.7 as of December 2004.  The
company's outstanding debt is a $58 million dollar notes, which
$38 million began semi-annual amortizations in December 2003-2010
and the remaining $20 million will begin amortizing semi-annually
in December 2005 through 2012.  Going forward, credit protections
measures are expected to improve based on continued demand growth,
operational efficiency improvement, and a debt level reduction.
Operational expenses are expected to decrease given the
operational synergies of the consolidation of many of
administrative departments at the AES distribution companies in El
Salvador.  Capital expenditures of approximately $4.5 million are
estimated for 2005 and are expected to be funded with internal
cash flow.

AES Clesa is an electricity distribution company based in Santa
Ana, El Salvador.  It serves approximately 257,000 customers in
the western region of El Salvador, including Santa Ana, the
country's second-largest city, as well as other surrounding areas.
AES Clesa is 79.66% owned by AES El Salvador, an indirect
subsidiary of AES and Energia Global International.


AFC ENTERPRISES: S&P Puts B+ Rating on $250 Million Secured Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Atlanta, Georgia-based AFC Enterprises Inc.'s planned $250 million
secured bank loan.

A recovery rating of '4' was also assigned to the loan, indicating
the expectation for marginal recovery of principal (25%-50%) in
the event of a payment default. Borrowings, along with the
proceeds from the sale of Church's Chicken, will be used for a
shareholder transaction and to repay the company's debt.

At the same time, Standard & Poor's raised its corporate credit
rating on AFC to 'B+' from 'B'.  The rating was removed from
CreditWatch, where it was previously placed with positive
implications.  The rating outlook is stable.

"The ratings reflect AFC's participation in intensely competitive
quick-service sector of the restaurant industry, increased
competition from larger hamburger chains, and a highly leveraged
capital structure," said Standard & Poor's credit analyst Robert
Lichtenstein.  "These risks are only partially mitigated by the
company's established presence in the industry and its minimal
capital requirements as an operator of a predominantly (97%)
franchised system."

AFC now operates only Popeyes Chicken & Biscuits Restaurants after
divesting its Church's Chicken, Cinnabon, and Seattle's Best
Coffee brands.  Popeyes, with 2004 systemwide sales of about $1.5
billon, is the third-largest domestic quick-service chicken
restaurant, with about a 10% market share.

However, KFC, a unit of YUM! Brands Inc., is the leading
competitor in the sector, with about a 38% market share, followed
by Chick-Fil-A, with about an 11% market share.  Moreover, the
major hamburger chains, including McDonalds and Wendy's, have
increased their chicken offerings, especially in boneless,
providing additional competition for chicken operators.  Popeyes
(with a mainly bone-in chicken menu) plans to introduce new
boneless chicken offerings to capture part of the growing boneless
chicken market.


ASSET SECURITIZATION: Fitch Affirms Low-B Ratings on Three Classes
------------------------------------------------------------------
Fitch Ratings upgrades and removes from Rating Watch Positive the
classes of Asset Securitization Corporation's commercial mortgage
pass-through certificates, series 1996-MD VI:

   -- $44.8 million class A-4 to 'AA+' from 'AA';
   -- $22.4 million class A-5 to 'AA' from 'A-'.

These classes are affirmed by Fitch:

   -- $49.2 million class A-6 'BBB';
   -- $71.6 million class A-7 'BB+';
   -- $35.8 million class B-1 'B-';
   -- $1,000 class B-1H at 'B-'.

Classes A-1C, interest-only class CS-3, class A-2 and class A-3
are not rated by Fitch.

The upgrades are due to loan repayments and scheduled
amortization.  As of the April 2005 remittance date, the
transaction has paid down 50.4% since issuance.  Currently, three
of the four remaining loans in the pool have a Fitch debt service
coverage ratio that is greater than issuance.

The Horizon portfolio continues to exhibit declining performance
and remains a loan of concern.  Representing 20.9% of the pool,
the loan is collateralized by five factory outlet centers located
in three states.  The adjusted net cash flow for the trailing 12
months ending Sept. 30, 2004, has declined 41.9% from the
underwritten Fitch NCF at issuance.  Fitch's DSCR is now below
1.00 times at .97x. versus 1.56x at issuance.  The weighted
average occupancy level of the centers continues to decline as
well.  As of September 2004, the weighted average occupancy was
85%, down from 89% as of December 2003 and 94% at issuance.

The largest loan in the pool, the MHP loan, representing 48.3% of
the pool, consists of four full-service hotels located in three
states.  While the TTM September 2004 numbers show a small decline
over year-end 2003, the Fitch stressed DSCR improved slightly to
1.84x as compared to 1.81x for YE 2003.  This is primarily
attributed to principal amortization which resulted in a lower
outstanding loan balance.

The Columbia Sussex portfolio represents 23.8% of the pool and is
secured by 10 full-service hotels located in seven states.  Hotel
flags consist of Marriott, Sheraton, Radisson and Holiday Inn.
TTM operating results ending Sept. 30, 2004 have shown improvement
over the past year, with Fitch's DSCR increasing to 1.69x as
compared to 1.31x for YE 2003.  The weighted average revenue per
available room and occupancy for the portfolio have both improved
as well.

The last loan in the transaction, representing 7% of the pool
balance, is the Palmer Square loan.  The loan is secured by a
mixed use property consisting of three mixed use office and retail
buildings, a full-service hotel and a two parking facilities.  The
TTM DSCR as of September 2004 increased to 3.12x as compared to YE
2003 DSCR of 2.88x.  The weighted average occupancy remains strong
at 95% as of September 2004.

Fitch will continue to monitor this transaction for any additional
changes in operating performance.


ATHEROGENICS INC: Will Report First Quarter Results Today
---------------------------------------------------------
AtheroGenics Inc. (Nasdaq: AGIX) expects to report its first
quarter 2005 results of operations on today, April 21, 2005,
before the U.S. financial markets open.

Company officials will provide a company update and discuss first
quarter results via conference call and webcast today, April 21,
2005, at 9:00 a.m. ET.  To access the call, dial:

            1-877-407-8031 (domestic)

                      -- or --

            1-201-689-8031 (international)

five minutes prior to the start time.

A replay of the call will be available from 11:00 a.m. ET on
April 21, until 11:59 p.m. ET on April 28, 2005.  Rebroadcast
numbers are:

            1-877-660-6853 (domestic)

                     -- or --

            1-201-612-7415 (international)

account number 286 and conference ID number 146369.

To access the call by live webcast, please log on to the Investor
Relations/Investor Calendar section of the company's corporate
website at http://www.atherogenics.com/

An archived version of the webcast will be available at the same
location through July 21, 2005.

AtheroGenics, Inc. -- http://www.atherogenics.com/-- is focused
on the discovery, development and commercialization of novel drugs
for the treatment of chronic inflammatory diseases, including
heart disease (atherosclerosis), rheumatoid arthritis and asthma.
The Company has two drug development programs currently in the
clinic.  AtheroGenics' lead compound, AGI-1067, is being evaluated
in the pivotal Phase III clinical trial called ARISE, as an oral
therapy for the treatment of atherosclerosis.  AGI-1096 is a
novel, oral agent in Phase I that is being developed for the
prevention of organ transplant rejection in collaboration with
Fujisawa.  AtheroGenics also has preclinical programs in
rheumatoid arthritis and asthma using its novel vascular
protectant(R) technology.

As of December 31, 2004, AtheroGenics' stockholders' deficit
widened to $35,942,382 compared to a $18,839,547 deficit at
September 30, 2004.


AVAYA INC: Reports $36 Mil. Income from Second Quarter Operations
-----------------------------------------------------------------
Avaya Inc., (NYSE: AV) reported $36 million income from continuing
operations in the second fiscal quarter of 2005.

In the same quarter last year the company reported $103 million
income from continuing operations.  Included in the $103 million
were one-time items that had a $63 million net favorable impact.

Avaya's second fiscal quarter 2005 revenues increased 21 percent
to $1.222 billion compared to revenue of $1.006 billion in the
second fiscal quarter of 2004.  The revenue increase reflected the
impact of recent acquisitions and revenue growth outside of the
United States.  The company said U.S. product and services
revenues declined year-over-year.  Avaya's overall IP product
sales rose nearly 30 percent year-over-year.  Outside of the
United States, IP product sales rose more than 50 percent compared
to the year ago period.

"Although our performance this quarter was not up to our
expectations, we're confident in the opportunity in IP telephony
and our competitive advantage," said Don Peterson, chairman and
CEO, Avaya.  "Three key factors affected our overall performance:
our implementation of a new go-to-market model in the United
States, which has created some disruption affecting U. S. sales,
the impact of the Tenovis integration and early signs of potential
softness in the U.S. technology market.  We will take actions to
manage our business, including a tighter focus on cost control, to
meet these challenges, improve our performance in the United
States and build on our strength in other markets."

                        Year-To-Date Results

Revenues for the first six months of fiscal 2005 were
$2.370 billion, an increase of 20 percent compared to revenues of
$1.977 billion for the first six months of fiscal 2004.  Avaya
earned $69 million or 15 cents per diluted share from continuing
operations in the first six months of fiscal 2005, compared to
income from continuing operations of $133 million or 30 cents per
diluted share in the first six months of 2004.

                       Outlook for the Year

Avaya said it expects its performance in the second half will
improve with sequential increases in the third fiscal quarter in
revenues and profitability and with revenue growth and
profitability accelerating in the fourth fiscal quarter.  However,
the company believes it will not meet its previously stated goals
for growing revenues, operating income and operating margin in
fiscal 2005.

                      Stock Buyback Program

Avaya said its board of directors authorized a share repurchase
plan.  Under the plan, Avaya is authorized to repurchase up to
$500 million of its outstanding shares of common stock from time
to time over the next two years.

These repurchases will be made at management's discretion in the
open market or in privately negotiated transactions in compliance
with applicable securities laws and other legal requirements and
are subject to market conditions, share price, the terms of
Avaya's credit facility and other factors.

The plan does not obligate Avaya to acquire any particular amount
of common stock and the plan may be suspended or discontinued at
any time.

The stock repurchase plan will be funded using Avaya's cash on
hand.

                 Second Fiscal Quarter Highlights

Customer Wins

The U.S. Customs and Border Protection, a Federal agency
responsible for protecting the nation's borders and ports of
entry, is using Avaya Communication Manager and Avaya Media
Servers to link its headquarters in Washington, D.C. with its
branch offices to support business continuity and disaster
recovery.  Security has been supported through a security
assessment conducted by Avaya Global Services, the installation of
an Avaya Security Gateway and Avaya's media encryption.

AOL Europe, the European business unit of America Online, Inc.,
the world's leading interactive services company with more than
29 million members globally, has awarded Avaya a contract to
provide three contact centers covering 14 locations with IP
telephony.  These new IP contact centers will enable AOL to
improve the speed, cost and reliability of customer services it
offers to its more than 6.3 million members in France, Germany,
the UK and Ireland.

BAR Honda will use IP telephony and modular messaging to improve
mobile communication for over 100 employees while competing at 19
races all over the world -- from Monaco to Brazil.  At each race,
BAR Honda's trackside operations are supported by mobile offices
built into large trucks.  The mobile offices enable employees to
use softphones across broadband telephony to make communication
easier and reduce communication costs while on location in other
countries by an estimated 30 percent.

Tianjin Electric Power Corp. -- TEPCO, a leading power company in
China, selected Avaya technology and solutions for building a
converged communications system in an effort to raise efficiency
and benefit from advanced communications functions and
applications.  Avaya will provide a total solution comprising an
Avaya S8700 media server, G650 gateway, IP phones and IP
Softphones.

Mercedes Benz-Colombia installed an Avaya IP Telephony solution to
improve customer satisfaction and cost efficiencies throughout the
organization, connecting the company's main office in Bogota with
a showroom in the north of the city, and a bus maintenance
facility.  The Avaya solution also includes unified communication,
which incorporates e-mail, voice mail and fax and allows users to
access information from any phone, check e-mail and voice mail,
set up conference calls, and manage directories and databases for
contacts using voice commands.

DIRECTV implemented Avaya MultiVantage(TM) Communications
Applications in new contact centers.  The implementation is a
centralized, IP contact center where calls and applications are
distributed to agents in the two new centers.

Awards

Avaya received "Best in Test" back-to-back awards in competitive
testing for both large and mid-sized IP PBXs by Miercom, an
independent test lab.  In the large category, Avaya was the only
vendor to record a perfect call-completion rating under grueling
load tests of 50,000 calls an hour, and had the fastest call-
control failover time, which indicates the speed of recovery in
the event of a system disruption.  In Miercom's mid-market tests
Avaya IP telephony solutions again earned one of the highest
scores ever reported in the competition, which is widely
recognized as the most rigorous and prestigious in the industry.

Avaya's Session Initiation Protocol telephony solutions received
an Editor's Choice Award from Network Computing magazine for
providing the best interoperability with third-party phones and a
mature, rich set of features.

Avaya received the Frost and Sullivan Award for Contact Center
End-User Choice in North America based on a survey of senior
contact center decision-makers, being voted the overwhelming
favorite in every category measured -- including best overall
solution, customer service, and training -- and was cited for
having the easiest and most open integrated solution.

Contact Center Express, the company's first multimedia contact
center solution designed specifically for medium-sized businesses
received a "2004 Product of the Year" award by Customer
Interaction Solutions Magazine, the leading trade publication in
the CRM, call center and teleservices space.

Products/Alliances

Avaya will deliver advanced mobility capabilities powered by its
Internet Protocol-based software to the Nokia-developed Series 60
Platform.  The company's Communication Manager software-part of
the suite of Avaya MultiVantage(TM) Communications Applications-
will transform Series 60 mobile devices into fully functional
office phones, extending full business telephony capabilities to
mobile users.

Avaya Remote Managed Services is one of the first commercially
available remote services that enables businesses to monitor and
manage their converged Internet protocol telephony networks -- in
which voice and data share the same network infrastructure --
without disrupting voice service.  The new software-based service
proactively monitors the relationship between voice and data IP
applications as well as their shared physical network
infrastructure in a holistic way to enable businesses to quickly
detect and in many cases automatically resolve performance issues
at their source, before they can affect network operation.

Avaya expanded its DeveloperConnection program to include
qualified systems integrators, service providers and customers.
There currently are more than 400 software and hardware developer
companies around the globe who are members.  They have created
hundreds of innovative solutions tested for Avaya compliance.
Avaya is also creating a technology incubator, open without
restriction, that enables developers to learn about Avaya
technologies, obtain discounted pricing for certification training
and products, and have access to the company's application
programming interfaces at no cost.

Avaya hosted a conference call with a listen-only Q&A session to
discuss these results on Tuesday, April 19, 2005.  For those
unable to participate, there will be a playback available through
April 26, 2005.  For the replay, if you are calling from within
the United States, please dial 800-642-1687.  If you are calling
from outside the United States, please dial 706-645-9291.  The
passcode for the replay is 4869246.

Avaya, Inc. -- http://www.avaya.com/-- designs, builds and
manages communications networks for more than one million
businesses worldwide, including more than 90 percent of the
FORTUNE 500(R).  Focused on businesses large to small, Avaya is a
world leader in secure and reliable Internet Protocol telephony
systems and communications software applications and services.

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -- Avaya helps customers leverage existing and
new networks to achieve superior business results.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Basking Ridge, New Jersey-based Avaya, Inc., to 'BB'
from 'B+'.

"The rating upgrade reflects an improved business profile,
characterized by a better market environment for enterprise
telephony products, greater geographic and product coverage, and a
leaner cost structure, along with a stronger financial profile,
including improved profitability, sharp reductions in funded debt
and an improved liquidity position," said Standard & Poor's credit
analyst Joshua Davis.  S&P says the outlook is revised to stable.

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Moody's Investors Service upgraded the senior implied rating of
Avaya, Inc., to Ba3 from B1. Moody's simultaneously withdrew the
ratings of the 11-1/8% senior secured notes that have been
substantially redeemed.  The ratings outlook is positive.

Ratings upgraded include:

   * Senior implied rating to Ba3 from B1

   * Issuer rating to B1 from B2

   * Shelf registration for senior unsecured debt and preferred
     stock to (P)B1 and (P)B3 from (P)B2 and (P)Caa1,
     respectively.

Ratings withdrawn include:

   * Senior secured notes at B1.


AVOTUS CORP: Formally Asks Shareholders to Okay Going Private Deal
------------------------------------------------------------------
Avotus Corporation (TSX Venture: AVS) mailed its management
proxy circular to holders of common shares of record as of
April 14, 2005, in connection with the previously announced
proposed going-private transaction.

As reported in the Troubled Company Reporter on Apr. 18, 2005,
Avotus is seeking shareholder approval for a plan to take the
Corporation private in response to a proposal from Jefferson
Partners, Avotus' largest shareholder controlling approximately
15% of the outstanding common shares and 72% of the outstanding
preferred shares.

The Company's board of directors, acting on the recommendation of
a committee of independent directors of Avotus formed to consider
the proposal, has recommended to common shareholders that the
proposal be accepted.

The ratio to be used in the proposed common share consolidation is
one new Avotus common share for each 1,850,000 existing Avotus
common shares.  Avotus has entered into support agreements with
shareholders holding an aggregate of 11,649,129 common shares
(representing 63.69% of the outstanding common shares of Avotus)
and 81,620,239 series A preferred shares (representing 99.04% of
the outstanding series A preferred shares of Avotus) in connection
with the proposed transaction.

Shareholders having entered support agreements include:

   * Roynat Capital, Inc. (1,897,092 common shares and 10,394,754
     series A preferred shares of Avotus),

   * Manulife Financial Corporation, (1,612,904 common shares of
     Avotus), and

   * Avotus directors (2,388,281 common shares of Avotus).

                        Debt Financing

In connection with the going private transaction, Jefferson
Partners has committed to provide Avotus with debt financing to
provide sufficient funds to redeem all fractional common shares
following the consolidation, up to a maximum of $2.8 million.

Jefferson Partners has also committed to provide Avotus with
additional debt financing to support the funding of its 2005
business plan, up to a maximum of $4 million.

Affiliates of Jefferson Partners, holding 3,805,399 common shares
and 59,835,266 series A preferred shares and the board of
directors of Avotus have indicated that they will vote in favour
of the consolidation.  Shareholders holding an aggregate of
4,718,104 common shares and 20,601,964 series A preferred shares,
including Roynat Capital Inc. (which holds 1,981,684 common shares
and 10,394,754 preferred shares) and certain former shareholders
of Formity Systems, Inc. (which hold 1,082,755 common shares and
10,207,210 preferred shares), have entered into support agreements
with Avotus and an affiliate of Jefferson Partners whereby they
have agreed, among other things, to vote in favour of the
consolidation.  Of the shareholders who have indicated their
support for the consolidation, 4,242,284 common shares are held by
shareholders who will be included among the Minority Shareholders.
It is anticipated that additional shareholders will enter into
support agreements with Avotus and a subsidiary of Jefferson
Partners following the date hereof setting out their agreement to
vote in favour of the consolidation as well as the terms of their
ongoing involvement as shareholders of Avotus following the
consolidation.  As continuing shareholders, the shareholders,
including Jefferson Partners and Roynat Capital Inc., will not be
included among the Minority Shareholders.

                        May 16 Annual Meeting

Avotus plans to solicit common shareholder approval for the going-
private transaction coincident with its annual meeting of
shareholders on May 16, 2005.  The annual and special meeting will
be held at Avotus' head office at 110 Matheson Boulevard West,
Suite 300, Mississauga, Ontario.

Avotus Corporation -- http://www.avotus.com/-- provides solutions
that dramatically reduce the cost and complexity of enterprise
communications.  Intelligent Communications Management is Avotus'
unique model for a single, actionable environment that enables any
company to bring together decision-critical information about
communications expense management, procurement and systems usage
for wired, wireless and VoIP systems.  Deployed as an onsite or
hosted application, or as a completely outsourced value-added
managed solution, Avotus enables dramatic savings while improving
productivity and efficiency.  Avotus is empowering Fortune 500
companies as well as thousands of other organizations worldwide to
gain insight into and control over their communications
environment.  Its solutions are strongly supported and endorsed by
industry-leading partners such as Avaya, Cisco, and Nortel.

At September 30, 2004, Avotus Corporation's balance sheet deficit
narrowed to $536,144 compared to a $16,881,103 deficit at
December 31, 2003.


BOBBY DEAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bobby Ray Deal
        dba Nashville Warehouse Tire
        2530 Franklin Road
        Nashville, Tennessee 37204

Bankruptcy Case No.: 05-04765

Type of Business: The Debtor is a tire wholesaler and retailer.

Chapter 11 Petition Date: April 19, 2005

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church Street Ste 410
                  Nashville, Tennessee 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Total Assets: $1,420,000

Total Debts:  $1,367,427

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Harris, Iathia                                 $75,000
c/o Denty Cheatham
43 Music Square West
Nashville, TN 37203

Goodyear Tire and                              $52,000
Rubber Co.
[Address not provided]

Wells Fargo                                    $50,058
Mastercard
P.O. Box 348750
Sacramento, CA 95834

Rabin Tire Company                             $37,819
c/o Steven P. Westbrook
P.O. Box 150349
Nashville, TN 37215

MBNA America                                   $26,755
P.O. Box 15137
Wilmington DE 19886

American Express (U)                           $19,869
P.O. Box 360002
FT Lauderdale, FL 33336

VISA                                           $18,464
Bankcard Services
P.O. Box 15026
Wilmington, DE 19850

Citibank M/C (U)                               $17,953
P.O. BOX 8111
South Hackensack, NJ 076068111

Wooten, George                                 $15,000
c/o Denty Cheatham, Esq.
43 Music Square West
Nashville, TN 37203

IRS (P)                                        $14,358
801 Broadway MDP146
Nashville, TN 37203

American Express Bank                          $14,316
P.O. Box 30799
Salt Lake City, UT 84130

MBNA America                                   $14,088
P.O. Box 15137
Wilmington DE 19886

Citibank M/C (U)                                $5,000
P.O. Box 6575
The Lakes, NV 88901

American Express                                $4,802
P.O. Box 650448
Dallas, TX 75265

Citibank M/C (U)                                $4,598
P.O. Box 6575
The Lakes, NV 88901

Home Depot (U)                                  $4,518
P.O. Box 105980
Department 51
Atlanta, GA 303535980

Citadel Broadcasting                            $3,200
506 2nd Avenue South
Nashville, TN 37210

American Express (U)                            $3,189
P.O. BOX 360002
FT Lauderdale, FL 33336

US Bankcorp                                     $2,790
P.O. Box 790448
Saint Louis, MO 63179

Fisher Anderson LC                                $644
13475 Danielson Street, Suite 120
Poway, CA 92064


BORDEN CHEMICAL: Gets Court Nod to Delay Entry of Final Decree
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Borden Chemicals and Plastics Operating Limited Partnership and
BCP Management, Inc.'s request to delay entry of a final decree in
their chapter 11 cases until Aug. 15, 2005.  The Court likewise
extended the time by which the Debtors must file their final
reports through July 15, 2005.

Entry of a Final Decree and the filing of a Final Report occur
when administration of the Estate is complete.  Since these cases
are liquidating Chapter 11 cases, the Debtors believe they need to
keep their cases open in order to marshal its assets for
distribution under the Plan.

Since the effective date, the Debtors say they have devoted
substantial time to resolve issues between the estates:

   -- prosecuting hundreds of preference actions;

   -- reviewing, reconciling, and objecting to claims filed
      against the Debtors' bankruptcy estates; and

   -- liquidating Borden's remaining real estate assets and
      emissions credits.

Although the Debtors do not anticipate their cases will be very
active, a few preference actions and claims objections need to be
resolved.  Those actions should increase the size of the estates,
and reduce the number of claims against the estates.  The Debtors
add that there are still other assets remaining to be sold.

Headquartered in Geismar, Louisiana, Borden Chemicals and Plastics
Operating Limited Partnership filed a voluntary chapter 11
petition in the U.S. Bankruptcy Court for the District of Delaware
on Apr. 1, 2001 (Bankr. D. Del. Case Nos. 01-01268).  On March 22,
2002, the Company's affiliate, BCP Management, Inc., filed for
chapter 11 protection in the U.S. Bankruptcy Court for the
District of Delaware (Bankr. D. Del. Case No. 02-10875).  The
Court confirmed the Debtors' Third Amended Joint Plan of
Liquidation on Feb. 5, 2003, allowing the Debtors to emerge from
bankruptcy protection on March 13, 2003.


BURLINGTON IND: Inks Pact to Resolve RLI Insurance's $1.4M Claim
----------------------------------------------------------------
The BII Distribution Trust, the North Carolina Self-Insurance
Guaranty Association and RLI Insurance Company have agreed to
resolve certain of their disputes with respect to Claim No. 1039.

On July 11, 2002, RLI Insurance filed Claim No. 1039 for
$1,408,000, asserting a $250,000 secured claim and a $1,158,000
unsecured claim.  Claim No. 1039 was filed a result of a
contingent liability that RLI Insurance alleged it would have
pursuant to nine separate surety bonds outstanding as of the
Petition Date.

                            The Bonds

RLI Insurance issued six surety bonds to U.S. Customs totaling
$554,000 and two performance bonds totaling $54,000, which were
included as part of the Claim.

On April 4, 2001, RLI Insurance also issued Bond No. CMS0100298
for $800,000 to the North Carolina Department of Insurance
related to the Debtors' contingent liability for their workers'
compensation claims incurred during their seven-year period of
self-insurance from October 1, 1990, through September 30, 1997,
at certain textile and manufacturing plants located in North
Carolina.  The Workers' Compensation Bond comprises the Debtors'
statutory deposit pursuant to N.C. Gen. Stat. 97-185.  The
Debtors were authorized to continue complying with prepetition
obligations arising from the workers' compensation programs and
to continue complying with obligations to RLI Insurance.

                      The Letter of Credit

Claim No. 1039 asserts that an irrevocable standby Letter of
Credit, identified by JP Morgan Chase Bank as Letter of Credit
#72434, as amended, secures any and all of the liability asserted
in the Claim.  The Letter of Credit was originally issued in
March 2002 for $250,000 and subsequently increased to $850,000 in
November 2002.  The Letter of Credit will expire on March 11,
2006.

The NCSIGA was created to pay certain covered claims for
insolvent self-insured employers.  Pursuant to the North Carolina
state laws, the Debtors' statutory deposit has been transferred
to the NCSIGA, which is entitled to expend the proceeds of the
Workers' Compensation Bond for the payment of Covered Claims and
related expenses.  As of March 10, 2005, the NCSIGA has not
assumed payment of the Debtors' Covered Claims and has not made
any demand on the Workers' Compensation Bond.  In addition, there
are no known outstanding liabilities with respect to the
Performance Bonds or the Custom Bonds.

The Debtors have objected to the allowance of Claim No. 1039,
asserting that:

   -- their records reflect that the Claim is not a valid
      obligation of the Debtors' estates and no amount is owing
      or due;

   -- the Claim is a contingent claim which should be reduced to
      zero;

   -- a certain portion of any liability under the Claim has been
      assumed by Insuratex, Ltd.; and

   -- the Claim is entitled to secured status to the extent and
      in the form of the Letter of Credit issued for RLI
      Insurance's benefit.

In response, RLI Insurance reasserted its right to a secured
claim for $850,000 and an unsecured claim for $595,000.  RLI
Insurance argued that it has not been released from any liability
under any of the nine separate surety bonds it issued on the
Debtors' behalf and still outstanding as of the Petition Date.

To resolve their disputes, the parties agree that:

   (a) Any claim that RLI Insurance may have against the Trust,
       the Debtors and their estates, whether asserted in Claim
       No. 1039 or otherwise, is secured by the Letter of Credit;

   (b) RLI Insurance's right to payment on account of the
       liabilities asserted in the Claim or otherwise, will be
       limited to its rights to any amounts available under the
       Letter of Credit;

   (c) In complete and absolute satisfaction of the Claim, RLI
       Insurance will draw on the entire proceeds of the Letter
       of Credit and pay to the NCSIGA $800,000, as complete
       satisfaction and in exchange for an immediate, complete
       and full release of the Workers' Compensation Bond;

   (d) Upon making the Bond Settlement Payment, the Workers'
       Compensation Bond will be deemed exonerated and the Claim
       will be deemed withdrawn with prejudice, without the need
       for any further action by the Court or RLI Insurance, and
       the Trust will be released from all liabilities with
       respect to the Claim, the Bond and any other liabilities
       included in the Claim.  Upon receipt of the Bond Payment,
       the NCSIGA will return the Workers' Compensation Bond to
       RLI Insurance.  The remaining $50,000 available from the
       draw of the Letter of Credit will be divided evenly
       between RLI Insurance and the Trust;

   (e) The Trust will pay the previously agreed-upon claims
       settlements regarding the Gladys Meadows and Robert Strong
       workers' compensation claims.  In exchange for the claim
       settlements, the NCSIGA will release the Trust from any
       further liability for the Debtors' North Carolina workers'
       compensation claims incurred during the period of self-
       insurance, and claims-related expenses.  The NCSIGA will
       reimburse the Trust for its payment of the settlements
       regarding the Gladys Meadows and Robert Strong workers'
       compensation claims;

   (f) The NCSIGA will assume complete and total responsibility
       for the Debtors' North Carolina workers' compensation
       program during the Self-Insurance Period.

       The NCSIGA reserves the right to seek reimbursement
       pursuant to existing insurance contracts and reinsurance
       contracts with Insuratex covering the Debtors' workers'
       compensation claims incurred during the periods any
       policies were in force.  The Trust will assign to the
       NCSIGA any and all necessary rights and power of attorney
       including but not limited to any excess workers'
       compensation policies and any other insurance or
       reinsurance, if applicable, with respect to the Self
       Insurance Period;

   (g) The Trust will maintain any existing medical and personnel
       records related to the Workers' Compensation Claims until
       December 31, 2005.  After that date, the records will
       become the complete and total responsibility of the NCSIGA
       unless the custody and control of the records will be
       extended by subsequent agreement between the Trust and the
       NCSIGA; and

   (h) Any funds received by the NCSIGA pursuant to the
       Stipulation will be used for the payment of the covered
       claims and claims-related expenses incurred by the NCSIGA
       arising out of the Debtors' insolvency and the Workers'
       Compensation Claims.  However, after a period of not less
       than five years, if all known Covered Claims against the
       Debtors have been discharged, any remaining funds will be
       available to the NCSIGA for use in accordance with its
       statutory purpose.

Headquartered in Greensboro, North Carolina, Burlington
Industries, Inc. -- http://www.burlington-ind.com/-- was one
of the world's largest and most diversified manufacturers of soft
goods for apparel and interior furnishings.  The Company filed
for chapter 11 protection in November 15, 2001 (Bankr. Del. Case
No. 01-11282).  Daniel J. DeFranceschi, Esq., at Richards, Layton
& Finger, and David G. Heiman, Esq., at Jones Day, represent the
Debtors.  WL Ross & Co. LLC purchased Burlington Industries and
then sold the Lees Carpets business to Mohawk Industries, Inc.
Combining Burlington with Cone Mills, WL Ross created
International Textile Group.  Burlington's chapter 11 Plan
confirmed on October 30, 2003, was declared effective on Nov. 10,
2003.  (Burlington Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Will Host First Quarter Earnings Call on May 2
------------------------------------------------------------
Calpine Corporation (NYSE: CPN) plans to announce its first
quarter 2005 financial results on Thursday, May 5, 2005, before
the market opens.  The company has scheduled a conference call to
discuss the results at 8:30 a.m. Pacific Daylight Time on that
day.

Interested parties may access the teleconference via a web cast on
Calpine's Investor Relations page -- http://www.calpine.com/-- or
by dialing 1-888-603-6685 (1-706-634-1265 for international
callers) at least five minutes before the start of the call.  The
call will be open to the public and media in a listen-only mode by
telephone and web broadcast.  A replay and transcript of the
conference call will be available for 30 days on Calpine's
Investor Relations page at http://www.calpine.com/

                        About the Company

A major power company, Calpine Corporation supplies customers and
communities with electricity from clean, efficient, natural gas-
fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states, three
Canadian provinces and the United Kingdom.  Its customized
products and services include wholesale and retail electricity,
natural gas, gas turbine components and services, energy
management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN. For more
information, visit http://www.calpine.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Calpine Corp.'s (B/Negative/--) $736 million unsecured convertible
notes due 2014.  The rating on the notes is the same as Calpine's
existing unsecured debt and two notches lower than the corporate
credit rating.  S&P said the outlook is negative.


CATHOLIC CHURCH: Spokane Gets Court Snub to Split Litigants Board
-----------------------------------------------------------------
As previously reported, the Official Tort Claimants' Committee
argued that it is wrong for the Diocese of Spokane to seek the
disbandment of the Tort Litigants Committee and force its members
onto the Tort Claimants' Committee even though both Committees
and, apparently, the U.S. Trustee agree that the interests of the
constituents of both Committees are adverse.

George E. Frasier, Esq., at Riddell Williams P.S., in Seattle,
Washington, notes that although the Diocese attempts to cast its
request to disband as directed to adequate representation,
Spokane's arguments are directed almost exclusively to its
concerns about the cost of two committees.

Mr. Frasier explains that the Tort Claimants' Committee also is
concerned about the costs of the case and is working diligently to
control them.  However, two committees are necessary because of
significant adversity between the interests of their constituents.

Mr. Frasier asserts that the U.S. Bankruptcy Court for the
Eastern District of Washington lacks authority to review the
decision of the U.S. Trustee to remove Tort Litigants from the
Tort Claimants' Committee and appoint an Official Tort Litigants'
Committee.  Mr. Frasier notes that decisions of other courts
indicating that bankruptcy courts have the authority to review the
decisions of the U.S. Trustee are distinguishable or incorrectly
decided.

"Two committees representing the same class of creditors,
regardless of any disagreement among the members, does not justify
threatening the [Diocese of Spokane's] ability to reorganize,"
Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke &
Miller LLP, in Spokane, Washington, asserts.

If the U.S. Bankruptcy Court for the Eastern District of
Washington has the authority to determine whether an additional
committee is necessary to assure adequate protection, Mr. Paukert
says, then the Court also has the authority to disband a committee
if doing so will not detract from adequate representation of
creditors.

Besides, Mr. Paukert continues, the Diocese does not seek to
remove any particular creditor from participating as a
representative of a committee.  It only seeks to remove
duplicative attorney's fees and costs associated with the
appointment of two committees.

Mr. Paukert points out that the Court has an inherent obligation
to monitor the Diocese's estate and serve the public interest by
ensuring that bankruptcy costs do not threaten the integrity of
the bankruptcy process.  Under the fee rates proposed by both of
the Committees' counsel, fees will approach $1,000 per hour.  Mr.
Paukert maintains that fees of this magnitude will threaten the
Diocese's ability to reorganize.

                           *     *     *

For the reasons stated in open court, Judge Williams denies the
Diocese of Spokane's request to disband the Tort Litigants
Committee.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Litigants Wants to Retain Traxi LLC
------------------------------------------------------------
The Committee of Tort Litigants in the Diocese of Spokane's
Chapter 11 case seeks the U.S. Bankruptcy Court for the Eastern
District of Washington's authority to retain Traxi LLC as its
financial advisor effective as of March 30, 2005.

Richard Frizzell, Chairman of the Litigants Committee, notes that
the Diocese's case raises complex financial issues that must be
resolved as part of its reorganization.  This includes, Mr.
Frizzell says, a determination of:

    -- the scope and value of the property of the estate,

    -- the financial relationship of the Diocese and parishes,
       schools and affiliated Catholic institutions,

    -- the procedure for filing, allowing and quantifying claims,
       including personal injury claims against the estate, and

    -- the financial ability of the Diocese to confirm a feasible
       reorganization plan.

The members of the Litigants Committee also require assistance in
analyzing the finances of the Diocese and its related entities,
Mr. Frizzell relates.

According to Mr. Frizzell, Traxi is a special situation advisory
firm in the areas of corporate finance, restructuring, transaction
and support, and asset recovery.  Traxi's accomplished
professionals have diverse backgrounds in restructuring,
investment and commercial banking, public accounting, financial
operations and law, in a broad range of industries, nonprofit
corporations, financial services and real estate.  With
involvement in over 300 cases, Traxi professionals have extensive
experience advising creditors' committees, debtors, creditors,
trustees and others, in a wide variety of bankruptcy cases.

As the Litigants Committee's financial advisor, Traxi will:

    (a) review all financial information prepared by the Diocese,
        affiliated entities or their consultants as requested by
        the Litigants Committee, including a review of the
        Diocese's and the Affiliated Entities' financial
        statements as of the Petition Date, showing in detail all
        assets and liabilities;

    (b) monitor the Diocese's and the Affiliated Entities'
        activities regarding cash expenditures, collections, asset
        sales and projected cash requirements;

    (c) attend meetings including the Litigants Committee, the
        Diocese, the Affiliated Entities, creditors, their
        attorneys and consultants, federal and state authorities,
        if required;

    (d) review the Diocese's and the Affiliated Entities' periodic
        operating and cash flow statements;

    (e) review the Diocese's and the Affiliated Entities' books
        and records, related party transactions, potential
        preferences, fraudulent conveyances, and other potential
        prepetition investigations;

    (f) conduct any investigation that may be undertaken with
        respect to the prepetition acts, conduct, property,
        liabilities and financial condition of the Diocese, the
        Affiliated Entities, their management, creditors including
        the operation of its non-religious business and, as
        appropriate, avoidance actions;

    (g) review any business plans prepared by the Diocese, the
        Affiliated Entities or their consultants;

    (h) review and analyze proposed transactions for which the
        Diocese or the Affiliated Entities seek Court approval;

    (i) assist the Litigants Committee in developing, evaluating,
        structuring, and negotiating the terms and conditions of
        all potential plans of reorganization;

    (j) provide expert testimony on the results of its findings;

    (k) analyze the potential financing or divestitures of the
        Diocese's assets;

    (l) assist the Litigants Committee in developing alternative
        plans if necessary;

    (m) provide valuation services; and

    (n) provide the Litigants Committee with other and further
        financial advisory services with respect to the Diocese
        and the Affiliated Entities, including valuation, general
        restructuring and advice with respect to financial,
        business and economic issues as may arise during the
        course of the restructuring as requested by the Litigants
        Committee.

The Diocese, in turn, will pay Traxi professionals a fixed rate of
$250 per hour.  To the extent Traxi provides investment banking
services related to securing capital, Traxi reserves the right to
seek additional compensation upon application to the Court.

Perry M. Mandarino, a Senior Managing Director at Traxi, assures
Judge Williams that Traxi is "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code as modified by
Section 1107.  The firm also does not hold any interest adverse to
the Debtor's estate, Mr. Mandarino adds.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CELLNET TECHNOLOGY: S&P Junks $100 Million Senior Secured Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Atlanta, Georgia-based Cellnet Technology Inc.
The outlook is stable.

At the same time, Standard & Poor's assigned a 'B-' senior secured
bank loan rating and '3' recovery rating to the company's $250
million seven-year first-lien senior secured bank facility and $30
million revolving credit facility.  The bank loan and recovery
ratings indicate our expectation of a meaningful (50%-80%)
recovery of principal in the event of a payment default.

A 'CCC' rating and '5' recovery rating were assigned to the
company's $100 million eight-year second-lien senior secured bank
facility, indicating the expectation of a negligible (0%-25%)
recovery of principal in the event of a payment default.

"We expect Cellnet to limit capital expenditures and dividend
outflow.  For the rating, we expect the company to maintain a
minimum cash balance of $25 million on balance sheet.
Acquisitions are not factored in the rating," said Standard &
Poor's credit analyst Paul Kurias.  "Upside potential is
constrained by high leverage and low cash flow generation.
Downside potential is limited by the strength of contractual terms
and Cellnet's operating performance, which are likely to result in
steady revenue and earnings growth from existing contracts."

Cellnet provides AMR services to water, gas and electric utilities
through a proprietary fixed network, which the company designs and
manages.  It is a leader in the niche fixed-AMR market.  The
company has long-term contracts with its 18 utility customers in
11 U.S. metropolitan areas.  The company reads meters of about 10
million end consumers of water, gas, and electricity who are
customers of the 18 utilities Cellnet services.  In addition, the
company sells AMR network components to its customers.

In July 2004, GTCR Golder Rauner LLC acquired privately held
Cellnet.  The borrowers are Cellnet Technology Inc. a domestic
company, and its unrated domestic subsidiaries.  Guarantors
include all domestic subsidiaries of the borrowers.

The $30 million revolving credit facility and $250 million term
loan are secured by first-priority perfected liens in all of
Cellnet's domestic tangible and intangible assets and some assets
of the subsidiary borrowers.


COMM 2001: Fitch Upgrades Three Low-B 2001-J1 Mortgage Certs.
--------------------------------------------------------------
Fitch Ratings-New York-April 19, 2005
Fitch Ratings upgrades the following classes of COMM 2001-J1
commercial mortgage pass-through certificates:

   -- $46.6 million class B to 'AAA' from 'AA+';
   -- $46.6 million class C to 'AA+' from 'A+';
   -- $15.5 million class D to 'AA' from 'A';
   -- $31.1 million class E to 'A+' from 'A-';
   -- $23.3 million class F to 'BBB+' from 'BBB-';
   -- $13.6 million class G to 'BBB' from 'BB';
   -- $13.6 million class H to 'BBB-' from 'B';
   -- $11.7 million class J to 'BB+' from 'B-'.

These classes are affirmed:

   -- $1.1 million class A-1 at 'AAA';
   -- $4.2 million class A-1F at 'AAA';
   -- $236.7 million class A-2 at 'AAA';
   -- $177 million class A-2F at 'AAA';
   -- Interest-only classes X, X-GB, X-USB, X-GT at 'AAA';
   -- $4.8 million class P at 'BBB-';
   -- $6.7 million class M at 'AA'.

The upgrades reflect the repayment of the Thayer Hotel Portfolio
loan and resulting improved credit enhancements to the classes.
As of the April 18, 2005 distribution date, the collateral balance
has been reduced by 20.7% to $630.7 million from $795.3 million at
issuance.  The certificates are collateralized by 10 fixed-rate
loans secured by 12 commercial properties.  Nine of the 10 loans,
or approximately 91.6%, have investment grade credit assessments.
Seven of the loans (82.9%) are collateralized by office
properties.

As part of its review, Fitch analyzed the performance of each loan
and the underlying collateral.  Fitch compared each loan's debt
service coverage ratio at year-end December 2004 to the DSCR at
year-end 2003 and the DSCR at issuance.  DSCRs are based on Fitch
adjusted net cash flow and a stressed debt service based on the
current loan balance and a Fitch hypothetical mortgage constant.

Two office loans are performing significantly above issuance
levels:

         * Graybar Building (19.0%) and
         * Golden Triangle Portfolio (11.8%).

Graybar Building is secured by a 1.3 million-square foot building
located adjacent to the Grand Central Terminal in New York City.
Occupancy has improved to 95% as of Dec. 31, 2004, compared to 91%
as of Dec. 31, 2003, and 96% at issuance.  DSCR for year-end 2004
has increased to 1.79 times, from 1.34x at issuance.  Golden
Triangle Portfolio is secured by four office buildings in the
central business district of Washington, D.C.  Although occupancy
has decreased to 90% as of December 2004, from 97.9% at issuance,
the Washington, D.C. market is strong and the average rents in the
building are below market.  As of year-end 2004, NCF increased
27.9% since issuance, and the DSCR increased to 1.90x from 1.43x
at issuance.

The Plaza at La Jolla (12.1%) is secured by five Class A office
buildings containing 633,000 square feet, and is located in the
San Diego MSA (metropolitan statistical area).  After adjusting
for market vacancy and above-market rents, the DSCR for year-end
2004 was 1.43x compared to 1.31x at issuance.  The property has
significant lease rollover risk in 2005 (25.8%) and 2006 (18.7%).
In addition, the average rents in place are approximately 15%
above market.  The property is 85.5% leased as of Feb. 28, 2005,
compared to 98.4% at issuance.  The sponsor, Equity Office
Properties, is an experienced owner and manager of office
properties.  Fitch will closely monitor the leasing status.

The U.S. Bancorp loan (16.7%) is secured by an office tower and
plaza containing 1.1 million square feet located in Portland,
Oregon.  Occupancy has decreased to 91.3% as of Dec. 31, 2004,
from 94.6% at issuance.  Decreased occupancy and increased
expenses have resulted in NCF decreasing approximately 7.8% since
issuance.  The DSCR for U.S. Bancorp decreased to 1.38x as of
year-end 2004 from 1.43 at issuance.

The 28 and 40 West 23rd Street loan (9.0%) is secured by two
connected office buildings in New York City.  The property has
benefited from the recent addition of two tenants:

         * Home Depot (21.7% of net rentable area) and
         * Zoo York (45.6%).

Home Depot opened in August 2003 and has a lease expiry in 2024.
Zoo York, a skate apparel and supply company, has a lease that
commenced in June 2004 and expires in 2014.  The property is
currently 100% occupied as of December 2004.  Based on leases in
place and an adjustment for market vacancy, the year-end 2004 DSCR
is 1.53x compared to 1.52x at issuance.

The 165 Market Halsey loan (8.4%) is secured by a 16-story telecom
carrier hotel located in downtown Newark, New Jersey.  The
property is configured specifically for telecommunications and
technology based tenants.  The occupancy is 87% as of year-end
2004 compared to 83% at year-end 2003 and 90% at issuance.  The
Fitch stressed DSCR is stable at 1.37x as of year-end December
2004 compared to 1.35x at issuance.  Two tenants in occupancy, MCI
(9.6% of net rentable area) and Qwest Communications (23.6%), have
financial operating concerns.  However, both tenants are current
on their rent.  The leases expire in 2013 and 2014, respectively.

Pennsylvania Plaza (5.9%) is a 12-story office building that is
part of a mixed-use development in downtown Washington, D.C.
Occupancy has increased slightly to 98.6% as of Jan. 19, 2005,
from 95% at issuance.  As of year-end 2004, the DSCR for
Pennsylvania Plaza has increased slightly to 1.41x from 1.36x at
issuance.

Boise Towne Square (11.9%) is secured by a 1.2 million-square foot
regional mall in Boise, Idaho.  Occupancy is stable at 95.2% as of
Sept. 30, 2004 compared to 95% at issuance.  In-line occupancy for
the same period was 85.3%.  Year-end 2004 NCF has increased 8.6%
since issuance due to slightly higher occupancy and higher rental
rates.  The mall is managed by General Growth Properties.

The Hotel Adolphus (5.1%) consists of a full-service hotel in
downtown Dallas containing 428 guest rooms.  The Hotel Adolphus is
leased to an entity unaffiliated with the borrower under a net
lease.  All of the Adolphus monetary obligations under the lease
are guaranteed by Metropolitan Life Insurance Company, which has a
financial strength rating of 'AA' from Fitch.


COTT CORPORATION: Will Release First Quarter Financials Today
-------------------------------------------------------------
Cott Corporation (NYSE: COT; TSX: BCB) will release its first
quarter financial results before the markets open today,
April 21, 2005.

John K. Sheppard, president and chief executive officer, and
Raymond P. Silcock, executive vice president and chief financial
officer, will host a conference call with analysts at 1 p.m. ET to
discuss the results.

In addition, the Company announced that its Annual General Meeting
of Shareholders will also be held today, April 21, 2005 at 8:30
a.m. ET in Toronto.

Details of these events are:

    Cott Corporation Annual General Meeting
    April 21, 2005 - 8:30 a.m. ET
    Glenn Gould Studio, Canadian Broadcasting Centre
    250 Front St. West, Toronto, Ontario
    RSVP - Cott Investor Relations - (800) 793-5662

    Cott Corporation First Quarter Earnings Conference Call
    April 21, 2005 - 1 p.m. ET
            North America:  (800) 796-7558
            International:  (416) 640-1907
    This is a live, listen-only dial-in telephone line.

To access a live audio-video stream of the Annual General Meeting
and a live audio stream of the Q1 conference call on April 21,
2005, visit Cott's website at http://www.cott.com/at least 15
minutes early to register, download, and install any necessary
audio/video software.

For those who are unable to access the live broadcasts, a replay
will be available at Cott's website following these events until
May 21, 2005.

Cott Corporation is the world's largest retailer brand soft drink
supplier, with the leading take home carbonated soft drink market
shares in this segment in its core markets of the United States,
Canada and the United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 2, 2004,
Standard & Poor's Rating Services revised its outlook for Cott
Corp. to positive from stable. At the same time, Standard & Poor's
affirmed its 'BB' long-term corporate credit and 'B+' subordinated
debt ratings on Toronto, Ontario-based Cott Corp.

Total debt outstanding was about US$362 million at July 3, 2004.

As reported in the Troubled Company Reporter on Aug. 23, 2004,
Moody's Investors Service upgraded the ratings for Cott
Corporation recognizing the company's strong and consistent
financial and operating performance throughout the recent past and
affirming Moody's expectation of continued success over the
ratings horizon.


CRYOPAK IND: Closes 2nd Tranche of Private Debenture Placement
--------------------------------------------------------------
Cryopak Industries Inc. (TSX VENTURE:CYK) completed the closing of
the second tranche of its previously announced private placement
and has raised gross proceeds of C$360,000.  Under the private
placement, Cryopak has issued Secured Subordinate Convertible
Debentures with a total principal amount of C$1,644,000.  The
Debentures and common shares issuable upon their conversion are
subject to a four-month hold period, which will expire on
August 7, 2005.  A C$3,900 finder's fee was paid in connection
with the private placement.

With facilities in Vancouver and Montreal, Cryopak --
http://www.cryopak.com/-- provides temperature-controlling
products and solutions.  The Company's clients include some of
North America's leading retailers and consumer goods companies, as
well as global pharmaceutical companies.  In its retail business,
the Company develops, manufactures and sells reusable ice
substitutes, flexible hot and cold compresses, reusable gel ice
and instant hot and cold packs.  These products are marketed under
such popular brand names as Ice-Pak(TM), Flexible Ice(TM) Blanket,
Simply Cozy(R), and Flex Pak(TM).  In its pharmaceutical business,
the Company engineers solutions and supply products that help our
customers safely transport their temperature sensitive
pharmaceuticals.  Over the past few years the Company has evolved
into a recognized player in this growing segment as we assist
customers in optimizing their cold chain processes.  The Company's
shares are listed on the TSX Venture Exchange under the symbol
CII.

                       Going Concern Doubt

During the six months ended September 30, 2004, Cryopak Industries
incurred a loss of $516,819.  During the three-year period ended
March 31, 2004, the Company incurred losses topping $5 million,
and during the year ended March 31, 2004, the Company reported
negative cash flows from operations of $297,883.  As at September
30, 2004, the deficit is $7,009,847 and the working capital
deficiency is $4,541,266.  The Company continues to be in default
on the repayment of the principal and accrued interest of the
convertible loan, which was due on June 7, 2003.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

As of Dec. 31, 2004, Cryopak's balance sheet shows a 1:2 liquidity
ratio, with $3.4 million in current assets available to pay
$6.9 million in current liabilities.  Cryopak's shareholder equity
erodes as losses continue.  At Dec. 31, 2004, shareholder equity
stood at $2,907,944, down from $3,767,596 at March 31, 2004.


D & K STORES: Wants to Hire Broege Neumann as Bankruptcy Counsel
----------------------------------------------------------------
D & K Stores, Inc., asks the U.S. Bankruptcy Court for the
District of New Jersey for permission to employ Broege, Neumann,
Fischer & Shaver, LLC, as its general bankruptcy counsel.

Broege Neumann is expected to:

   a) provide legal advice to the Debtor in its duties,
      responsibilities and obligations as a debtor-in-possession
      in the continued operation and management of its business
      and property;

   b) assist in negotiating with the Debtor's creditors and other
      parties in interest, and appear Debtor before the Bankruptcy
      Court to protect the Debtor's interests; and

   c) perform all other legal services that are necessary in the
      Debtor's chapter 11 cases.

Timothy P. Neumann, Esq., a Member at Broege Neumann, is the lead
attorney for the Debtor.  Mr. Neumann charges $375 per hour for
his services.

Mr. Neumann reports Broege Neumann's professionals bill:

      Professionals         Designation    Hourly Rate
      -------------         -----------    -----------
      Peter J. Broege       Counsel           $325
      David E. Shaver       Counsel           $290
      Barbara J. Tassillo   Paralegal          $85
      Patricia Maxson       Paralegal          $85

Broege Neumann assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Eatontown, New Jersey, D & K Stores, Inc., filed
for chapter 11 protection on April 8, 2005 (Bankr. D. N.J. Case
No. 05-21445).  When the Debtor filed for protection from its
creditors, it estimated assets and debts from $10 million to
$50 million.


D & K STORES: Section 341(a) Meeting Slated for May 5
-----------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of D & K
Stores, Inc.'s creditors at 12:00 p.m., on May 5, 2005, at the
Clarkson S. Fisher Federal Courthouse, Room 129, 402 East State
St., Trenton, New Jersey 08608-1507.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Eatontown, New Jersey, D & K Stores, Inc., filed
for chapter 11 protection on April 8, 2005 (Bankr. D. N.J. Case
No. 05-21445).  Timothy P. Neumann, Esq., at Broege, Neumann,
Fischer & Shaver, LLC, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts from $10 million to $50 million.


DELAFIELD 246 CORP: Disclosure Statement Hearing Set for May 19
---------------------------------------------------------------
The Honorable Stan Bernstein of the U.S. Bankruptcy Court for the
Eastern District of New York will convene a hearing at 10:30 a.m.,
on May 19, 2005, to consider the adequacy of the Disclosure
Statement explaining the Plan of Reorganization filed by Delafield
246 Corporation.

The Debtor filed its Disclosure Statement and Plan on
March 29, 2005.

The Debtor contemplates that the Plan will be financed by three
options:

   a) the pre-confirmation sale of 1 or more of the 24 lots owned
      by the Debtor pursuant to Section 363(f) of the Bankruptcy
      Code;

   b) the post-confirmation sale of 1 or more of the 24 lots owned
      by the Debtor; and

   c) alternatively monies borrowed by the Debtor secured by its
      real property or by a combination of the three options.

The Plan contemplates the appointment of a Disbursing Agent who
will distribute all Cash or other property under the Plan.  The
Disbursing Agent has the authority to liquidate any non-cash
assets he receives from the Debtor's estate and allocate the
proceeds for distribution to creditors.

The Plan groups claims and interests into six classes.

Unimpaired Claims consist of:

   a) Allowed Priority Claims will be paid in full, in Cash, on
      the Effective Date, or on the Initial Distribution Date;

   b) New York City Secured Tax Claims will be paid in full on the
      Initial Distribution Date, and those Claims will retain
      their statutory lien until they are fully paid;

   c) Homeowners Association Allowed Secured Claims are disputed
      by the Debtor, and in its sole discretion, will either:

        (i) pay 100% of the amount of those Claims; or

       (ii) term out the indebtedness under the Claims and pay a
            sum equal to 10% of the amount of those Claims on the
            Initial Distribution Date, execute a Homeowners
            Association Note made payable in an aggregate amount
            equal to the amount of those Claims, less a sum equal
            to 10%, with the balance becoming the principal
            indebtedness under the Note; and

   d) Allowed Interests will retain their equity and current stock
      ownership in the Debtor, but they will not receive any
      distribution under the Plan.

Impaired claims consist of:

   a) General Unsecured Claims will be paid, without interest, 50%
      of the amount of those Claims on the Initial Distribution
      Date, and the remaining 50% on the first anniversary of the
      Initial Distribution Date; and

   b) Insider Claims are subordinated to all debt payments under
      the Plan, and will be paid in full upon completion of
      payments to all non-insider creditors or the creation of
      sufficient escrows to pay all claims that are subject to
      contest and have not been resolved as of the Plan's
      confirmation.

Full text copies of the Disclosure Statement and Plan are
available for a fee at:

   http://www.researcharchives.com/bin/download?id=050418023400

        -- and --

   http://www.researcharchives.com/bin/download?id=050418022135

Headquartered in Plainview, New York, Delafield 246 Corporation is
a real estate investor and developer.  The Company filed for
chapter 11 protection on November 29, 2004 (Bankr. E.D.N.Y. Case
No. 04-87515).  Daniel A Zimmerman, Esq., at the Law Offices of
Steven Cohn PC, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $13,000,000 in assets and $9,001,200 in debts.


DPL INC.: 10-K Filing Prompts S&P to Lift Rating to BB
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on DPL Inc. and its regulated subsidiary, Dayton Power &
Light Company to 'BB' from 'BB-'.  Standard & Poor's also affirmed
its 'BBB-' rating on DP&L's first mortgage bonds.

All the ratings were removed from CreditWatch with positive
implications where they were placed on Feb. 14, 2005 following the
company's announcement of its proposed asset sale of its
investment portfolio.

The outlook is positive.  Dayton, Ohio-based DPL had about $2.1
billion of debt outstanding as of Dec. 31, 2004.

The rating action follows the company's filing with the SEC of its
audited financial statements 2004 Form 10-K with relatively
minimal and immaterial restatements, and the recent completion of
the sale of a significant portion of DPL's investment portfolio
for net cash proceeds of about $520 million.

"The sale of a sizable portion of its higher-risk investment
portfolio, combined with the fact the company plans to use such
cash proceeds toward debt reduction, bolsters DPL's overall
creditworthiness by enhancing its business profile and should
further improve its financial profile," said Standard & Poor's
credit analyst Brian Janiak.

"Nevertheless, the rating on DPL reflects the company's high debt
leverage, weak cash flow coverage measures, adequate liquidity,
and average consolidated business risk profile," said Mr. Janiak.

Standard & Poor's also said that future upward momentum for DPL's
credit ratings will be strongly correlated with the actual timing
of the sale of its remaining interest of its investment portfolio
assets and management's ultimate use of cash proceeds toward the
balancing of debt reduction and reinvestment needs in its core
operations.


ELANTIC TELECOM: Confirmed Plan Delivers 62% to Unsecured Class
---------------------------------------------------------------
Elantic Telecom, Inc.'s plan of reorganization to exit the
Chapter 11 bankruptcy process was approved by the U.S. Bankruptcy
Court for the Eastern District of Virginia, Richmond Division.

In conjunction with its reorganization plan, an auction for the
equity of ETI was held on Monday, April 11, 2005.  There were two
bidders at the auction, the existing Equity investors and Telcove,
Inc.  The winning bid from Equity provides for a 62% pay-out to
the General Unsecured Creditors as part of ETI's plan of
reorganization.

Brett R. Lindsey, President of ETI, said "We are very pleased to
complete this process and are excited to return 100% of our focus
back to our customers and the future growth of Elantic."

The bankruptcy process provided ETI the ability to substantially
reduce certain short-term and long-term liabilities, reign in
network costs and move quickly towards positive cash flow.

ETI will continue to operate with the support of Cavalier
Telephone, Inc., under the management agreement executed last year
when ETI completed the merger with Dominion Telecom, Inc.

Brad A. Evans, Chairman and CEO of Cavalier Telephone, said "We
look forward to our continued relationship with Elantic from both
a customer and vendor perspective."

Headquartered in Richmond, Virginia, Elantic Telecom, Inc. --
http://www.elantictelecom.com/-- provides wholesale fiber
bandwidth and carrier services to long-distance, international
wireless carriers and competitive local exchange carriers across
its fiber optic network.  The Company filed for chapter 11
protection on July 19, 2004 (Bankr. E.D. Va. Case No. 04-36897).
Lynn L. Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner &
Beran, PLC, represent the Debtor in its restructuring efforts.
The Official Committee of Unsecured Creditors is represented by
Danielle M. Varnell, Esq., and David Neier, Esq., at Winston &
Strawn.  When the Company filed for protection from its creditors,
it listed $19,844,000 in total assets and $24,372,000 in total
debts.


ELLIOTT POPHAM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Elliott Popham Pontiac, Oldsmobile, Buick, &
        GMC Trucks, Inc.
        1225 East College Street
        Pulaski, Tennessee 38478

Bankruptcy Case No.: 05-04048

Type of Business: The Debtor is a car retailer.  The Debtor
                  also repairs and services cars and trucks.
                  See: http://www.epopham.com/

Chapter 11 Petition Date: April 4, 2005

Court: Middle District of Tennessee (Columbia)

Judge: Marian F. Harrison

Debtor's Counsel: Barbara Dale Holmes, Esq.
                  David Phillip Canas, Esq.
                  Harwell Howard Hyne Gabbert & Manner, P.C.
                  315 Deaderick Street, Suite 1800
                  Nashville, Tennessee 37238
                  Tel: (615) 256-0500
                  Fax: (615) 251-1058

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Pulaski Publishing                             $35,443
308 West College Street
Pulaski, TN 38478

Democrat Union                                 $22,629
P.O. Box 685
Lawrenceburg, TN 38464

Regions Interstate Billing Service              $7,104
Department 1265
P.O. Box 2153
Birmingham, AL 35287-1265

Johnson Industries/United                       $5,503
P.O. Box 403137
Atlanta, GA 30384-3137

Middle TN Council                               $5,000
P.O. Box 150409
Nashville, TN 37215-0409

Lawrence County Advocate Inc.                   $3,523
P.O. Box 308
121 North Military Avenue
Lawrenceburg, TN 38464

Your Community Shopper                          $3,510
P.O. Box 249
Ardmore, TN 38449

Fidelity & Deposit Co. of Maryland              $3,326
Flood Insurance Processing Center
P.O. Box 75107
Baltimore, MD 21275-5107

Benicorp Insurance Company                      $3,248
7702 Woodland Drive, Suite 200
Indianapolis, IN 46278

Sharp Motor Company                             $3,172
P.O. Box 245
Pulaski, TN 38478

Columbia Neon Company Inc.                      $3,055
102 Nashville Highway
Columbia, TN 38402

WWLX                                            $2,858
P.O. Box 156
Lawrenceburg, TN 38464

Advance Auto Parts                              $2,524
918 West College Street
Pulaski, TN 38478

Aramark Uniform Services Inc.                   $2,487
P.O. Box 429
Shelbyville, TN 37162-0429

Pulaski Electric Water & Gas                    $2,409
P.O. Box 368
Pulaski, TN 38478

Lewisburg Tribune                               $2,392
P.O. Box 2667
121 1st Avenue South
Lewisburg, TN 37091

Enterprise Rent A Car Company of Tennessee      $2,236
284 Mallory Station Road
Franklin, TN 37067-8244

Ken Smith Auto Parts Inc.                       $1,815
P.O. Box 440271
Nashville, TN 37244-0271

Hayes Chrysler                                  $1,775
P.O. Box 745
Lawrenceville, GA 30046

ADP Automotive Retail Group                     $1,570
P.O. Box 88921
Chicago, IL 60695-1921


EURO GLOBAL: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Euro Global Investments LLC
        4669 West Irlo Bronson Highway
        Kissimmee, Florida 34746

Bankruptcy Case No.: 05-04336

Chapter 11 Petition Date: April 20, 2005

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: David R. McFarlin, Esq.
                  Wolff, Hill, McFarlin & Herron, P.A.
                  1851 West Colonial Drive
                  Orlando, Florida 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Community Bank of Florida                             $2,759,839
28801 Southwest 157th Avenue
Homestead, FL 33033

Patsy Hoffner                 Personal property          $71,726
Tax Collector                 taxes
P.O. Box 422105
Kissimmee, FL 34742

Choice Hotels International   Franchise agreement        $17,678
10750 Columbia Pike
Silver Spring, MD 20901

Rapco Supply                                              $4,922

Florida Star Linen &                                      $2,796
Hospitality Supply

Choice Hotel International    Travel agent                $1,506
                              commission

Teco Peoples Gas                                            $598

Massey Services                                             $542

Ecolab                                                      $462

S&D Coffee Inc.                                             $264

Florida Laundry Systems                                     $140

Preven Tech                                                 $134

Nextel Communications                                       $123

Executive Coffee Services                                   $111

VarTech Solutions                                            $58

EaSy Choice                   Reward Program                 $35

Culligan of Florida Inc.                                     $25

Central Florida Pools                                        $15
by Design


EXIDE TECHNOLOGIES: Board Appoints Jerome York as Director
----------------------------------------------------------
The Board of Directors of Exide Technologies (NASDAQ: XIDE)
elected Jerome B. York, 66, as Director.  His appointment follows
an earlier announcement by the Company, in its Form 8-K filed with
the U.S. Securities and Exchange Commission on March 3, 2005, that
the Board had voted to expand its membership by two Directors to a
total of nine.

Mr. York will serve on the Company's Nominating and Corporate
Governance Committee.

"Jerry York brings an obvious wealth of experience, and we are
pleased to welcome him to the Board," said Exide Chairman of the
Board John P. Reilly.

Mr. York is Chief Executive Officer of Harwinton Capital
Corporation, a private investment company he founded in 2000.
From 2000 until 2003, he was Chairman, President and Chief
Executive Officer of MicroWarehouse Inc.  Earlier, Mr. York served
as Vice Chairman of Tracinda Corporation and as Senior Vice
President and Chief Financial Officer of IBM Corporation.  Prior
to joining IBM, he was Executive Vice President-Finance and Chief
Financial Officer of Chrysler Corporation.

Mr. York currently serves on the Board of Directors of Apple
Computer Inc. and Tyco International Ltd.

Headquartered in Princeton, New Jersey, Exide Technologies is the
worldwide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on Apr. 14, 2002
(Bankr. Del. Case No. 02-11125).  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  Exide's confirmed chapter 11 Plan
took effect on May 5, 2004.  On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2005,
Standard & Poor's Ratings Services assigned its 'B' rating to
Exide Technologies' $290 million senior secured notes due 2013 and
its 'B-' rating to the company's $60 million floating rate
convertible senior subordinated notes due 2013, both to be issued
under Rule 144A with registration rights.  At the same time the
'B+' corporate credit rating on the company was affirmed, and the
'B' rating on its proposed $350 million senior notes was
withdrawn.

Lawrenceville, N.J.-based Exide, a global manufacturer of
transportation and industrial batteries, has debt, including the
present value of operating leases, of about $750 million.  The
rating outlook is negative.

Exide replaced its proposed senior notes offering with the senior
secured notes and convertible notes.  Proceeds from the new debt
issues will be used to reduce bank debt and for general corporate
purposes.  Security for the senior secured notes is provided by a
junior lien on the assets that secured Exide's senior credit
facility, including the bulk of its domestic assets and 65% of
the stock of its foreign subsidiaries.

"We expect earnings and cash flow improvements, provided the costs
of lead remain fairly stable or decline and restructuring actions
are effective," said Standard & Poor's credit analyst Martin King,
"which should allow debt leverage to decline and cash flow
coverage to improve over the next few years.


EXIDE TECH: Wants Court to Approve Amended BTM Settlement Pact
--------------------------------------------------------------
On March 15, 1996, Exide Technologies Inc. and its debtor-
affiliates and BTM Capital Corporation, formerly known as BOT
Financial Corporation, entered into:

    (a) a Master Loan and Security Agreement;

    (b) Loan Schedule No. One to the Loan Agreement, including
        Schedule A, which lists the equipment that was financed
        pursuant to the Loan Schedule; and

    (c) a Continuing Corporate Guaranty.

The Debtors executed in BTM's favor a $7,137,047 Promissory Note
for amounts advanced by BTM pursuant to the Agreement, the Loan
Schedule and the Supplemental Security Agreement relating to the
Schedule.  The Debtors asserted, and BTM acknowledges, that the
Loan Documents reflect secured financing transactions and not
"true leases."

On July 8, 2002, BTM asked the U.S. Bankruptcy Court for the
District of Delaware to lift the automatic stay or compel the
Debtors to grant adequate protection relating to the Equipment.
Two months later, BTM re-noticed the Motion for the October 23,
2002 omnibus hearing.

The Debtors objected to BTM's request and contended that BTM was
not entitled to relief from the automatic stay nor to adequate
protection payments.

Subsequently, the parties entered into a stipulation wherein the
Debtors agreed to make adequate protection payments to BTM under
Section 361 and 363(e) of the Bankruptcy Code for $25,000 per
month commencing as of October 1, 2002, and continuing until the
Termination Date.

On March 3, 2003, BTM filed a proof of claim in the Debtors'
Chapter 11 cases asserting a secured claim for $1,657,202.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, relates that the
Debtors and BTM reached an agreement regarding the Proof of Claim
and the Original Stipulation.  By this motion, the Debtors seek
the Court's authority to enter into a new Stipulation and Agreed
Order.

The parties agree that:

    (a) The Loan Documents reflect secured financing transactions
        and are not "true leases";

    (b) The Original Stipulation is deemed terminated as of
        October 31, 2004, and the Amendment will take effect
        retroactively as of November 1, 2004, each on the
        occurrence of the Amendment Effective Date; and

    (c) BTM is granted an allowed, secured claim in Class P2 Other
        Secured Claims, as of November 1, 2004, for $1,075,590.

Under the Amendment, Mr. O'Neill says that Exide has been able to
reduce its monthly payments to BTM by as much as 75% and extend
the maturity of the loan over three years beyond the original
expiration date.  "As a result, the Reorganized Debtors can
preserve liquidity for business operations."

Headquartered in Princeton, New Jersey, Exide Technologies is the
worldwide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on Apr. 14, 2002
(Bankr. Del. Case No. 02-11125).  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  Exide's confirmed chapter 11 Plan
took effect on May 5, 2004.  On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2005,
Standard & Poor's Ratings Services assigned its 'B' rating to
Exide Technologies' $290 million senior secured notes due 2013 and
its 'B-' rating to the company's $60 million floating rate
convertible senior subordinated notes due 2013, both to be issued
under Rule 144A with registration rights.  At the same time the
'B+' corporate credit rating on the company was affirmed, and the
'B' rating on its proposed $350 million senior notes was
withdrawn.

Lawrenceville, N.J.-based Exide, a global manufacturer of
transportation and industrial batteries, has debt, including the
present value of operating leases, of about $750 million.  S&P
said the rating outlook is negative.

Exide replaced its proposed senior notes offering with the senior
secured notes and convertible notes.  Proceeds from the new debt
issues will be used to reduce bank debt and for general corporate
purposes.  Security for the senior secured notes is provided by a
junior lien on the assets that secured Exide's senior credit
facility, including the bulk of its domestic assets and 65% of
the stock of its foreign subsidiaries.

"We expect earnings and cash flow improvements, provided the costs
of lead remain fairly stable or decline and restructuring actions
are effective," said Standard & Poor's credit analyst Martin King,
"which should allow debt leverage to decline and cash flow
coverage to improve over the next few years.


FIBERMARK INC: Court Directs U.S. Trustee to Appoint Examiner
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Vermont directed the
U.S. Trustee to appoint an independent examiner in FiberMark,
Inc.'s (OTC Bulletin Board: FMKIQ) chapter 11 case to investigate,
over the next 45 days, intercreditor disputes and associated
issues.

The Court set a $200,000 spending cap on the examination process,
ordered the Examiner to submit written findings by June 8, and set
a status conference for June 15 to review the case and the
Examiner's report and recommendations.

                      Plan Filing Procedure

In another order, the Court established procedures, designed to
maintain an orderly plan process, which limit the filing of
competing plans of reorganization.  The Court held that:

      (a) during the Examiner's investigation period, only the
          company is authorized to file a plan, provided that the
          company has the unanimous support of the Creditors'
          Committee; and

      (b) after the Examiner's investigation period, the company
          is authorized to file a plan with or without such
          support, as may other parties.

FiberMark said that if it is unable to obtain the unanimous
support of the Creditors' Committee within the Examiner's
investigation period, the company intends to proceed with the
filing of a plan.  Any proposed disclosure statements and plans of
reorganization must be filed no later than August 8.

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wallcoverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
Baker, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $329,600,000 in
total assets and $405,700,000 in total debts.


FRIEDMAN'S: Secures Plan Filing Extension & CEO Incentive Pay
-------------------------------------------------------------
As previously reported, Friedman's Inc. and its debtor-affiliates
sought an extension of their exclusive period to file and solicit
acceptances of a plan of reorganization.  Friedman's wants to
focus its attention on running its business right now.  Friedman's
also needs to see the results of the 2005 holiday season before it
can formulate a viable plan.

Friedman's also asked the Bankruptcy Court to approve a
compensation scheme of the Company's top brass.  The Debtors
propose a $750,000 bonus plus stock options for CEO Sam Cusano if
Friedman's exceeds this year's earning expectations by 170%.

The Honorable Lamar W. Davis of the U.S. Bankruptcy Court for the
Southern District of Georgia approved the requests.  The Court
gave Friedman's until February 28, 2006 to file a chapter 11 plan.
During this period, only Friedman's can file a chapter 11 plan
with the Bankruptcy Court without interference from creditors.
Judge Davis also approved the new executive compensation program
for Mr. Cusano and scores of other executives.

Trade magazine Jewelers Circular Keystone reports that Judge Davis
found if he didn't approve the compensation program, it's highly
likely Friedman's 83 upper-level managers wouldn't stay long
enough to see the company through chapter 11.

Judge Davis understands Friedman's has more than enough on its
plate right now.  The company is under investigation in more than
20 states.  Friedman's also looking for additional financing,
closing more than 140 stores and restoring vendors' confidence
after payment defaults last year, JCK relates.

Headquartered in Savannah, Georgia, Friedman's Inc. --
http://www.friedmans.com/-- is the parent company of a group of
companies that operate fine jewelry stores located in strip
centers and regional malls in the southeastern United States.  The
Company and its affiliates filed for chapter 11 protection on
Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  John W.
Butler, Jr., Esq., George N. Panagakis, Esq., Timothy P. Olson,
Esq., and Alexa N. Paliwal, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $395,897,000 in total assets and $215,751,000 in total
debts.


GINGISS GROUP: Court Converts Ch. 11 Cases to Ch. 7 Liquidation
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware converted
The Gingiss Group and its debtor-affiliates' chapter 11 cases to a
chapter 7 liquidation proceeding at the Debtors' behest.

The Debtors believe that it is most efficient to continue their
cases under a chapter 7 liquidation proceeding.  The Debtors said
they have insufficient funds to provide meaningful distribution to
creditors even after they liquidate most of their assets.

The Debtors sold substantially all of their assets to After Hours
Formalwear, Inc., a May Department Stores Company affiliate, for
$32 million.  The Debtors also sold their Hawaiian businesses as
well as other smaller assets.

The Court also approved settlements, which translated to an
additional $950,000 proceeds to the Debtors' estates.

                  Chapter 7 Trustee Appointed

The Court appoints Alfred T. Giuliano as the Debtors' Chapter 7
Trustee.  Mr. Giuliano will administer the distribution of the
Debtors' assets to their creditors.

Headquartered in Addison, Illinois, The Gingiss Group, Inc., a
national men's formal wear rental and retail company, filed for
chapter 11 protection on November 3, 2003 (Bankr. Del. Case No.
03-13364). James E. O'Neill, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub represent the
Debtors in their restructuring efforts.  The Debtors listed debts
of over $50 million in their petition.


H. LIEBLICH: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: H. Lieblich & Company, Inc.
        149 East Kingsbridge Road
        Mount Vernon, New York 10550

Bankruptcy Case No.: 05-22732

Type of Business: The Debtor is a mechanical contractor.

Chapter 11 Petition Date: April 20, 2005

Court: Southern District of New York (White Plains)

Debtor's Counsel: Lawrence F. Morrison, Esq.
                  220 East 72nd Street
                  New York, New York 10021
                  Tel: (212) 861-1224

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


HEALTHSOUTH: Joel Gordon Resigns as Director & Chairman Emeritus
----------------------------------------------------------------
Joel C. Gordon has voluntarily resigned from HealthSouth
Corporation's (OTC Pink Sheets: HLSH) Board of Directors and as
Chairman Emeritus effective May 10, 2005.

"Joel Gordon has gone above and beyond the call of duty in his
years of service and dedication to HealthSouth," said Robert P.
May, Chairman of HealthSouth's Board of Directors.  "After the
very serious events of 2003, Joel courageously stepped in as
Interim Chairman of the Board and was invaluable in turning the
company around.  His leadership, industry knowledge and
determination brought us through some very difficult times and
into what we believe will be a very successful future."

"On behalf of the current management team and HealthSouth's more
than 41,000 employees, we would like to thank Joel for his
dedication, service, and leadership," HealthSouth President and
CEO Jay Grinney added.  "Personally, I am grateful for the insight
and personal wisdom Joel provided to me as I assumed my role at
HealthSouth.  We will certainly miss him and wish him well in all
his future endeavors."

"I am pleased to have served as Interim Chairman and Board member
as the company met a number of challenges in the last several
years and as the Board selected Jay Grinney as the Company's CEO,"
said Gordon. "As a Board member, I recognize that I have reached
the retirement age mandated by the company's Corporate Governance
Guidelines.  I have reflected on the accomplishments of the
current management team over the last year and personally have
complete confidence in their ability to lead HealthSouth through
the challenges ahead to better financial and operational health."

                        About the Company

HealthSouth is one of the nation's largest providers of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, operating facilities nationwide.  HealthSouth can be
found on the Web at http://www.healthsouth.com/

                         *     *     *

                      Notice of Late Filing

HealthSouth filed a Form 12b-25 with the Securities and Exchange
Commission saying that it will not be filing its 2004 Form 10-K on
time due to the company's ongoing accounting reconstruction and
restatement efforts.  The company is currently targeting the
filing of its 2004 Form 10-K in the fourth quarter of 2005.  The
company says it plans to file a comprehensive Form 10-K for the
years ended Dec. 31, 2000, through Dec. 31, 2003, by the middle of
the second quarter 2005.  This comprehensive Form 10-K will
contain restated financial statements for periods which previously
had been reported and initial financial statements for the other
periods covered by the report.

"Our external auditor is now auditing these documents and is
taking steps to ensure a thorough review," said HealthSouth CFO
John Workman.  "We have been working extensively with external
resources to ensure that our accounting records are reconstructed
thoroughly and our financial statements and other disclosures are
prepared properly.  This process has consumed more than 500 man-
years of external labor resources and required millions of lines
of adjusting journal entries.  It is our intention to not rush a
process of this importance to reach an earlier, self-imposed
deadline."


HOLLINGER INC: Prices Retractable Common Shares at $5.32 Per Share
------------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C)(TSX:HLG.PR.B) discloses the retraction
price of the retractable common shares of the Corporation as of
April 20, 2005 will be $5.32 per share.

Hollinger's principal asset is its 17% equity and 67% voting
interest in Hollinger International Inc., which is a newspaper
publisher, the assets of which include the Chicago Sun-Times, a
large number of community newspapers in the Chicago area and a
portfolio of news media investments.  Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto.

                          *     *     *

As reported in the Troubled Company Reporter on August 31, 2004,
as a result of the delay in the filing of Hollinger's 2003 Form
20-F (which would include its 2003 audited annual financial
statements) with the United States Securities and Exchange
Commission by June 30, 2004, Hollinger is not in compliance with
its obligation to deliver to relevant parties its filings under
the indenture governing its senior secured notes due 2011.
Approximately $78 million principal amount of Notes is outstanding
under the Indenture.  On August 19, 2004, Hollinger received a
Notice of Event of Default from the trustee under the Indenture
notifying Hollinger that an event of default has occurred under
the Indenture.  As a result, pursuant to the terms of the
Indenture, the trustee under the Indenture or the holders of at
least 25 percent of the outstanding principal amount of the Notes
will have the right to accelerate the maturity of the Notes.

Approximately $5 million in interest on the Notes was due on
September 1, 2004. Hollinger has deposited the full amount of the
interest payment with the trustee under the Indenture and
noteholders will receive their interest payment in a timely
manner.

There was in excess of $267.4 million aggregate collateral
securing the $78 million principal amount of the Notes
outstanding.

Hollinger also received notice from the staff of the Midwest
Regional Office of the U.S. Securities and Exchange Commission
that they intend to recommend to the Commission that it authorize
civil injunctive proceedings against Hollinger for certain alleged
violations of the U.S. Securities Exchange Act of 1934 and the
Rules thereunder.  The notice includes an offer to Hollinger to
make a "Wells Submission", which Hollinger will be making, setting
forth the reasons why it believes the injunctive action should not
be brought.  A similar notice has been sent to some of Hollinger's
directors and officers.


HOLLINGER INT'L: Delaware Court Affirms Canadian Court's Decision
-----------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) welcomed the Delaware
Supreme Court's decision to reject Conrad Black and Hollinger
Inc.'s appeal of the Delaware Court of Chancery's decision of
February 26, 2004.

The Delaware Supreme Court affirmed the findings and rulings of
Vice Chancellor Strine in that case, including that:

   * Appellant Black breached fiduciary duty and violated material
     provisions of the Restructuring Proposal Agreement;

   * ByLaw Amendments introduced by Appellants were legally
     ineffective because they had been adopted for an inequitable
     purpose; and

   * the Company's Rights Plan was legally valid.

In April 19's ruling, the Supreme Court also rejected Appellant
Hollinger Inc.'s claim that "(i) it was not a party to or bound by
the Restructuring Proposal Agreement; (ii) it had no fiduciary or
contractual duty to support the Strategic Process; and (iii) and
even if Inc. had such a duty, there is no evidence to support a
conclusion that Inc. breached any contractual of fiduciary
obligation."

Hollinger International Inc. is a newspaper publisher whose assets
include The Chicago Sun-Times and a large number of community
newspapers in the Chicago area as well as in Canada.

                         *     *     *

As reported in the Troubled Company Reporter on August 6, 2004,
Moody's Investors Service changed the rating outlook on Hollinger
International Publishing, Inc., to positive from stable and has
withdrawn other ratings.

Ratings withdrawn:

   * $45 million Senior Secured Revolving Credit Facility, due
     2008 -- Ba2

   * $210 million Term Loan "B", due 2009 -- Ba2

   * $300 million of 9% Senior Unsecured Notes, due 2010 -- B2

Ratings confirmed:

   * Senior Implied rating -- Ba3
   * Issuer rating -- B2

Moody's says the outlook is changed to positive.


HOLLYWOOD CASINOS: Judge Callaway Halts Filing of Competing Plan
----------------------------------------------------------------
The Honorable Stephen V. Callaway of the U.S. Bankruptcy Court for
the Western District of Louisiana doesn't want Hollywood Casino
Shreveport's creditors to put a competing plan of reorganization
on the table, Cristina Rodriguez at Gannett reports.

The Debtor's plan, if confirmed, will allow Eldorado Resorts LLC
to acquire the financially troubled property in June.  The
competing plan proposes to sell the casino to Black Diamond
Capital Management -- a major Hollywood bondholder.  Black Diamond
says Hollywood didn't exercise good judgment in choosing a buyer,
Ms. Rodriguez relates.

"They've done what they're supposed to do, they've done it in a
timely fashion, they're pursuing the plan and the disclosure
statement that were filed before the (bankruptcy started)," Ms.
Ms. Rodriguez quotes Judge Callaway as saying from the bench at a
recent hearing.  "The fact (that Hollywood) made its bed with that
group of creditors only demonstrates it has a level of
intelligence that exceeds some here," Judge Callaway continued.
"They did what they had to do -- go to the largest group of
creditors and see what they wanted."

                             *    *    *

As previously reported, HCS I, Inc., the managing partner of
Hollywood Casino, entered into an Investment Agreement with
Eldorado providing for the acqquisition of the casino by Eldorado.
The Agreement also contemplates a financial restructuring of HCS
that will significantly reduce outstanding secured debt
obligations and annual cash interest payments, while rationalizing
its capital structure.

Under the proposed restructuring, holders of the Company's
existing secured notes are to receive $140 million of new first
mortgage notes, $20 million of PIK Preferred Equity Securities, a
25% non-voting equity interest in the reorganized company, and
cash in an amount to be determined, in exchange for existing
secured notes in the principal face amount of $189 million plus
accrued interest.

                       About Eldorado Resorts

Eldorado Resorts LLC owns and operates the Eldorado Hotel & Casino
in Reno, Nevada, and is a joint venture partner with Mandalay
Resort Group in the Silver Legacy Resort Casino, also located in
Reno.  The Eldorado Hotel & Casino, had net operating revenues of
$133,000,000 in 2003, has over 84,000 square feet of gaming space,
including over 1,800 slot machines and approximately 75 table
games, 817 guest rooms, 12,000 square feet of convention space and
is renowned for its eight restaurants.  The Silver Legacy Resort
Casino had 2003 net operating revenues of $152,000,000. The Silver
Legacy has over 87,000 square feet of gaming space, including over
2,000 slot machines and 80 table games, 1,170 guest rooms, 90,000
square feet of exhibit and convention space, and operates six
distinctive restaurants.

Headquartered in Shreveport, Louisiana, Hollywood Casino
Shreveport operates a casino hotel and resort featuring riverboat
gambling.  Its creditors led by Black Diamond Capital Management
filed an involuntary chapter 11 protection on September 10, 2004
(Bankr. W.D. La. Case No. 04-13259).  Robert W. Raley, Esq. at 290
Benton Road Spur, Bossier City, LA 71111 and Timothy W. Wilhite,
Esq. at Downer, Hammond & Wilhite, LLC, represent the petitioners
in their involuntary petition against the Debtor.  The Company
owed $34,958,113 to the petitioners.


IAP WORLDWIDE: S&P Puts Low-B Ratings on Three Bank Loans
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to IAP Worldwide Services Inc.  At the same
time, Standard & Poor's assigned 'B+' senior secured bank loan
rating and '3' recovery rating to the company's $255 million
senior secured six-year first-lien term loan and $75 million
revolving credit facility, indicating S&P's expectation of a
meaningful (50%-80%) recovery of principal in the event of a
payment default.

In addition, Standard & Poor's assigned its 'B-' rating and '5'
recovery rating to the company's $105 million seven-year second-
lien senior secured bank facility, indicating the expectation of a
negligible (0-25%) recovery of principal in the event of a payment
default.  The outlook is stable.

The ratings on Irmo, South Carolina-based IAP reflect:

    (1) the company's aggressively leveraged balance sheet,

    (2) revenue concentration from a few large contracts, and

    (3) the less-predictable nature of contingency operations,
        which contribute the majority of revenues and profits.

These weaknesses are partly mitigated by:

    (1) low fixed-capital intensity of operations,

    (2) good performance and re-bidding record on contracts, and

    (3) favorable industry growth trends in facilities management
        and technical services segments.

The rating factors in a modest amount of integration challenges in
conjunction with IAP's acquisition of Johnson Controls World
Services Inc.

IAP provides:

    (1) facilities management,

    (2) contingency support, and

    (3) technical services,

mainly to the U.S. military but also to civilian agencies.

IAP's largest revenue segment was contingency support, at 57% 2004
pro forma revenues, including:
    (1) power generation,

    (2) air traffic control, and

    (3) transport operations

in the U.S. and in war theaters overseas.

Other revenue segments consist of:

    (1) facilities management (31%), which includes maintaining
        U.S. military bases in the U.S. and overseas, and

    (2) technical services (12%).

IAP revenues are largely concentrated in the U.S., where about
one-half of 2004 pro forma revenues were generated, and in Kuwait
and Iraq (36%).

Unrated Cerberus Capital Management L.P. (Cerberus), a private
investment firm, has a 74% ownership of IAP.  The original
founders of IAP own the balance.  IAP's revenues and margins are
dependent on the size of high-margin contingency operations
undertaken and, to a lesser extent, by shares in the outsourced
portion of the operations and maintenance piece of the overall
U.S. defense budget.  Contingency operations are short term and
less predictable in nature relative to facility management and
technical services operations segments, which are likely to
benefit from the growing trend to outsourcing.

In all business segments, IAP is likely to benefit from its strong
contract re-bid record, which lowers the risks present in the high
concentration of revenues from a few large contracts, some of
which are scheduled for re-bidding in 2005. S&P has factored into
its ratings the assumption that IAP will continue to win projects
in the re-bidding process.  IAP's strong contract re-bid record
arises from its high level of contract performance and high
switching costs to customers.

Other business strengths include:

    (1) low fixed- and working-capital intensity, which result in
        higher cash flow generation, and

    (2) IAP's largely variable cost structure.

The financial profile is vulnerable.  The company's total debt to
EBITDA pro forma for the transaction is high at 4.5x.  EBITDA to
interest expense is modest at 2.9x for fiscal 2004. S&P view's the
owners as having very aggressive financial policies, which
constrain credit quality.  Historical financial statements are
only partially audited. S&P expects future excess cash flow to be
used to pay down debt and for niche acquisitions. We expect total
debt to EBITDA to average 3.5x-4.0x and for funds flow from
operations to total debt to average about 10%.


INTERSTATE BAKERIES: Delays Filing of Annual & Quarterly Reports
----------------------------------------------------------------
Interstate Bakeries Corporation (OTC: IBCIQ.PK) delays the filing
of its Fiscal 2004 Form 10-K, and fiscal 2005 Form 10-Qs with the
Securities and Exchange Commission.  The Company is continuing its
review of the proper accounting treatment for a defined benefit
pension plan to which it contributes, newly discovered issues with
respect to the setting of the Company's workers' compensation and
auto/general liability reserves and an unrelated charge related to
obsolete and abandoned capital assets.

The Company said it does not expect to file its Annual Report for
the fiscal year ended May 29, 2004, until its assessment of these
issues is complete and its independent auditors complete their
audit of the Company's financial statements for the fiscal year
ended May 28, 2005, which is not expected to be completed prior to
August of 2005.  IBC remains uncertain when it will file Quarterly
Reports for the quarters ended August 21, 2004; November 13, 2004
and March 5, 2005 and amended Quarterly Reports for the quarters
ended November 15, 2003 and March 6, 2004.

                        Possible Restatements

IBC said its preliminary unaudited financial information, and
prior period financial statements may require correction or
restatement depending on the results of the Company's ongoing
review.  As previously disclosed, IBC has been reviewing the
historical accounting treatment of a defined benefit pension plan
to which it contributes on behalf of approximately 900 of its
approximately 32,000 employees.  As a result of a re-examination
of the manner in which IBC has historically accounted for the
plan, a preliminary determination has been made that the plan
should have been accounted for by IBC as a single-employer pension
plan.

IBC has always accounted for the plan as a multi-employer pension
plan.  However, the plan is neither a multi-employer pension plan
nor a typical single-employer pension plan.  Instead, the plan is
a unique type of pension plan to which multiple unaffiliated
employers make contributions.  Prior to the date that IBC became a
contributing employer in 1989, the plan was granted a
"grandfather" exemption by the federal regulatory agencies
responsible for regulating pension plans, which permits the plan
to treat itself as an aggregate of single-employer pension plans.
As part of this "grandfather" exemption, federal regulatory
agencies have not required the plan to regularly report the type
of information necessary to allow IBC to account for it as a
typical single-employer defined benefit plan.

IBC is attempting to obtain the necessary information from the
plan to assess the impact of the change in accounting treatment on
the Company's financial statements.  To date, IBC has not been
able to obtain information deemed reliable and accurate by IBC
that would enable it to account for the plan as a single-employer
plan due to, among other things, a lack of historical data
available to the plan.  While there can be no assurance when, and
if, the Company will be able to obtain this information, IBC
believes that its earnings and equity will be negatively impacted
as a result of the change in accounting treatment and additional
assets and/or liabilities will be reflected in its monthly
consolidated operating reports filed with the bankruptcy court,
its preliminary unaudited financial information for its fiscal
2005 first quarter and 2004 fiscal year and, potentially, other
prior periods.  While IBC cannot predict with accuracy the amount
of any impact on earnings, any potential net liability that is
expected or any potential reduction in equity, any such earnings
impact, net liability or reduction in equity could be significant
and could adversely affect the Company's financial condition and
results of operations.

Also, as a result of an ongoing internal review, IBC has
determined that it understated certain estimated liabilities in
connection with setting the proper accrual for workers'
compensation and auto/general liability reserves for the fiscal
year ended May 29, 2004, and the fiscal 2005 first quarter.  Based
on the Company's review to date, IBC estimates that it may have to
increase its current reserves for workers' compensation and
auto/general liability by approximately $5 million, some of which
may be related to prior periods, in addition to the previously
announced approximately $40 million increase to workers'
compensation reserves.  Any increase in reserves will result in a
corresponding charge to pre-tax income.

IBC also will incur a non-cash charge of approximately $8 million
to pre-tax income in fiscal 2005 related to the book value of its
capital assets, resulting primarily from obsolete and abandoned
equipment identified as a result of its annual capital asset
inventory process.  The Company is working to determine whether
any portion of this non-cash charge should be taken in prior
periods.

                       Sarbanes-Oxley Act

IBC expects that management's annual report on internal control
over financial reporting, to be included in its fiscal 2005
Form 10-K, as required by Section 404 of the Sarbanes-Oxley Act,
will likely not be completed at the time the fiscal 2005 Form 10-K
is filed.  It is likely that even a preliminary report on internal
controls will identify significant deficiencies and potentially
material weaknesses in internal controls, particularly in the
areas of:

   -- the Company's newly implemented financial reporting system;

   -- the proper accounting for the defined benefit pension;

   -- the setting of its workers' compensation and auto/general
      liability reserves;

   -- the maintenance of proper capital asset accounts; and

   -- its ability to prepare accurate and timely financial
      statements.

As it completes its assessment, management may identify additional
control deficiencies that result in material weaknesses.  In the
event that IBC identifies material weaknesses, management's
assessment will conclude that the Company's internal control over
financial reporting is ineffective.

IBC remains uncertain when it will file Quarterly Reports for the
quarters ended August 21, 2004, November 13, 2004 and March 5,
2005 and amended Quarterly Reports for the quarters ended
November 15, 2003 and March 6, 2004.  As previously disclosed, IBC
expects that its fiscal 2005 reports would reflect significant
asset impairment charges recognized as the result of its
bankruptcy filing and its fiscal 2005 financial performance as
well as the impact of the change in accounting treatment for the
defined benefit pension plan and the issues discussed above.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.


INTERSTATE BAKERIES: Teamsters Want Until May 21 to File Claim
--------------------------------------------------------------
The Trustees of Teamsters Local Union Nos. 443, 493 and 677
Health Services & Insurance Plan ask the U.S. Bankruptcy Court for
the Eastern District of Missouri to extend the time to file Proofs
of Claim in Interstate Bakeries Corporation and its debtor-
affiliates' Chapter 11 cases to May 21, 2005.  The Teamsters
Unions need to complete the audit of the Debtors' payroll records
and determine the extent of contributions due and owing to them,
Gregory S. Campora, Esq., at Robert, Cheverie & Associates, P.C.,
in East Hartford, Connecticut, says.

The Teamsters Unions believe that the extension is permissible
under "excusable neglect," pursuant to Rule 9006(b) of the
Federal Rules of Bankruptcy Procedure.

According to Mr. Campora, the Debtors and the Teamsters Unions
are parties to Collective Bargaining Agreements that require the
Debtors to pay fringe benefit contributions to the Teamsters
Unions on behalf of the Debtors' employees who are covered by the
Collective Bargaining Agreements.

The Teamsters Unions, Mr. Campora explains, did not file Proofs
of their Claim on or before the March 21, 2005, General Claims Bar
Date in the Debtors' cases because they had no knowledge that
there were any contributions owed.

Furthermore, as a result of a routine audit of the Debtors'
payroll records, Mr. Campora notes that the Debtors may have
failed to make contributions, as required pursuant to the
Collective Bargaining Agreements.  Consequently, Mr. Campora
relates, the audit has not been finalized due to:

    (a) the complexity of the issues raised in the audit;

    (b) the difficulty in traveling between Biddeford, Maine, and
        the central Connecticut area; and

    (c) the difficulty in scheduling time for the Teamsters
        Unions' auditors to have access to the Debtors' payroll
        records.

                           Debtors Object

Bankruptcy Rule 9006(b)(1) permits a claimant to seek authority
to enlarge the time to file a proof of claim.  J. Eric Ivester,
Esq., at Skadden Arps Slate Meagher & Flom LLP, in Chicago,
Illinois, contends that the rule requires a claimant not only to
show cause, but also to show "excusable neglect," if the claimant
requests the enlargement of time after the specified period has
expired.

Mr. Ivester asserts that the Teamsters Unions fail to:

    (1) provide information as to when the routine audit occurred,
        when they discovered that a claim might exist, or
        why they waited for an audit to determine whether they had
        a claim against the Debtors when they could easily have
        filed a claim for an unknown amount dependent on the
        outcome of the audit;

    (2) admit that they were neglectful in any way, without which,
        there is no conduct for the Court to evaluate and
        determine whether it should be deemed "excusable" or not;

    (3) allege that they had insufficient notice of the Bar Date;

    (4) provide a valid excuse as to why their Motions were not
        filed prior to the Bar Date when they could have easily
        filed a contingent or precautionary claim; and

    (5) meet their burden in establishing that the equities weigh
        towards the Court finding that their neglect was
        excusable.

"Even if the court were to find neglect, it was not excusable,"
Mr. Ivester says.  "The Plan Claimants apparently had notice of
the Bar Date and yet took no actions to preserve their rights."

Since the Teamsters Unions have not presented sufficient facts to
establish that their failure to file a timely proof of claim was
due to "excusable neglect," the Debtors ask the Court to deny the
Teamsters Unions' requests.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


IPSCO INC: Hosting First Quarter Webcast on Tuesday
---------------------------------------------------
IPSCO Inc. (NYSE: IPS) invites you to listen to the live webcast
of its 2005 first quarter conference call at 10:00 AM EDT on
Tuesday, April 26, 2005.  During the call, IPSCO President and
CEO, David Sutherland and Senior Vice President and Chief
Financial Officer, Vicki Avril will discuss IPSCO Inc.'s quarterly
results.

Persons wishing to listen to the webcast may access it through the
Company's website at http://www.ipsco.com/The conference call,
including the question and answer portion, will also be archived
on IPSCO's web site for three months.

                        About the Company

IPSCO operates steel mills at three locations and pipe mills at
six locations in Canada and the United States.  As a low cost
North American steel producer, IPSCO has a combined annual steel
making capacity of 3,500,000 tons and provides further processing
at its five cut-to-length lines located in both the U.S. and
Canada.  The Company's tubular facilities produce a wide range of
tubular products including line pipe, oil and gas well casing and
tubing, standard pipe and hollow structurals.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Moody's Investors Service upgraded its senior implied rating for
IPSCO, Inc., to Ba2.  The upgrade reflects IPSCO's much-stronger
financial performance in response to improved market conditions
for discrete plate, coil and tubular products, and its much
improved capitalization.  In consideration of IPSCO's strong
credit metrics, low cost position, ability to further reduce
leverage as debt matures over the next two years, and the very
favorable near-term outlooks for its primary products, plate and
energy tubulars, Moody's changed IPSCO's rating outlook to
positive.

These ratings were upgraded:

   * $200 million of 8.75% guaranteed senior unsecured notes due
     2013 -- to Ba2 from Ba3,

   * senior implied rating -- to Ba2 from Ba3, and

   * senior unsecured issuer rating -- to Ba3 from B1.

As reported in the Troubled Company Reporter on February 26, 2004,
Standard & Poor's Ratings Services lowered its ratings on steel
producer IPSCO Inc., including the long-term corporate credit
rating, which was lowered to 'BB' from 'BB+'.  At the same time,
Standard & Poor's lowered its rating on the company's 5.5%
cumulative redeemable first preferred shares to 'B' from 'B+'.
The downgrade affects about US$425 million in unsecured debt.  S&P
says the outlook is stable.


JAMIE A. HAWLEY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Jamie A. Hawley
        5721 Northbrook Drive
        Plano, Texas 75093

Bankruptcy Case No.: 05-34398

Chapter 11 Petition Date: April 19, 2005

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: Howard Marc Spector, Esq.
                  Howard Marc Spector, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (214) 365-5377
                  Fax: (214) 237-3380

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


KAISER ALUMINUM: Senior Noteholders Argue Notes Are Indeed Senior
-----------------------------------------------------------------
Deutsche Bank Trust Company, National Association, serves as the
successor indenture trustee under the indenture relating to
certain 9-7/8% Senior Notes due 2002 issued by Kaiser Aluminum &
Chemical Corporation.

In the month that has elapsed since Deutsche Bank succeeded U.S.
Bank as trustee, Deutsche Bank has concerned itself primarily with
analyzing the priority disputes among the holders of the 9-7/8%
Senior Notes, the 10-7/8% Senior Notes, and the 12-3/4% Senior
Subordinated Notes issued by KACC -- the "Junior Notes."

Carl N. Kunz, III, Esq., at Morris, James Hitchens & Williams
LLP, in Wilmington, Delaware, states that the priority disputes
encompass two key issues:

   (1) Whether the subsidiary upstream guarantees of the Senior
       Notes constitute "Senior Indebtedness" under the indenture
       for the Junior Notes and, therefore, whether the Senior
       Notes are senior to the Junior Notes at the subsidiary
       level; and

   (2) If not, whether the 9-7/8% Senior Notes qualify as "Senior
       Indebtedness" under the Junior Note Indenture because
       proceeds of the 9-7/8% Senior Notes were used to refinance
       or replace a senior credit facility, such that, at the
       subsidiary level, the 9-7/8% Senior Notes are senior to
       the Junior Notes and the 10-7/8% Senior Notes.

According to Mr. Kunz, if both classes of Junior and Senior
Noteholders vote in favor of the Liquidation Plans, the
Liquidation Plans will implement a settlement of the priority
disputes pursuant to which the Junior Noteholders will receive
$8.0 million under each Liquidation Plan.  If, on the other hand,
either class of Junior or Senior Noteholders vote against either
of the Liquidation Plans, the Liquidation Plans provide that the
Court will decide that priority disputes in the context of
confirmation of the Liquidation Plans.

Deutsche Bank assumes that either the Junior or Senior
Noteholders will vote to reject at least one of the Liquidation
Plans and the Court, therefore, will be required to determine, at
least, the First Issue.  The First Issue has been the subject of
extensive briefing by the parties involved in the priority
disputes.

Mr. Kunz says that if the Court determines the upstream guarantees
of the Subsidiary Guarantors do not constitute "Senior
Indebtedness" under the Junior Note Indenture, as asserted by Law
Debenture Trust Company of New York and Liverpool Limited
Partnership, the Court will then have to decide the Second Issue.
With respect to the Second Issue and in support of the related
arguments advanced by Liverpool, Deutsche Bank urges the Court to
find that, to the extent that proceeds of the 9-7/8% Senior Notes
were used to replace, restructure or otherwise refinance part of
the senior credit facility, the 9-7/8% Senior Notes -- and all
related interest and fees -- constitute "Senior Indebtedness."

In December 1989, KACC entered into a credit agreement with
certain financial institutions, which included a $350 million
revolving credit facility and a five-year term loan.  Subsidiaries
of KACC, including those that guaranteed the Junior Notes and the
Senior Notes -- including Alpart Jamaica, Inc., Kaiser Jamaica
Corporation, Kaiser Alumina Australia Corporation, and Kaiser
Finance Corporation -- guaranteed KACC's obligations under the
1989 Credit Agreement.

In February 1993, KACC issued $400 million in principal amount of
the Junior Notes.  The Subsidiary Guarantors guaranteed the
Junior Notes at that time.  The Junior Notes were junior to the
1989 Credit Agreement at the KACC level and the Junior Note
Guarantees were junior to the 1989 Credit Agreement Subsidiary
Guarantees.

In February 1994, the Debtors completed a comprehensive
refinancing plan to, among other things, refinance the 1989
Credit Agreement and the Subsidiary Guarantors' guarantee of the
1989 Credit Agreement, which would mature in 1994.  In connection
with the 1994 Refinancing, (i) KACC replaced the 1989 Credit
Agreement with the 1994 Credit Agreement, (ii) KACC issued the
9-7/8% Senior Notes, as to which Deutsche Bank is indenture
trustee, and (iii) the Subsidiary Guarantors guaranteed both the
1994 Credit Agreement and the 9-7/8% Senior Notes.

After the 1994 Refinancing, in 1996, KACC issued the 10-7/8%
Senior Notes and the Subsidiary Guarantors issued guarantees on
the 10-7/8% Senior Notes.

              "Senior Indebtedness" Includes Debt
            Related to 1989 Senior Credit Agreement

Mr. Kunz states that there is no dispute that the Junior Notes are
subordinated to 9-7/8% Senior Notes at the parent KACC level.  Law
Debenture argues that the Junior Notes are not subordinate to the
9-7/8% Senior Notes -- or, for that matter, the 10-7/8% Notes --
at the Subsidiary Guarantors level because the guarantees of the
Senior Notes do not constitute "Senior Indebtedness" pursuant to
the Junior Note Indenture.

However, Mr. Kunz points out, Law Debenture did not address
certain provisions of the definition of "Senior Indebtedness" that
provide for the seniority of obligations incurred by the
Subsidiary Guarantors to replace, restructure, or otherwise
refinance the 1989 Credit Agreement.

Mr. Kunz tells the Court that pursuant to Section 16.02 of the
Junior Note Indenture, the Subsidiary Guarantors' guarantees of
the Junior Notes are subordinate to all debt that constitutes
Senior Indebtedness of the Subsidiary Guarantors.  Therefore, if
the Subsidiary Guarantors' guarantees of the 9-7/8% Notes
constitute "Senior Indebtedness" of the Subsidiary Guarantors,
then the 9-7/8% Note Guarantees have priority over the Junior
Note Guarantees.

                Use of 9-7/8% Notes Proceeds to
         Refinance or Replace the 1989 Credit Agreement

Mr. Kunz relates that the issuance of the 9-7/8% Senior Notes by
KACC allowed the Debtors to refinance their obligations under the
1989 Credit Agreement.  The refinancing resulted in the Debtors
owing $100 million less under the "1994 Credit Facility" than they
did under the 1989 Credit Facility.

The 9-7/8% Note Guarantees constitute, therefore, "Senior
Indebtedness" under the Junior Note Indenture to the extent the
proceeds of the 9-7/8% Senior Notes were used to replace,
restructure or otherwise refinance the 1989 Credit Facility.
Pursuant to the Junior Note Indenture, then, the Junior Note
Guarantees are subordinate to the 9-7/8% Note Guarantees.

If the Court rules that the subsidiary upstream guarantees of the
Senior Notes do not constitute "Senior Indebtedness" under the
Junior Note Indenture, Deutsche Bank asks Judge Fitzgerald to find
that the 9-7/8% Senior Notes constitute "Senior Indebtedness" of
the Liquidating Debtors because the proceeds of those 9-7/8%
Senior Notes were used to replace, restructure, or otherwise
refinance the 1989 Credit Agreement.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represents the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KRAMONT REALTY: Centro Watt Merger Prompts Moody's to Hold Ratings
------------------------------------------------------------------
Moody's announced that the ratings of Kramont Realty Trust have
been confirmed with a stable outlook, and will be subsequently
withdrawn.  Moody's placed Kramont's B3 preferred stock rating on
review for upgrade following the REIT's announcement in mid-
December 2004 that it had agreed to merge into Centro Watt America
REIT III LLC, an affiliate of Melbourne, Australia-based Centro
Properties Limited (ASX: CNP), a property trust.  A shareholders
vote on April 14, 2005 approved the merger.

As part of the merger, Kramont's Series E preferred shareholders
are receiving a US$25 liquidation preference payout, plus accrued
and unpaid dividends, per preferred share.  The REIT's Series B-1
convertible stockholders had the option to convert their shares
into Kramont common stock.  Any remaining B-1 preferred shares
upon merger closing are receiving preferred shares in the new
entity, which will simultaneously be liquidated at a price of
US$25, plus accrued and unpaid dividends, per preferred share.  In
sum, all of Kramont's rated preferred stock is being liquidated.

The following ratings have been confirmed and will be withdrawn:

                      Kramont Realty Trust

    (1) Series B-1 and Series E Preferred Shares at B3;

    (2) preferred stock shelf at (P)B3; and

    (3)unsecured debt shelf at (P)B1.

Kramont Realty Trust [NYSE: KRT], headquartered in Plymouth
Meeting, Pennsylvania, USA, was a real estate investment trust
(REIT) specializing in the acquisition, leasing, development and
management of neighborhood and community shopping centers.  At
December 31, 2004, Kramont had assets of US$858 million and equity
of US$270 million.  Centro Properties Group is an Australian
listed property organization that currently manages a retail
property portfolio of approximately A$5.2 billion with 130
shopping centers in Australia.  With its joint venture partner
Watt Commercial properties, Centro owns and manages 17 retail
properties in the USA totaling 3.9 million square feet.


LAIDLAW INT'L: Writes Off $127 Million of Deferred Tax Assets
-------------------------------------------------------------
During the second quarter of fiscal 2005, Laidlaw International,
Inc., wrote off $127 million of deferred tax assets against its
$305 million valuation allowance for carryforwards that will be
used as part of a recent settlement with the Internal Revenue
Service and for carryforwards which management believes will not
likely be available for use against future income.

Laidlaw Senior Vice-President and Chief Financial Officer Douglas
A. Carty says the remaining $178 million of valuation allowance
was reversed in its entirety as recent historical and current
projected results reflect a level of income that supports a
conclusion that it is more likely than not that Laidlaw will
fully recover the remaining surviving carryforwards.

"The results of the Company considered the sale of the healthcare
segments and the retirement of the Term B debt and reduction in
related interest costs," Mr. Carty says.  As required under fresh
start accounting rules, the reversal first eliminated all
remaining goodwill established at fresh start, with the balance
reducing other intangibles established in conjunction with fresh
start accounting.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc. -- http://www.laidlaw.com/-- is
North America's #1 bus operator.  Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada.  Laidlaw filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099).  Garry M. Graber, Esq., at Hodgson Russ LLP, represents
the Debtors.  Laidlaw International emerged from bankruptcy on
June 23, 2003.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2004,
Moody's Investors Service has placed the long-term debt ratings of
Laidlaw International, Inc., under review for possible upgrade.
The review is prompted by the recent announcement by the company
that it had entered into a definitive agreement to sell both of
its healthcare businesses to Onex Partners LP, an affiliate of
Onex Corporation, for $820 million.  Net proceeds after fees and
assumption of a small amount of debt by the buyer is estimated at
$775 million, with a majority of the proceeds intended to be used
to repay substantial levels of Laidlaw's existing debt.  Moody's
has also assigned a Speculative Grade Liquidity Rating of SGL-2 to
Laidlaw International, Inc.  As part of the rating action, Moody's
has reassigned to Laidlaw International, Inc., certain ratings,
including the senior implied and senior unsecured issuer ratings,
originally assigned at Laidlaw, Inc., in order to reflect more
appropriately the company's current organizational structure.

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Laidlaw International, Inc.,
on CreditWatch with positive implications.  The rating action
follows Laidlaw's announcement that it has entered into definitive
agreements to sell both of its health care companies, American
Medical Response and Emcare, to Onex Partners L.P. for
$820 million.  Laidlaw expects to receive net cash proceeds of
$775 million upon closing of the transaction, which is expected by
the end of March 2005.  Naperville, Illinois-based Laidlaw
currently has about $1.5 billion of lease-adjusted debt.


LARRY BJURLIN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Larry Bjurlin
        4120 East Sunnyside Drive
        Phoenix, Arizona 85028

Bankruptcy Case No.: 05-06793

Chapter 11 Petition Date: April 20, 2005

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  Hebert Schenk P.C.
                  4742 North 24th Street, Suite 100
                  Phoenix, Arizona 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


LEWIS UNIVERSITY: Moody's Holds Ba1 Rating on $27 Million Bonds
---------------------------------------------------------------
Moody's Investors Service affirmed Lewis University's Ba1 long-
term debt rating, with a continued stable rating outlook.  This
action affects $27 million of outstanding debt - specifically the
Series 1994 and the Series 1996 Revenue Bonds - issued through the
Illinois Educational Facilities Authority.

The rating affirmation reflects the University's:

                            Strengths

    (1) Sound market position, in a demographically strong area
        outside of Chicago and with increased management focus on
        enhancing its core undergraduate market position,
        reflected in ongoing enrollment growth (26% over the past
        five years to 3,642 full-time equivalent students), as
        well as improved undergraduate selectivity (67% in 2004
        compared to 70% in 2000), and growth in net tuition (up 6%
        since 2002)

    (2) Modest operating performance, with essentially breakeven
        operations, as calculated by Moodys, although performance
        rose signficantly to a 1.6% operating surplus in FY 2004.
        This reflects the University's controlled expense growth,
        substantially grown tuition revenue and conservative
        budget assumptions, including budgeting for depreciation
        and for zero appreciation of equity investments and, for
        the current fiscal year (FY 2005), no dividend and
        interest income.

    (3) Good debt service coverage, with three-year average debt
        service coverage of 1.6 times in FY 2004.

                           Challenges

    (1) Continued slim liquid financial resource base, with
        unrestricted and expendable resources totaling $2.5
        million and $6.1 million, respectively, for FY 2004 out of
        total financial resources of $24.6 million.*

        Management reports that an additional $1.4 million of
        temporarily restricted investments could be reclassified
        as unrestricted.  Much of the increase in financial
        resources was due to an unrealized gain on land that is
        recognized by the University as investments.  The
        University owns a total of 376 acres.  The 139 acre core
        campus is carried at historical cost and as a capital
        asset.  Adjacent vacant land (237 acres) is carried as an
        investment.

    (2) High debt levels relative to resources, with unrestricted
        and expendable resources providing 0.05 times and 0.13
        times, respectively, of total outstanding debt.  The
        University continues to incorporate a high level of bank
        borrowing in their debt structure.

Recent Developments/Results:

Lewis University's thin unrestricted liquidity has been driven by
a combination of management's decision to continue to invest in
property around campus, as well as investment losses in previous
years.  Although the audited statements report the land as
investments (representing $15.6 million of the total $37.9 million
reported in the audited results), Moody's reclassifies the land as
a permanent net asset, reflecting the longer-term intent of the
University to develop the land and the relatively illiquid nature
of the investment.  If any part of the land is developed for the
University's own purposes, it will be reclassified as capital
assets.  Moody's believe that the land held in the University's
investments is ultimately worth at least as much as its reported
value, which was recently increased in carrying value due to an
appraisal, and that it could be liquidated within a three-year
time frame if the need arose.

Although unsecured, the University has utilized bank lines for
cash flow borrowing.  It recently renewed its operating three year
revolving line of credit and obtained a new construction line to
provide funds to construct a student resident hall.  The
agreements for the lines incorporate the same covenants as the
University's 1994 and 1996 bond indentures, including a debt
service coverage test.  Moody's believes the use of nearly $7.4
million in average operating line of credit borrowing (nearly $10
million at fiscal year end) on its $15 million operating line,
which expires periodically, introduces additional risk for the
University compared to long-term financing.

Legal Security:

The Series 1994 and Series 1996 Bonds are unsecured general
obligations of the University, and have general covenants related
to current debt level outstanding and maximum annual debt service.
The bank facilities are also unsecured and have incorporated the
same covenants, as well as a cross default to debt and a material
adverse change (MAC) clause for non-funding.

Debt Related Derivative Instruments: None

                             Outlook

The stable outlook reflects Moody's belief that the University's
balanced operating performance and continued enrollment growth
provide stability for the limited resource base of the University.

                  What Could Change the Rating - UP

     (1) Substantial increase in liquid financial resources
         contributing to increased expendable financial resources,
         coupled with a reduced reliance on external bank lines;
         and

     (2) improved operating performance providing greater surplus
         to net assets.

                What Could Change the Rating - DOWN

    (1) Decline in liquidity and total financial resources,

    (2) operating deficits, and

    (3) unexpected declines in enrollment.

Key Indicators (FY 2004 financial statements, Fall 2004
enrollment):

    (1) Total Enrollment: 3,642 full-time equivalent students

    (2) Total Financial Resources: $24.56 million

    (3) Total Pro-Forma Direct Debt (including additional $8.9
        million revolving construction line of credit yet to be
        drawn): $46.8 million

    (4) Unrestricted Resources to Pro-Forma Debt: 0.05 times*

    (5) Expendable Resources to Pro-Forma Debt: 0.13 times*

    (6) Total Cash and Investments to Pro-Forma Debt: 0.54 times

    (7) Expendable Resources to Operations: 0.11 times*

    (8) Average Operating Margin: -0.1%

* Unrestricted and expendable resources exclude $15.6 million in
land holdings reported as unrestricted investments, categorized by
Moody's as permanent net asset and part of total financial
resources in FY2004.  In FY2003, these land holdings were
categorized as expendable net assets by Moody's.  Prior to FY2001,
these land investment holdings were categorized by Moody's as
unrestricted.  Moody's treatment of these holdings as a
permanently restricted resource reflects our belief that the land
is not a near-term source of liquidity for the University, but may
be a source of income over the long-term, similar to a permanent
endowment.


LYONDELL CHEMICAL: Good Performance Prompts S&P to Lift Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Lyondell
Chemical Co. and its 100%-owned affiliates, Equistar Chemicals
L.P. and Millennium Chemicals Inc., and simultaneously removed the
ratings from CreditWatch, where they were placed with positive
implications on Feb. 4, 2005.

"The rating actions, including the upgrade of the corporate credit
ratings to 'BB-' from 'B+', reflect favorable operating prospects
over the intermediate term, and the strong expectation that
management will continue to prioritize debt reduction as the
chemicals cycle gradually improves," said Standard & Poor's credit
analyst Kyle Loughlin.

Houston, Texas-based Lyondell Chemical has more than $7.5 billion
in debt outstanding (including a pro-rata portion of 58.75% of
Lyondell-CITGO Refining L.P.'s debt but excluding more than $1.5
billion of tax-adjusted unfunded post-retirement benefit
obligations and other adjustments to capitalize operating leases
and accounts receivable sales).  The outlook is positive.

The ratings on Lyondell Chemical reflect:

    (1) an improving but still-aggressive capital structure
        stemming from its 1998 acquisition of ARCO Chemical Co.,
        which overshadows the company's satisfactory business
        profile derived from leading positions in several
        commodity chemical product categories, and

    (2) financial policies that support restoration of the
        financial profile.

Standard & Poor's expects that the business environment will
support a gradual trend of improvement in Lyondell's highly
leveraged financial profile.  Lyondell's debt reduction plans,
together with a recovery within its key business units, could
support a slightly higher rating so long as economic conditions
remain favorable and the company is able to substantially
strengthen operating results for 2005.  To achieve higher ratings,
considerable progress will have to be made toward the company's
debt reduction goals in advance of the next industry downturn.

Adverse developments, with respect to raw-material price trends,
MTBE market dynamics, or Lyondell-CITGO's ability to continue to
provide cash distributions to Lyondell will remain risks given
Lyondell's still-significant debt burden, but should be manageable
with prudent liquidity management.


MAGSTAR TECHNOLOGIES: Equity Deficit Narrows to $4.9M at Dec. 31
----------------------------------------------------------------
MagStar Technologies, Inc. had a $3,039,095 working capital
deficit at December 31, 2004, compared to a $6,993,750 working
capital deficit at December 31, 2003.  The current ratio was 0.37
at December 31, 2004, compared to 0.21 at December 31, 2003.  The
decrease in the working capital deficit and the increase in the
current ratio are primarily due to a decrease in senior debt.

The Company had negative cash flows from operations of $161,982
for the year ended December 31, 2004, compared to negative cash
flows from operations of $1,724,766 for the year ended December
31, 2003.  The Company's ability to meet its continuing cash
requirements in the future is dependent on achieving adequate
sales and margins from its manufacturing operations.

In 2004, the Company had a $213,317 net loss compared to a
$545,163 net income for 2003.  Had the Company not recorded
$1,205,000 other income in 2003, it would have recorded a net loss
of $659,837 in 2003.  Generally, the Company does not pay regular
income taxes because of the availability of its net operating loss
carry forwards.

The Company does not expect capital needs in 2005 to exceed the
capacity of its asset based line of credit as allowable
receivables and inventory borrowings are expected to cover
operating requirements.  While the asset based line of credit
expires in June 2005, the Company believes it will be able to
replace this facility.  In addition, borrowing agreements with the
Company's major shareholder are expected to remain in place. The
Company believes that cash from operations, renewal of and
advances from its credit facility and borrowings from its major
shareholder will provide enough liquidity for the next 12 months
of operations.

Management's plans and objectives to improve the financial
condition of the Company are based on a strategy to become a
technology leader in centrifuge and conveyor design and production
by being a product focused company, growing sales, reducing debt,
and accumulating cash.

MagStar Technologies is a prototype developer and manufacturer of
centrifuges, conveyors, medical devices, spindles, and sub
assemblies.  Its technical abilities in design, process, and
manufacturing specialize in the "concept-to-production" process
designed to result in short manufacturing cycles, high
performance, and cost effective products such as electro-
mechanical assemblies and devices for over two dozen medical,
magnetic, motion control, factory and laboratory automation and
industrial original equipment manufacturers -- OEMs.  The Company
strives for a unique identity as it emphasizes its design and
manufacturing engineering capabilities, partnering with customers,
providing engineering solutions and machining, manufacturing, and
assembly services for efficiently manufactured, long life
assemblies.

As of Dec. 31, 2004, MagStar Technologies' equity deficit narrowed
to $4,907,477 from a $9,033,914 equity deficit at Dec. 31, 2003.


MASSMUTUAL HIGH: Fitch Ups Fixed-Rate Secured Sub. Notes to BB
--------------------------------------------------------------
Fitch Ratings has taken rating actions on MassMutual High Yield
Partners II L.L.C.

This security has been upgraded:

   -- Fixed-rate secured subordinated notes upgraded to 'BB' from
      'B';

Additionally, these securities have paid-in-full to date:

   -- Floating-rate senior secured notes;
   -- Fixed-rate senior secured notes;
   -- Floating-rate secured subordinated notes.

MassMutual High Yield Partners II L.L.C. -- HYP II -- is a
collateralized debt obligation -- CDO -- managed by Babson Capital
Management L.L.C.  HYP II was established in September 1996 to
issue debt and equity securities and invest the proceeds in high
yield bank loans, publicly tradable high-yield securities,
privately placed high-yield securities, and 'special situation'
investments such as distressed debt and public and private
equities.  HYP II was refinanced in June 1998.  HYP II is a hybrid
between a cash flow and market value structure.  As such, it
provides noteholders with a combination of structural protections
typically not found together in one transaction, such as quarterly
valuations of the portfolio investments, over-collateralization
tests, liquidity tests, interest coverage tests, cash flow
coverage tests and weighted average rating restrictions.

Fitch has reviewed the credit quality of the individual assets
comprising the portfolio.  Overall, in view of the current credit
environment and substantial recoveries regarding illiquid assets,
HYP II has significantly improved since the last review in June
2003.  Per the March 2005 trustee report, HYP II is passing all of
its quarterly financial covenants.  The current liquid asset
coverage ratio and the collateral coverage ratio have increased
from 3.08 and 1.12 to 9.36 and 1.80, respectively.  In addition,
the projected total interest coverage ratio and the cash interest
coverage ratio increased from 1.47 and 1.42 to 2.71 and 2.17,
respectively.  Also since the last review, defaulted assets have
decreased from approximately $75 million to approximately $14
million.  As a result of this analysis, Fitch has determined that
the current ratings assigned to the fixed-rate secured
subordinated notes do not reflect the overall improved status of
HYP II.

Fitch will continue to monitor and review this transaction for
future rating adjustments, as needed.  Additional deal information
and historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/


METROPOLITAN MORTGAGE: Files Amended Chapter 11 Plan in Washington
------------------------------------------------------------------
Metropolitan Mortgage & Securities Co., Inc., and its
debtor-affiliate, Summit Securities, Inc., filed its First Amended
Disclosure Statement and First Amended Joint Plan of
Reorganization with the with the U.S. Bankruptcy Court for the
Eastern District of Washington on April 1, 2005.

The Amended Plan's main focus is to maximize the percentage
recovery by Debt Security holders and other general unsecured
creditors from the limited pool of the Debtors' remaining assets.

The Plan provides for the establishment of two trusts:

    -- the Metropolitan Creditors' Trust, whose sole beneficiaries
       are certain general unsecured creditors of Metropolitan,
       and

    -- the Summit Creditors' Trust, whose sole beneficiaries are
       certain general unsecured creditors of Summit.

The Plan contemplates the appointment of a single, independent
Trustee for the administration of the two Creditors' Trusts, but
subject to the advice and consultation of two advisory groups of
beneficiaries, one group comprised of up to ten members designated
by the Metropolitan Creditors' Committee, and one group comprised
of up to ten members designated by the Summit Creditors'
Committee.

Under the Plan, Metropolitan Mortgage and Summit Securities have
their respective groups of claims and interests.  There are nine
classes of claims and interests for both Metropolitan and Summit
respectively.

               Metropolitan Claims and Interests

Unimpaired Claims consist of:

   a) Other Priority Unsecured Claims have mostly been paid in the
      Metropolitan's ordinary course of business, and any valid
      unpaid claims will be paid in full, in cash or in some other
      mutually agreeable compensation arrangement between
      Metropolitan and the claims holder; and

   b) Secured Claims will be paid in full in cash, or they will
      receive the proceeds from the Debtors' property securing the
      those holders' allowed Secured Claims to the extent of the
      value of those holders' interest in the property.

Impaired Claims consist of:

   a) General Unsecured Claims and Intercompany Affiliate Claims
      will receive their respective Pro Rata beneficial interest
      in the Metropolitan Creditors' Trust;

   b) Subordinated Debentures Securities Claims will not receive
      any property on account of those Claims, and Preferred Stock
      Interests will not receive any property on account of those
      Interests;

   c) Subordinated Preferred Stock Securities Claims will not
      receive any property on account of those Claims;

   d) Metropolitan Common Stock Interests will be cancelled under
      the Plan and will not receive any property on account of
      those Interests, and Intercompany Claims will be eliminated
      under the Plan.

                       Summit Claims and Interests

Unimpaired Claims consist of:

   a) Other Priority Unsecured Claims have mostly been paid in the
      Summit's ordinary course of business, and any valid
      unpaid claims will be paid in full, in cash or in some other
      mutually agreeable compensation arrangement between
      Metropolitan and the claims holder; and

   b) Secured Claims will be paid in full in cash, or they will
      receive the proceeds from the Debtors' property securing the
      those holders' allowed Secured Claims to the extent of the
      value of those holders' interest in the property.

Impaired Claims consist of:

   a) General Unsecured Claims and Intercompany Affiliate Claims
      will receive their respective Pro Rata beneficial interest
      in the Summit Creditors' Trust;

   b) Subordinated Debentures Securities Claims will not receive
      any property on account of those Claims, and Preferred Stock
      Interests will not receive any property on account of those
      Interests;

   c) Subordinated Preferred Stock Securities Claims will not
      receive any distribution or property on account of those
      Claims; and

   d) Common Stock Interests will be cancelled under the Plan and
      will not receive any property on account of those Interests,
      and Intercompany Claims will be eliminated under the Plan.

Full text copies of the Amended Disclosure Statement and Amended
Plan are available for a fee at:

   http://www.researcharchives.com/bin/download?id=050420024849

         -- and --

   http://www.researcharchives.com/bin/download?id=050420024202

Headquartered in Spokane, Washington, Metropolitan Mortgage &
Securities Co., Inc., owns insurance businesses.  Metropolitan
filed for Chapter 11 protection (Bankr. E.D. Wash. Case No. 04-
00757), along with Summit Securities Inc., on Feb. 4, 2004.  Bruce
W. Leaverton, Esq., at Lane Powell Spears Lubersky LLP and Doug B.
Marks, Esq., at Elsaesser, Jarzabek, Anderson, Marks, Elliot &
McHugh represent the Debtors in their restructuring efforts.  When
Metropolitan Mortgage filed for chapter 11 protection, it listed
total assets of $420,815,186 and total debts of $415,252,120.


METROPOLITAN MORTGAGE: Plans to Sell Hawaii Lots to Generate Cash
-----------------------------------------------------------------
Metropolitan Mortgage & Securities Inc. owns beachfront property
45 minutes away from Honolulu, Hawaii.  The company wants to sell
the prime lots to the highest bidder to generate cash to pay
creditors.  Metropolitan expects to get at least $12 million from
the sale after satisfying notes and other contingencies, the
Associated Press reports.

The AP reports that the company already has offers topping $18
million for the beachfront lots.  The AP adds that the lots were
purchased by the company's founder, C. Paul Sandifur, Sr., for $17
million.

Headquartered in Spokane, Washington, Metropolitan Mortgage &
Securities Co., Inc., owns insurance businesses.  It filed for
Chapter 11 protection (Bankr. E.D. Wash. Case No. 04-00757), along
with Summit Securities Inc., on Feb. 4, 2004.  Bruce W. Leaverton,
Esq., of Lane Powell Spears Lubersky LLP and Doug B. Marks, Esq.,
of Elsaesser, Jarzabek, Anderson, Marks, Elliot & McHugh represent
the Debtors in their restructuring efforts.  When Metropolitan
Mortgage filed for chapter 11 protection, it listed assets of
$420,815,186 and debts of $415,252,120.   As reported in the
Troubled Company Reporter on Sept. 24, 2004, Metropolitan Mortgage
& Securities Co., Inc., and its debtor-affiliate Summit
Securities, Inc., filed a Joint Plan of Reorganization that would
form the Metropolitan Creditors' Trust to convert assets to cash,
resolve creditors' claims, and make distributions to creditors.


METROPOLITAN MORTGAGE: Taps Fulcrum Financial as Consultants
------------------------------------------------------------
Metropolitan Mortgage & Securities Co., Inc., and its
debtor-affiliate ask the U.S. Bankruptcy Court for the Eastern
District of Washington for permission to employ Fulcrum Financial
Inquiry LLP as their consultants.

Fulcrum Financial is expected to:

   a) investigate all possible claims that are held by the
      bankruptcy estates of Metropolitan Mortgage and Summit
      Securities, Inc.;

   b) provide expert witness testimony to the Debtors and evaluate
      the various contentions raised by the Chapter 11 Examiner in
      the Debtors' bankruptcy cases; and

   c) provide all other accounting, financial, and valuation
      analysis services that are appropriate and necessary in the
      Debtors' chapter 11 cases.

David Nolte, C.P.A., and Paul A. Quintiliani, are the lead
professionals at Fulcrum Financial performing services to the
Debtors.  Mr. Nolte charges $450 per hour for his services, while
Mr. Quintiliani charges $375 per hour.

Mr. Nolte reports Fulcrum Financial's professionals bill:

    Designation           Hourly Rate
    -----------           -----------
    Principals            $450
    Managers              $235 - $375
    Consultants           $125 - $225
    Paraprofessionals     $85

Fulcrum Financial assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Spokane, Washington, Metropolitan Mortgage &
Securities Co., Inc., owns insurance businesses.  Metropolitan
filed for Chapter 11 protection (Bankr. E.D. Wash. Case No. 04-
00757), along with Summit Securities Inc., on Feb. 4, 2004.  Bruce
W. Leaverton, Esq., at Lane Powell Spears Lubersky LLP and Doug B.
Marks, Esq., at Elsaesser, Jarzabek, Anderson, Marks, Elliot &
McHugh represent the Debtors in their restructuring efforts.  When
Metropolitan Mortgage filed for chapter 11 protection, it listed
total assets of $420,815,186 and total debts of $415,252,120.


MIRANT CORP: MAGi Bondholders Says Plan is Unconfirmable
--------------------------------------------------------
The Ad Hoc Committee of Bondholders of Mirant Americas Generation,
LLC, contends that Mirant Corporation and its debtor-affiliates'
Amended Disclosure Statement describes a plan of reorganization
that manifestly is not confirmable.  Moreover, even assuming the
Plan was confirmable, the Ad Hoc Committee asserts that the
Amended Disclosure Statement does not contain information
sufficient to permit creditors to make an informed decision
regarding the Plan.  For these reasons, the Ad Hoc MAGi Committee
asks the Court to deny approval of the Amended Disclosure
Statement.

The Ad Hoc MAGi Committee consists of:

   1.  D.E. Shaw Laminar Portfolios, L.L.C.,
   2.  John A. Levin & Co.,
   3.  Halcyon Asset Management LLC,
   4.  Longacre Management, LLC,
   5.  Davidson Kempner Capital Management, LLC,
   6.  Satellite Asset Management, L.P., and
   7.  Trilogy Capital LLC.

The members of the Ad Hoc MAGi Committee hold 8.3% Senior Notes
due 2011, 8.5% Senior Notes due 2021, and 9.125% Senior Notes due
2031, which were issued pursuant to supplemental indentures to
the Indenture dated as of May 1, 2001, between MAGi and Bankers
Trust Company, as Indenture Trustee.

Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
explains that, although the Debtors' Plan treats the holders of
the Long-Term Notes issued by MAGi as unimpaired, the Plan
substantially impairs the Long-term Noteholders in a number of
fundamental ways.  The creation of a new intermediate holding
company directly under MAGi, which would directly or indirectly
own 100% of the equity interests in the current operating
subsidiaries of MAGi, would significantly impair the Long-term
Noteholders' legal, equitable, and contractual rights.  The Long-
term Notes would become structurally subordinated to more than $2
billion of new debt at New MAG HoldCo.

Under the Indentures, the Long-term Notes are pari passu with
MAGi's unsecured notes maturing in 2006 and 2008, and MAGi's bank
debt.  Under the Plan, however, the Long-term Notes would be
structurally subordinated to approximately $1.32 billion of New
MAG HoldCo Notes and at least $750 million of Exit Financing
Debt.  In any future bankruptcy, the Long-term Noteholders, who
would have the status of mere equity participants in New MAG
HoldCo, could draw on New MAG HoldCo's assets only after the
claims of New MAG HoldCo's creditors -- comprising more than $2
billion of note and bank debt -- were fully satisfied.

Thus, the MAGi Committee says, the creation of New MAG HoldCo and
its issuance of new debt would force the Long-term Noteholders to
assume the very real risk that they would receive, at best, only
equity in a future distress situation.

Reorganized Mirant could also adopt an opportunistic reading of
the debt service coverage ratio test in Section 111 of the
Supplemental Indentures.  Section 111 provides in pertinent part:

     "The Company shall not incur any Indebtedness for
     borrowed money . . . unless on a Pro Forma Basis for
     the debt incurrence . . . based on projections prepared
     by the Company on a reasonable basis, the projected
     Senior Debt Service Coverage Ratio . . . is projected
     to be greater than or equal to 2.5 to 1. . . ."

Should New Mirant argue that the debt service coverage ratio
applies only to debt incurred directly by MAGi -- and not to debt
of its subsidiaries -- Mr. Cantor points out that the $2 billion
of new debt issued by New MAG HoldCo would not be factored into
the calculation of the Debt Service Coverage Ratio.  As a result,
New Mirant could argue that MAGi has additional debt capacity.

This reading would circumvent Section 111, Mr. Cantor says, which
was intended to place an upper limit on the aggregate debt of
MAGi and its subsidiaries.  Given that the Debtors have failed to
provide any support for the creation of New MAG HoldCo, Mr.
Cantor remarks, one can only assume that New Mirant intends to
use the New MAG HoldCo structure as a means of leveraging the
overall MAGi enterprise far beyond the debt load bargained for by
the Long-term Noteholders when they agreed to become creditors of
MAGi.

Mr. Cantor also contends that the Plan proposes to implement a
highly unusual partial and temporary substantive consolidation of
the Debtors that neither is justified by the facts nor
permissible under applicable law.

Mr. Cantor asserts that the Amended Disclosure Statement must
establish the required factual or legal predicates for the
troubling features of the Plan, including:

   -- the alleged unimpairment and proposed reinstatement of the
      Long-term Noteholders,

   -- the failure to specify whether postpetition interest will
      be paid,

   -- the creation of the new intermediate holding company
      structure,

   -- the partial and temporary substantive consolidation of the
      Debtors,

   -- the releases and permanent injunction, and

   -- the cancellation of MAGi's intercompany claims.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 60; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Wrightsville Sale Hearing Scheduled on May 25
----------------------------------------------------------
A hearing to consider Mirant Corporation and its debtor-
affiliates' proposed sale of the 548 megawatt gas-fired combined
cycle power generating facility located in Wrightsville, Arkansas,
to Arkansas Electric Cooperative Corporation will be held on at
10:30 a.m., Prevailing Central Time, on May 25, 2005.  The Sale
Hearing will be held before Judge Lynn of the U.S. Bankruptcy
Court for the Northern District of Texas.

Mirant Corporation, Mirant Wrightsville Management, Inc., and
Mirant Wrightsville Investment, Inc., are parties to a joint
development venture with Kinder Morgan Power Company.  The
parties agreed to construct and operate a nominal 548 megawatt
gas-fired combined cycle power generating facility located in
Wrightsville, Arkansas.  The development, construction and
operation of the Facility were organized through Wrightsville
Power Facility, LLC, while funding for the Facility was organized
through Wrightsville Development Funding LLC.

Wrightsville Management and Wrightsville Investment own a 51%
interest in both WPF and WDF, while Kinder owns a 49% interest in
each entity.  Mirant Americas, Inc. owns 100% of the common stock
of each of Wrightsville Management and Wrightsville Investment.

                   $85,000,000 Deal with AECC

In October 2004, the Mirant Investment Committee, a committee
comprised of the Company's senior management, granted the Debtors
permission to enter into a letter of intent with Arkansas Electric
Cooperative Corporation to negotiate a definitive agreement on an
exclusive basis.  On October 15, 2004, the parties executed the
LOI.  After extensive negotiations, the parties entered into an
Asset Purchase and Sale Agreement, with a purchase price of
$85,000,000 for the Assets.  AECC will assume certain liabilities
arising out of the ownership or operation of the Facility,
excluding real and personal property taxes for any period prior to
January 1, 2006.  The Sale Agreement supersedes and replaces the
LOI in its entirety.

Any objections Wrightsville Asset Sale must be received no later
than 4:00 p.m., Prevailing Central Time, on may 18, 2005.

The Court directs the Debtors to file and serve, not later than
May 5, 2005:

   (a) a schedule identifying the (i) contracts to be assumed and
       assigned, (ii) permits and easements to be assigned, and
       (iii) corresponding cure amounts for the Assumed
       Contracts, if any, under the asset purchase and sale
       agreement among Wrightsville Power Facility, LLC, Mirant
       Wrightsville Management, Inc., Mirant Wrightsville
       Investment, Inc., and Wrightsville Development Funding,
       LLC, on one hand, and AECC, on the other hand; and

   (b) provide notice to the non-Debtor parties to the Assumed
       Contracts and Permits and Easements with an opportunity to
       object to (i) the assumption or assignment, (ii) the Cure
       Amount relating to the Assumed Contracts, or (iii) both.

Moreover, the Debtors will provide notice of the Sale Hearing and
the auction for the sale of the Wrightsville Assets to be
published once in The New York Times (National Edition) and in
the Arkansas Democrat-Gazette.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 59; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MORGAN STANLEY: Fitch Puts Low-B Ratings on Three Mortgage Certs.
-----------------------------------------------------------------
Fitch Ratings-New York-April 19, 2005
Fitch Ratings places Morgan Stanley Dean Witter Capital I Inc.,
commercial mortgage pass-through certificates series, 2001-Top 1
on Rating Watch Negative:

     -- $5.7 million class K 'B+';
     -- $6.6 million class L 'B';
     -- $3.1 million class M 'B-'.

The classes are placed on Rating Watch Negative due to the recent
transfer of the third largest loan into special servicing and an
increase in Fitch's loss expectation for loans currently in
special servicing.

The third largest loan (4.21%) is an office property located in
San Jose, Calif.  The loan transferred to the special servicer in
February 2005 due to monetary default.  The special servicer has
filed notice of default and is attempting negotiate a possible
Deed In Lieu with the borrower.  Updated appraisal and environment
reports have been ordered.

There are two additional delinquent loans (1.21%) with the special
servicer as well as two real estate owned -- REO -- properties
(1.61%).

The classes will remain on Rating Watch Negative until the
disposition plan of the third largest loan is known or losses
become imminent from the sale of the REO properties.


NATIONAL ENERGY: Court Confirms ET Debtors' First Amended Plan
--------------------------------------------------------------
On April 19, 2005, the Hon. Paul Mannes of the U.S. Bankruptcy
Court for the District of Maryland confirmed the First Amended
Plan of Liquidation for NEGT Energy Trading Holdings Corporation,
NEGT Energy Trading - Gas Corporation, NEGT ET Investments
Corporation, NEGT Energy Trading - Power, L.P., Energy Services
Ventures, Inc., and Quantum Ventures pursuant to Section 1129 of
the Bankruptcy Code.  The Liquidating Debtors are authorized, but
not directed, to reorganize, merge, convert, or dissolve entities
and businesses that the Liquidating Debtors deem necessary or
appropriate to effectuate their liquidation.

The Liquidating Debtors are empowered to execute, deliver, file or
record contracts, instruments, releases, and other agreements or
documents and take all actions and perform all acts, including
expending funds, reasonably necessary or appropriate to
consummate, effectuate, implement, and further evidence the terms
and conditions of the Liquidation Plan.

In the event the Liquidation Plan becomes effective:

    (a) The Liquidating Debtors will retain, and confirmation of
        the Liquidation Plan will vest in the Liquidating Debtors,
        all property of their estates except any property of their
        estates that is abandoned or transferred to any other
        entity, as permitted under the Bankruptcy Code on or
        before the Effective Date; and

    (b) title to all non-excepted property will vest in the
        Liquidating Debtors, absolutely, unconditionally,
        indefeasibly and forever, on the Effective Date, free and
        clear of all Claims, all Liens securing Claims and all
        Interests -- except to the extent that those -- Claims,
        Liens, Charges, Encumbrances and Interests have been
        reinstated, or as otherwise expressly provided for in the
        Confirmed Plan.

The Liquidating ET Debtors will not be liable or responsible for
any Claim against or any obligation of the Liquidating Debtors or
their estates except as expressly assumed under the Confirmed
Plan.

Pursuant to the Confirmed Plan, the distributions and rights will
be in complete satisfaction, discharge and release, effective as
of the Effective Date, of all Claims against and Interests in the
Liquidating Debtors -- except those Liens, if any, which are
preserved pursuant to the Confirmed Plan -- on any property of
the Liquidating Debtors or their estates.

             Executory Contracts and Unexpired Leases

In the event the Effective Date does not occur, the deadline by
which the Liquidating Debtors may assume, assume and assign, or
reject any executory contracts or unexpired leases -- including
non-residential real property leases -- will be governed by any
extant orders of the Bankruptcy Court as if no confirmation of a
plan has occurred in the ET Debtors' Chapter 11 cases.

The Liquidating Debtors will pay the cure amounts related to the
Assumed Contracts pursuant to the procedures specifically set
under the Confirmed Plan.  The Liquidating Debtors will enjoy all
of the rights and benefits under the Assumed Contracts
without the necessity of obtaining any non-debtor party's consent
to the assumption of any Contract.  Notwithstanding any change-
in-control, default or termination right under any Assumed
Contract, the Assumed Contracts will not be in default and may
not be terminated as a result of any change-in-control resulting
from consummation of the Confirmed Plan.

If a dispute arises between the Liquidating Debtors and any non-
debtor party to an executory contract or unexpired lease in
connection with the assumption of the contract or lease,
including disputes as to whether cure amounts should be paid in
respect thereof, whether that contract or lease is an executory
contract, or has been terminated or expired, the Liquidating
Debtors will be entitled to reject that contract or lease by
notice to the non-debtor party without further order of the
Bankruptcy Court until 30 days following entry of a Final Order
establishing the cure amount.

In the event that the rejection of an executory contract or
unexpired lease by the Liquidating Debtors pursuant to the
Confirmed Plan results in damages to the non-debtor party or
parties to such contract or lease, that party will have 30 days
after the Effective Date to file a proof of claim for damages.
If the party fails to file a proof of claim within the 30 days,
then the party will be forever barred from filing a claim or
sharing in the Distributions under the Plan.

                       Avoidance Actions

Nothing in the Confirmed Plan will be construed to impair Energy
Services Ventures' rights in any Avoidance Actions against NEGT
Energy Trading - Power, L.P. or Power Services Company.

                   Claims Objection Deadline

Subject to further Court order, objections to Claims or Interests
may be filed by the Liquidating Debtors or any other appropriate
party-in-interest on or before 120 days after the later of:

   (a) the Effective Date; or

   (b) the date a Claim or Interest is filed with the Court and
       served on counsel for the Liquidating Debtors.

A Claim may not be filed after the Confirmation Date without the
prior authorization of the Court.  A Claim may be amended after
the Confirmation Date solely to decrease the amount of the Claim.

The confirmation of the Plan -- subject to the occurrence of the
Effective Date -- will:

   (a) discharge the Liquidating Debtors from:

       -- any debt or liability that arose before the
          Confirmation Date, or which might at any time on or
          after the Confirmation Date arise out of or relate,
          directly or indirectly, to any pre-Confirmation Date
          acts or omissions, any debt of the kind specified in
          Section 502(g), (h), or (i);

       -- all Claims treated in the Plan;

       -- all contingent and unliquidated liabilities of every
          type and description, to the fullest extent discharge
          of the liabilities is permitted under the Bankruptcy
          Code; and

       -- all other Claims against the Liquidating Debtors that
          were outstanding, accrued or existing, or might
          reasonably have been asserted, on the Confirmation
          Date, in each instance whether or not the Claim is
          filed or deemed filed, whether or not the Claim is
          Allowed, and whether or not the holder of the Claim has
          voted on the Plan; and

   (b) terminate all Interests in the Liquidating Debtors and all
       rights and Interests and Claims of the holders of all
       Claims against and Interests in the Liquidating Debtors.

                      Plan Effective Date

The Effective Date will occur on a date mutually acceptable to
the Liquidating Debtors and the ET Committee, but no event later
than the first Business Day that is at least 30 days after the
Confirmation Date.

The United States Trustee's Confirmation Objection has been
resolved.  The remaining Objections, to the extent not withdrawn,
are overruled.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.  (PG&E
National Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NORTHERN OFFSHORE LIMITED: Section 304 Petition Summary
-------------------------------------------------------
Petitioner: Michael W. Morrison
            Philip W. Wallace
            Joint Provisional Liquidators

Debtor: Northern Offshore Limited
        Crown House
        4 Par-La-Ville Road
        Hamilton, HM08 Bermuda

Case No.: 05-41451

Type of Business: The Debtor serves as a holding company for a
                  group of 15 wholly owned subsidiaries that
                  operate offshore oil and gas drilling and
                  production vessels in various regions of the
                  world, including the North Sea and Southeast
                  Asia.  The Debtor filed this case in order to
                  implement a consensual restructuring of the
                  Debtor's existing debt obligations in the U.S.,
                  the bulk of which are governed under New York
                  Law.  Existing shareholders will retain up to 2%
                  of the restructured share capital of the Debtor
                  and holders of the Existing Notes will receive
                  the remaining 98%.

Section 304 Petition Date: April 18, 2005

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Petitioner's Counsel: Martin N. Flics, Esq.
                      Linklaters
                      1345 Avenue of the Americas, 19 Floor
                      New York, New York 10105
                      Tel: (212) 424-9000
                      Fax: (212) 424-9100

Financial Condition as of December 31, 2004:

      Total Assets: $78,860,000

      Total Debts: $195,245,000


PILLOWTEX CORP: Committee Probes Executives' Links to Oaktree
-------------------------------------------------------------
Elio Battista, Jr., Esq., at Blank Rome LLP, in Wilmington,
Delaware, relates that Pillowtex Corporation and its debtor-
affiliates have made statements in numerous public filings,
including pleadings filed with the Court, that call into question
a number of issues relating to the conduct of the Debtors'
officers and directors and the management of the Debtors' business
before the Petition Date.  According to Mr. Battista, these issues
include, without limitation:

    (a) the Debtors' relationship to Oaktree Capital Management
        LLC and whether certain of the Debtors' officers,
        directors and managers, who were at the same time acting
        as officers, directors and managers of Oaktree, advanced
        their own pecuniary interests in the management of the
        Debtors' business to the detriment of the Debtors' other
        creditors;

    (b) whether certain acts and omissions and the timing of the
        acts with respect to the liquidation and sale of the
        Debtors' businesses significantly diminished the potential
        value to be realized from the Debtors' assets;

    (c) whether certain acts and omissions relating to the
        Debtors' issuance of the WARN Act notices exposed the
        Debtors to millions of dollars of employee claims for
        severance and claims under the WARN Act to the detriment
        of the Debtors' estates;

    (d) whether David A. Perdue received supplemental benefits in
        exchange for little or no consideration during his brief
        tenure as Chief Executive Officer of the Debtors, and
        negotiated the additional benefits while simultaneously
        negotiating for a CEO position with Dollar General
        Corporation;

    (e) whether the Debtors' trade allowances and sales incentive
        programs were improperly supervised and whether the
        failures resulted in a significant deterioration in the
        collectability of the Debtors' customer accounts; and

    (f) whether the Debtors failed to establish an adequate
        internal control structure for their financial reporting
        and whether the recording and accrual of the Debtors'
        customer sales were improperly managed.

To insure that the Debtors' creditors receive the highest return,
the Official Committee of Unsecured Creditors seeks to
investigate the actions taken by the Debtors' officers and
directors after the Debtors' emergence from the first bankruptcy
proceeding in May 2002.

As only 12 months separated the Debtors' emergence from their
first bankruptcy proceeding to the filing of their second
petition, Mr. Battista says, certain conduct of the Debtors'
officers and directors immediately prior to the July 30, 2003,
Petition Date may have resulted in a substantial diminution in
the value of the Debtors' business operations, either as a result
of the exposure to significant claims of liability or erosion of
asset values.

Mr. Battista relates that the Committee also has become aware of
certain transactions involving the Debtors' senior management and
certain directors that occurred prior to July 30, 2003.  "This
requires further examination, including the supplemental benefits
granted to David Perdue and the relationship between the Debtors
and Oaktree as a controlling shareholder with certain of its
officers serving on the Debtors' board of directors."

In addition, Mr. Battista continues, the failure by the Debtors'
management to properly monitor the Debtors' sales incentive
programs and properly supervise the Debtors' accrual of customer
sales and sales-related expenses may have significantly
undermined the value of the Debtors' receivables.

Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the Committee seeks the Court's authority to conduct
examinations of:

    (a) the Debtors;

    (b) certain current and former officers, directors,
        executives, managers and employees of the Debtors,
        including, without limitation:

        -- Scott Graves,
        -- Kenneth Liang,
        -- Bradley Dietz,
        -- Michael Harmon,
        -- Scott Shimizu,
        -- Eric Blough,
        -- John Sterling,
        -- John Wahoski,
        -- David Perdue,
        -- Donald Mallo,
        -- Michael Ganaway,
        -- James Seery, and
        -- James Fogarty;

    (c) Oaktree;

    (d) certain current and former officers, directors,
        executives, managers and employees of Oaktree, including,
        without limitation, Messrs. Graves and Liang; and

    (e) any and all other parties involved in, or with relevant
        knowledge of, any of the matters including, without
        limitation, any professionals who may have advised or
        provided services to the Debtors.

Bankruptcy Rule 2004 provides that, upon the motion of any party-
in-interest, the Court may order the examination of any person
relative to the acts, conduct or property of the Debtor, or any
matter that may affect the administration of the Debtor's estate.

Mr. Battista also reminds the Court that under Section 1103 of
the Bankruptcy Code, the Committee has a duty to investigate,
among other things, the acts, conduct, assets, liabilities and
business operations of the Debtors, as well as all other matters
relevant to the Debtors' bankruptcy cases.  To properly conduct
this investigation, the Committee requires considerable
information from various parties.

Besides, Mr. Battista says, it is necessary and appropriate for
the Committee to conduct Rule 2004 examinations to insure that
the Debtors' creditors receive the highest distribution possible.

                Discovery Conducted by the Committee

Prior to April 1, 2005, the Debtors have provided the Committee
with certain documentation on a consensual basis.  However, Mr.
Battista says, this consensually delivered documentation is only
a small fraction of the documents and information required by the
Committee and contains multiple redactions.

Additionally, the Committee contacted the Debtors' counsel,
Debevoise & Plimpton LLP, to obtain contact information for the
Discoverable Parties and their counsel to arrange for a mutually
agreeable time for examinations and productions of documentation.
Upon learning of the Committee's proposed examination, the
Debtors notified the carrier for their D&O insurance to arrange
for the defense of the Discoverable Parties.  Mr. Battista
relates that the Debtors' D&O Insurance carrier is presently
determining the appropriate counsel to be retained on behalf of
the Discoverable Parties.

The Committee seeks the Court's authority to serve on each of the
Discoverable Parties, subpoenas requiring:

    (a) the production of documents relating to the applicable
        areas of investigation; and

    (b) the appearance of the Discoverable Parties who have
        personal knowledge and information relating to the
        applicable issues for examination.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts.  (Pillowtex Bankruptcy News, Issue No. 77;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PROTECTION ONE: Fitch Upgrades 2 Junk Ratings; Puts B+ on New Debt
------------------------------------------------------------------
Fitch Ratings has assigned a 'B+' rating to Protection One's --
POI -- new $275 million senior secured credit facility consisting
of:

      -- Undrawn $25 million revolver due 2010;
      -- $250 million senior secured term loan due 2011.

Fitch has also upgraded and removed Protection One from Rating
Watch Positive:

      -- Senior unsecured debt to 'B-' from 'CC';
      -- Senior subordinated notes to 'CCC+' from 'C'.

The bank facility and notes were issued by Protection One Alarm
Monitoring, Inc., the company's wholly-owned subsidiary. .The
rating actions conclude Fitch's review of POI, which was placed on
Rating Watch Positive on Nov. 18, 2004.  The Rating Outlook is
Stable.

The rating upgrades reflect POI's improved liquidity and maturity
schedule, simplified capital structure, and management's ability
to reduce costs while stabilizing revenue and improving the credit
quality of the alarm customer portfolio.  Fitch also recognizes
POI's recurring revenue stream from alarm/monitoring services,
large customer base and declining attrition levels, which declined
to 7.8% in 2004 from 9% in 2003 and 11.2% in 2002.  Rating
concerns center POI's relatively small size, necessary capital
requirements to acquire customers (limiting any free cash flow),
and competition from larger, better capitalized companies.

Proceeds from the bank facility will be used to refinance the
existing credit facility maturing August 2005, of which $78
million was outstanding as of Dec. 31, 2004, and to retire all of
POI's 7.375% senior unsecured notes due August 2005 in the amount
of $164.3 million.  The bank credit facility contains certain
financial covenants including limitations to leverage and customer
acquisitions costs, and minimum interest coverage levels.  The
facility will be secured by a first priority security interest in
all of POI's present and future tangible and intangible assets,
and all of the capital stock of the company and each of its direct
and indirect subsidiaries.

Pro-forma for the refinancing, total debt is estimated to be
approximately $360 million, consisting of the aforementioned $250
million term loan and the $110.3 million of 8.125% senior
subordinated notes due January 2009.  Fitch estimates pro-forma
leverage, as measured by total debt-to-EBITDA, is 4.1 times
compared to 5.8x in 2004 and 6.2x in 2003.  Interest coverage is
estimated to be in excess of 3.0x.  Pro-forma liquidity is
expected to consist of the $25 million undrawn revolving credit
facility and approximately $12 million of cash.

On Feb. 8, 2005, POI completed its previously announced
restructuring with Quadrangle Group, the company's largest
creditor at the time and its majority equity holder, which reduced
POI's credit facility by $120 million to $81 million in exchange
for 16 million shares of the company's common stock (on a post-
reverse basis).  As a result of this transaction, Quadrangle owns
97% of POI's outstanding common stock.  POI further reduced its
credit facility to $78 million with a $3 million cash payment.
Also, on March 11, 2005, POI announced that it repurchased the
outstanding principal and accrued interest on its 13.625% senior
subordinated discount notes of $30.3 million.  Following this
transaction, POI's debt balance was reduced to about $353 million,
down from $506 million as of Dec. 31, 2004 and $547 million as of
Sept. 30, 2004.

POI is a provider of security monitoring services, including
electronic monitoring and maintenance of alarm systems.  Revenues
are generated primarily from recurring monthly revenues for
monitoring and maintaining the alarm systems that are installed in
customers' homes and businesses.  POI provides services to
residential, commercial and wholesale customers.  For 2004, total
revenue was $269.3 million compared to $277.1 million in 2003 due
to the decline in the customer base.

POI had a net decrease of retail and wholesale customers of 12,888
in 2004, compared to a net decrease of 31,295 customers in 2003.
The average retail and wholesale customer base was 706,047 for
2004 compared to 728,139 for 2003, while Network Multifamily was
essentially flat at 333,170 customers in 2004.  EBITDA was $87.8
million (excluding change in control and reorganization costs
expenses of $27.8 million) compared to $88.7 million last year,
partially reflecting management's cost controls.  The company's
customer attrition rate during 2004 declined to 7.8% from 9% in
2003 and 11.2% in 2002, reflecting mostly the improved performance
and lower attrition levels for residential customers.  The
customer attrition rate for the company's Network Multifamily
reporting unit was 6.4%, up from 5.8% in 2003.


QUAKER FABRIC: BofA Provides 5-Year $70 Million Senior Bank Loan
----------------------------------------------------------------
Quaker Fabric Corporation (NASDAQ Symbol: QFAB) executed a
commitment letter, subject to certain conditions, from Bank of
America, N.A., which would provide Quaker with a five year,
$70 million secured senior credit facility.

"We have enjoyed the benefit of an excellent working relationship
with Bank of America and its predecessors for many years now and
are pleased by their decision to issue this commitment letter to
us," commented Larry A. Liebenow, Quaker's President and CEO.

"This is a welcome and very significant milestone in our efforts
to put new financing arrangements in place consistent with
Quaker's current needs.  Consummation of this transaction will
allow us to repay our outstanding indebtedness to the Prudential
in full and is intended to provide us with the capital needed to
pursue the execution of our corporate strategy over the next
several years.  We look forward to working with the bank to bring
this financing to a successful conclusion as quickly as the
required due diligence and documentation processes permit," added
Paul J. Kelly, Quaker's Vice President and CFO.

                        About the Company

Quaker Fabric Corporation is a leading manufacturer of woven
upholstery fabrics for furniture markets in the United States and
abroad, and the largest producer of Jacquard upholstery fabric in
the world. For the year ended January 1, 2005, the Company had net
sales of $289.1 million, a net loss of ($2.0 million,) and diluted
and basic losses per share of ($0.12).

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2005,
Quaker Fabric Corporation of Fall River, Quaker Textile
Corporation, and Quaker Fabric Mexico, S.A. de C.V., as Borrowers,
and Quaker Fabric Corporation, the Borrowers' Parent Company
Guarantor, entered into a Forbearance and Amendment to the Second
Amended and Restated Credit Agreement dated as of Feb. 14, 2002,
with Fleet National Bank on March 11, 2005.

                   Banks Agree to Waive Default

Under the Bank Forbearance Agreement, the Borrowers and Quaker
Fabric Corporation acknowledged that in the absence of a waiver
from the Bank, they would be in breach of both the debt service
coverage ratio covenant and the profitable operations covenant in
the Credit Agreement for the last quarter of 2004 and possibly in
violation of those covenants and the leverage ratio and senior
debt ratio covenants for each of the first and second quarters of
2005 and that these breaches would constitute Events of Default,
as defined in the Credit Agreement.  In the Bank Forbearance
Agreement, the Bank agreed to waive the Specified Bank Defaults
through the period ending July 15, 2005, subject to certain
conditions including the Bank's receipt of fully executed copies
of a similar waiver from Pruco Life Insurance Company and The
Prudential Insurance Company of America, holding $45 million of
Senior Notes due October 2005 and 2007, with respect to the fixed
charge coverage ratio, senior debt ratio and the total debt ratio
set forth in the Note Agreements.

In the Bank Forbearance Agreement, the Borrowers and the Company
agreed that they will repay all amounts outstanding, and cash
collateralize all letters of credit issued, under the Credit
Agreement on July 16, 2005, and that at such time the Bank will
have all of its rights and remedies under and in respect of the
Credit Agreement and applicable law, including those arising by
virtue of the occurrence of the Specified Bank Defaults.  The
parties previously had entered into waivers on December 20, 2004,
February 28, 2005, and March 4, 2005, with respect to the debt
service coverage ratio covenant and the profitable operations
covenant in the Credit Agreement and including a reduction in the
Bank's Commitment to $20,000,000.


RCN CORP: Bankruptcy Court Lifts Injunction in ERISA Litigation
---------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York rules that Debra K. Craig and all
other similarly situated parties may name the Reorganized Debtor,
RCN Corporation, as a nominal defendant in the pending
consolidated action captioned In re RCN Corporation ERISA
Litigation, No. 04-cv-5068 (SRC)(D.N.J.).

Ms. Craig, et al., may enforce any judgment obtained against RCN
Corp. solely against any applicable insurance companies and only
up to limits of any applicable insurance coverage, to the extent
the coverage is available.

Nothing will prevent Ms. Craig, et al., from pursuing litigation
claims against current or former directors, officers, employees,
partners, members, or managers of RCN Corp., or any other
Reorganized Debtor; and collecting in full any judgment the
parties may obtain against RCN Corp. and other Reorganized
Debtors.

Ms. Craig has waived her right to further appeal the denial of
leave to file a late proof of claim pending at In re RCN
Corporation, No. 04-cv-10063 (DC) (S.D.N.Y.).

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- provides bundled Telecommunications
services.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on
May 27, 2004.  The Debtors' confirmed chapter 11 Plan took effect
on December 21, 2004.  Frederick D. Morris, Esq., and Jay M.
Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$1,486,782,000 in assets and $1,820,323,000 in liabilities.


RELIANCE GROUP: Court Approves Minor Correction to RFSC Plan
------------------------------------------------------------
The Official Unsecured Creditors' Committee asks the Hon. Arthur
Gonzalez of the U.S. Bankruptcy Court for the Southern District of
New York to approve the proposed correction to the First Amended
Plan of Reorganization of Reliance Financial Services Corporation.
The Committee seeks "to correct an inadvertent minor error,"
within Section 12.3 of the RFSC Plan, says Arnold Gulkowitz, Esq.,
at Orrick, Herrington & Sutcliffe, in New York City.

According to Mr. Gulkowitz, Section 12.3, as currently drafted,
is inconsistent with the terms of the Confirmation Order and with
other related provisions of the RFSC Plan.  Section 12.3
establishes December 31, 2004, as the deadline for all conditions
for the RFSC Plan's Effective Date to be satisfied or waived.
Due to uncontrollable delays, the entire confirmation process was
concluded almost a month later than anticipated.  Section 12.3 of
the RFSC Plan was never amended to reflect that delay.  To remedy
this situation, the Committee asks the Court to deem all
references to "December 31, 2004" in Section 12.3 of the RFSC
Plan to mean "December 31, 2005."

Mr. Gulkowitz notes that the RFSC Plan and the Confirmation Order
permit modifications to the Plan prior to consummation.  In fact,
Mr. Gulkowitz says, the proposed modification falls squarely
within the types of changes permitted by the Confirmation Order.
The correction will resolve an inadvertent inconsistency to avoid
any potential uncertainty and carry out the provisions of the
Bankruptcy Code, Mr. Gulkowitz asserts.

Brian E. Goldberg, Esq., at Orrick, Herrington & Sutcliffe, in
New York City, assures the Court that the proposed "small change
will have no adverse impact on the parties-in-interest to the
case."  The documents for consummation of the Plan have been
delivered into escrow and the parties have taken other steps
necessary to consummate the RFSC Plan, Mr. Goldberg adds.

                           *     *     *

After a hearing, Judge Gonzalez grants the Creditors' Committee's
request.

Headquartered in New York, New York, Reliance Group Holdings,
Inc. -- http://www.rgh.com/-- is a holding company that owns
100% of Reliance Financial Services Corporation. Reliance
Financial, in turn, owns 100% of Reliance Insurance Company.
The holding and intermediate finance companies filed for chapter
11 protection on June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403)
listing $12,598,054,000 in assets and $12,877,472,000 in debts.
The insurance unit is being liquidated by the Insurance
Commissioner of the Commonwealth of Pennsylvania. (Reliance
Bankruptcy News, Issue No. 73; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


RIVERSTONE INSURANCE: Section 304 Petition Summary
--------------------------------------------------
Petitioner: Catherine Geraldine Regan
            Foreign Representative

Debtors: RiverStone Insurance (UK) Limited
         aka Dai-Tokyo Insurance Company (UK) Limited
         161-163 Preston Road
         Brighton, East Sussex BN1 6AU

                  -- and --

         Sphere Drake Insurance Limited
         fka Odyssey Re (London) Limited
         Park Gate, 161-163 Preston Road
         Brighton, East Sussex BN1 6AU


Case Nos.: 05-12678 and 05-12681

Type of Business: RiverStone Insurance (UK) Limited carry out and
                  effect contracts of insurance in the U.K.
                  Sphere Drake Insurance Limited's business
                  comprises policies, reinsurance, liabilities and
                  assets that are supported by U.S. law.  The U.K.
                  Scheme provides for the transfer of the
                  policies, reinsurance, assets and liabilities of
                  13 companies, including Sphere Drake, to
                  RiverStone.  The High Court of England and
                  Wales, in London, England, sanctioned the U.K.
                  Scheme on December 15, 2004, and the plan took
                  effect on December 31, 2004.

Section 304 Petition Date: April 19, 2005

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Petitioners' Counsel: Dina Gielchinsky, Esq.
                      Lovells
                      900 Third Avenue, 16 Floor
                      New York, New York 10022
                      Tel: (212) 909-0600
                      Fax: (212) 909 0666

No financial data was delivered to the U.S. Bankruptcy Court with
the Sec. 304 Petition.

Sphere Drake Insurance Limited provided the U.S. Bankruptcy Court
with a list of U.S. parties-in-interest.  A copy of that list is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=050420025337



SHAW COMMS: Buys Back 4.35 Million Class B Shares for Cancellation
------------------------------------------------------------------
Shaw Communications Inc. (TSX:SJR.NV.B) (NYSE:SJR) recently
repurchased a total of 4,350,000 Class B Non-Voting Participating
Shares for cancellation pursuant to its normal course issuer bid.
These repurchases are consistent with the Company's intention to
place a greater priority on repurchasing shares over the next
12-month period.

The recent number of shares repurchased represents under 2.0% of
the Class B Non-Voting Participating Shares outstanding, and this
brings the fiscal year-to-date total to 5,484,600 Class B Non-
Voting Participating Shares that are to be cancelled under the
Company's normal course issuer bid.  Dependent upon market
conditions, the Company may repurchase additional shares in
accordance with the applicable rules of the Toronto
Stock Exchange.

Shaw Communications Inc. is a diversified Canadian communications
company whose core business is providing broadband cable
television, Internet, Digital Phone and satellite direct-to-home
services to approximately 3.0 million customers.  Shaw is traded
on the Toronto and New York stock exchanges and is a member of the
S&P/TSX 60 index (Symbol: TSX - SJR.NV.B, NYSE - SJR).

                         *     *     *

As reported in the Troubled Company Reporter on March 7, 2005,
Standard & Poor's Ratings Services revised its outlook to positive
from stable on Calgary, Alberta-based Shaw Communications Inc.,
Western Canada's largest cable operator.

At the same time, Standard & Poor's affirmed its 'BB+' long-term
corporate credit and senior unsecured debt ratings, and its 'B+'
preferred stock rating.

"The revised outlook reflects expectations for continued
improvement in Shaw's financial risk profile.  Shaw has reduced
debt by almost C$600 million in the past two years, and has
demonstrated modest EBITDA growth," said Standard & Poor's credit
analyst Joe Morin.  The company's operating performance should
continue to show modest improvements for the foreseeable future,
which will support further debt reduction from free operating cash
flow.


SOVEREIGN BANCORP: Fitch Affirms Ratings & Revises Outlook to Pos.
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Sovereign Bancorp (SOV;
long-term/short-term 'BBB-/F3') and its bank subsidiary, Sovereign
Bank (long-term/short-term 'BBB/F2').  At the same time, Fitch has
revised both SOV and Sovereign Bank's Rating Outlook to Positive
from Stable.

The revision in the Rating Outlook is supported by SOV's
consistent earnings performance, sound and improved asset quality,
and the company's profitable franchise expansion.  The revision
also reflects SOV's improved financial flexibility associated with
a decline in the parent company's borrowing cost and a reduction
in double leverage.  That said, while improved, the company's
profile still exhibits a significant level of parent company debt
and a relatively modest level of tangible equity.

Ratings affirmed by Fitch and Rating Outlook revised to Positive
from Stable:

   Sovereign Bancorp, Inc.

      -- Short-term 'F3';
      -- Long-term senior 'BBB-';
      -- Subordinated debt 'BB+'
      -- Individual 'C';
      -- Support '5'.

   Sovereign Bank

      -- Short-term 'F2'.
      -- Long-term Senior 'BBB';
      -- Subordinated Debt 'BBB-'
      -- Long-term Deposits 'BBB+';
      -- Short-term deposit 'F2';
      -- Individual 'B/C';
      -- Support '4'.

Ratings Affirmed:

   Sovereign Capital Trust I

      -- Preferred Stock 'BB'.

   Sovereign Capital Trust IV

      -- Preferred Stock 'BB'.

   ML Capital Trust I

      -- Preferred Stock 'BB'.

   Sovereign Real Estate Investment Trust

      -- Preferred Stock 'BB+'.


STEAKHOUSE PARTNERS: Auditors Raises Going Concern Doubt
--------------------------------------------------------
Steakhouse Partners Inc.'s 2004 annual report contains Mayer,
Hoffman, McCann P.C.'s Auditors Report doubting the company's
ability to continue as a going concern.

The Company has been unable to earn a profit during any year.  The
Company's working capital deficit was $9.5 million and the company
balance sheet shows a 0.2:1 current ratio at Dec. 28, 2004.

The Company says that the success of its business depends on its
ability to expand the number of its restaurants, either by
developing or acquiring additional restaurants.  Its success also
depends on its ability to operate and manage successfully its
growing operations.  The ability to expand successfully will
depend upon a number of factors, including:

   * the availability and cost of suitable restaurant locations
     for development;

   * the availability of restaurant acquisition opportunities;

   * the hiring, training, and retention of additional management
     and restaurant personnel;

   * the availability of adequate financing;

   * the continued development and implementation of management
     information systems;

   * competitive factors; and

   * general economic and business conditions.

Some of these factors, the Company says, are not in its control,
while others must be diligently pursued.

Steakhouse Partners, Inc. owns and operates 25 steakhouse full-
service restaurants located in 8 states.  The restaurants
specialize in complete steak and prime rib meals, and also offer
fresh fish and other lunch and dinner dishes.  The Company serves
approximately 3 million meals annually and operates principally
under the brand names of Hungry Hunter, Hunter Steakhouse,
Mountain Jack's and Carvers.

Steakhouse Partners filed for Chapter 11 protection on
February 15, 2002 (Bankr. C.D. Calif. (Riverside Div.) Case No.
02-12648).  The Company emerged from bankruptcy on December 31,
2003, pursuant to a plan of reorganization.  As a result of the
Plan of Reorganization, all shares of the Company's common stock,
preferred stock, stock options and warrants outstanding as of
December 31, 2003 were cancelled and no longer exist.  On March
22, 2004, 4,500,000 shares of the Company's "new" common stock
were issued in connection with the Company's emergence from
bankruptcy. As of the date hereof, the only validly issued and
outstanding shares of the Company's common stock are those, which
have been issued by the Company since March 22, 2004 and trade
under the symbol "STKP.PK".


STELCO INC: Councilman Supports Tricap's Appointment as Advisor
---------------------------------------------------------------
The United Steelworkers is pleased with a motion passed Tuesday by
the Planning and Economic Development Committee of Hamilton City
Council urging Stelco Inc. to consent to the Steelworkers'
appointment of Tricap Management Limited as a financial advisor
for the purpose of recapitalizing Stelco.

"This is a major show of support for the union's efforts toward
saving the company and protecting the future of employees and
retirees," said Scott Duvall, president of the Steelworkers' Local
5328 (Stelwire).  "We hope that City Council as a whole will
endorse its economic development committee's motion when it meets
on April 27th."

The motion calls on Stelco to cooperate with the union and Tricap,
including providing access to Stelco's books, records, data,
management and professional advisers.  As well, the motion calls
on the company to reconsider its initial rejection of the letter
of intent signed last week by the union and Tricap, Brascan
Corporation's (NYSE/TSX: BNN) restructuring fund.

The letter outlines a C$1.35 billion plan to recapitalize Stelco
Inc., and remove the Company from protection under the Companies'
Creditors Arrangement Act -- CCAA.

Tricap will provide advisory services and, as required, financial
assistance to the union in the development, negotiation and
implementation of a plan of arrangement that is acceptable to the
Steelworkers and removes Stelco from CCAA protection.

"We want to thank City Councillor Terry Whitehead for bringing
forward this motion," said Bill Ferguson, president of Local 8782
(Stelco, Lake Erie).  It's clear that the future of this company
and of its active and retired employees is of great public
interest."

Stelco, Inc. -- http://www.stelco.ca/-- which is currently
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.


STRUCTURED ASSET: Fitch Junks Class 3-B-4 1992-2 Mortgage Issues
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Structured Asset
Mortgage Investments Inc. issues:

   Series 1999-1 Group 2

      -- Class 2A affirmed at 'AAA';
      -- Class 2B-1 affirmed at 'AAA';
      -- Class 2B-2 upgraded to 'AA' from 'A';
      -- Class 2B-3 upgraded to 'BBB+' from 'BBB';
      -- Class 2B-4 downgraded to 'B' from 'BB';
      -- Class 2B-5 downgraded to 'CC' from 'CCC';

   Series 1999-2 Group 3

      -- Class 3A affirmed at 'AAA';
      -- Class 3-B-1 affirmed at 'AA+';
      -- Class 3-B-2 affirmed at 'A+';
      -- Class 3-B-3 downgraded to 'BB' from 'BBB';
      -- Class 3-B-4 downgraded to 'CCC' from 'B';
      -- Class 3-B-5 remains at 'C';

   Series 2000-1 Group 2

      -- Class II-A-1 affirmed at 'AAA';
      -- Class II-B-1 affirmed at 'AAA';
      -- Class II-B-2 upgraded to 'AAA' from 'AA+';
      -- Class II-B-3 upgraded to 'AA-'from 'A+';
      -- Class II-B-4 affirmed at 'BBB+';
      -- Class II-B-5 downgraded to 'B+' from 'BB+'.

The upgrades, affecting approximately $1.2 million of outstanding
certificates, are being taken as a result of increased levels of
credit support, in relation to collateral performance.

The affirmations, affecting approximately $20 million of
outstanding certificates, are due to credit enhancement levels
consistent with consistent with future loss expectations in
relation to collateral performance.

The downgrades, affecting approximately $1.4 million of the
outstanding certificates, reflect the deterioration of credit
enhancement relative to consistent or rising monthly losses, in
addition to an upward trend in delinquencies.

As of the March 25, 2005 distribution date series 1999-1 Group 2
has a pool factor of approximately 8%.  Twelve percent of that
remaining collateral is more than 90 days delinquent (inclusive of
REO, Foreclosure and Bankruptcy), accelerating the credit risk to
the 2B-4 and 2B-5 classes, which are currently only benefiting
from 1.49% and 3.47% credit enhancement, (originally 0.5% and
0.9%), respectively, in the form of subordination.

For the series 1999-2 Group 3, as of March 25, 2005, there was 11%
of the original collateral remaining.  Of the remaining
collateral, approximately 17% is more than 90 days delinquent,
increasing the credit risk for the 3B-3 and 3B-4 subordinate
classes.

As of the March 25, 2005, distribution date, series 2000-1 Group 2
has a remaining pool factor of 3%.  Approximately 4% of the
remaining collateral is in FC.  Class 3B-5 currently has only 2.4%
credit enhancement, in the form of subordination.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
web site at http://www.fitchratings.com/ Fitch will continue to
monitor these deals.


TEKNI-PLEX: Amending Solicitation to Show Increased Indebtedness
----------------------------------------------------------------
Tekni-Plex, Inc., is revising the terms of the consent
solicitation launched on March 15, 2005, in respect of a proposed
amendment to the indenture dated as of June 21, 2000, among the
Company, certain Subsidiary guarantors and HSBC Bank USA, National
Association, as trustee, relating to its 12-3/4% Senior
Subordinated Notes Due 2010.  As previously announced, the
expiration date of the consent solicitation has been extended to
5:00 p.m., New York City time, on April 18, 2005.

In the consent solicitation launched on March 15, 2005, the
Company requested an increase in the amount of indebtedness it
could have outstanding at any one time under the Indenture by
$125 million.

Through the revised consent solicitation, the Company is now
requesting an increase in the amount of indebtedness it can have
outstanding at any one time under the Indenture by an amount (not
to exceed $90 million at any one time outstanding) equal to 150%
of the aggregate net cash proceeds received after April 1, 2005,
from the issuance of, or equity contribution with respect to, the
Company's capital stock.  In addition, the revised amendment of
the Indenture would add a covenant that limits the type of
acquisitions the Company and certain of its subsidiaries can make.
The Company is also increasing the consent fee it will pay to
holders of the Notes that have delivered valid consents from $5.00
to $20.00 per $1,000 principal amount of Notes.

Tekni-Plex is based in Coppell, Texas.  The Company's balance
sheet dated Dec. 31, 2004, shows $728 million in assets and a
$114 million shareholder deficit.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 21, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Tekni-Plex, Inc., to 'CCC+' from 'B-', and placed the
rating on CreditWatch with negative implications.

Other ratings were also lowered and placed on CreditWatch with
negative implications.  This follows the company's disappointing
operating results for the second quarter of fiscal 2005, strained
liquidity, and violation of financial covenants under its credit
agreement for the period ended Dec. 31, 2004.

"The CreditWatch placement reflects heightened concerns regarding
the company's ability to preserve access to its credit facility,
its strained liquidity given its upcoming interest payments, and
deterioration in the company's already stretched and highly
leveraged financial profile," said Standard & Poor's credit
analyst Liley Mehta.


TELESYSTEM INT'L: Sets May 19 Meeting to Okay Sale to Vodafone
--------------------------------------------------------------
Telesystem International Wireless Inc. (TSX:TIW)(NASDAQ:TIWI)
obtained an interim court order authorizing it to hold a Special
Meeting of shareholders on May 19, 2005 to approve a Plan of
Arrangement. The record date for the Special Meeting has been set
at April 18, 2005.

As announced on March 15, 2005, the Company is seeking approval
for a Plan of Arrangement for the sale of its indirect interest in
ClearWave N.V. to Vodafone International Holdings B.V. for
approximately US$3.5 billion (subject to adjustments) and the
assumption of net debt of approximately US$950 million (as at
December 31, 2004).  After execution of the sale, the Company will
proceed with a court-supervised plan for the distribution of the
net proceeds from the sale along with other net cash held to TIW'
shareholders.

Pursuant to the Interim Order, the Arrangement must be approved by
at least two-thirds of the votes cast by the shareholders, present
or voting by proxy, at the Special Meeting.  Each shareholder will
be entitled to one vote per Common Share held for the purpose of
voting upon the Arrangement.

The formal notice of special meeting and the information circular
of TIW contain a detailed description of the proposed Arrangement
and outline the actions to be taken at the special meeting of
shareholders.  These materials will be available shortly by
accessing:

         * TIW's web site
           http://www.tiw.ca/

         * SEDAR
           http://www.sedar.com/

                  -- or --

         * EDGAR
           http://www.sec.gov/

Telesystem International Wireless Inc. (B+/Watch Pos/--)
-- http://www.tiw.com/-- is a leading provider of wireless voice,
data and short messaging services in Central and Eastern Europe
with over 6.1 million subscribers.  TIW operates in Romania
through MobiFon S.A. under the brand name Connex and in the Czech
Republic through Oskar Mobil a.s. under the brand name Oskar.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 18, 2005,
Standard & Poor's Ratings Services placed its ratings on MobiFon
Holdings B.V. and parent Telesystem International Wireless, Inc.
(Corp. Credit B+) on CreditWatch with positive implications
following the announced definitive agreement between TIW and
U.K.'s Vodafone Group PLC (A/Stable/A-1), whereby Vodafone will
purchase TIW's 79% ownership interest in MobiFon a.s. (79%-owned
subsidiary of MobiFon Holdings) through interim holding company
Clearwave N.V.

The CreditWatch placement also reflects the improving standalone
credit profile of MobiFon.


TEXAS BOOT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Texas Boot, Inc.
        aka Boot Country
        aka Boot Factory
        aka Acme Boot Retail
        311 Plus Park Blvd., Suite 200
        Nashville, Tennessee 37217

Bankruptcy Case No.: 05-04873

Type of Business: The Debtor is a boot manufacturer and retailer.

Chapter 11 Petition Date: April 20, 2005

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: James R. Kelley, Esq.
                  Neal & Harwell
                  150 4th Avenue North, Suite 2000
                  Nashville, Tennessee 37219
                  Tel: (615) 244-1713

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Genesco, Inc.                 Contract asset            $498,659
P.O. Box 731                  purchase
Nashville, TN 37202

Day Leather Corporation       Trade material            $347,968
P.O. Box 1131
Addison, IL 60101

Nine West Boot Corporation    Contract asset            $236,326
125 Westchester Avenue        purchase
White Plains, NY 10601

Motrex Corporation            Trade-material            $154,379

Porto Trading SA              Trade-material            $133,064

Solo-tech                     Trade-material            $122,071

Finklestein, Sidney,          Lease of real             $106,486
Mildred & Max                 property

National City Bank            Overdraft of bank          $97,853
                              Account

Brockton Leather Comapny      Trade-material             $97,773

Maxey Sales, Inc.             Trade-material             $97,434

North East Marketing, Inc.    Trade-material             $97,704

Edsim Leather                 Trade-material             $89,983

Tabcomp Trust                 Insurance workmens         $83,459
                              Comp

Arvind Footwears PVT Ltd.     Trade-material             $81,166

United Parcel Service         Trade-material             $67,327

Lebanon Warehouse Company     Lease of real              $62,940
                              Property

Swiss Log                     Trade-software             $55,509
                              Support

Lattimore Black Morgan &      Trade-professional         $48,956
Cain, PC                      service

Gutmann Leather Co., Inc.     Trade-material             $46,216

U.S. Trustee                  Bankruptcy fee             $46,000


TFM S.A.: Places $460 Million of 9-3/8% Senior Notes Due 2012
-------------------------------------------------------------
TFM, S.A. de C.V., a subsidiary of Kansas City Southern (NYSE:
KSU), placed US$460 million in aggregate principal amount of its
9-3/8% Senior Notes due 2012.  The Notes have not been registered
under the United States Securities Act of 1933, as amended, and
were offered only to qualified institutional buyers under Rule
144A and outside the United States in compliance with
Regulation S.  TFM will be required pursuant to a registration
rights agreement to file an exchange offer registration statement
with the Securities and Exchange Commission with respect to an
offer to exchange the Notes.  TFM will apply the net proceeds of
the sale of the Notes to refinance existing indebtedness through
the repurchase of its outstanding 11.75% Senior Discount
Debentures due 2009.

The Notes have not been registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable
exemption from registration requirements.

                        About the Company

TFM, S.A. de C.V., based on Mexico City, Mexico, owns the
concession to operate Mexico's northeast railway.  TFM, S.A. de
C.V. is owned by Grupo TFM and the Government of Mexico.  Grupo
TFM is owned by Kansas City Southern.  Kansas City Southern, based
in Kansas City, Missouri owns and operates several railroads
including Kansas City Southern Railway, a Class I U.S. railroad.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 15, 2005,
Moody's Investors Service assigned a B2 rating to $460 million of
new senior unsecured notes expected to be issued by TFM, S.A. de
C.V. to fund the tender for its existing 11.75% Notes.  Moody's
also affirmed the ratings on TFM's other rated debt.  Moody's said
the rating outlook is negative.


THYSSENKRUPP BUDD: Budcan Buys 91.5% of Minority Common Shares
--------------------------------------------------------------
Budcan Holdings Inc., a subsidiary of ThyssenKrupp Budd Company,
successfully completed its offer for all of the common shares of
ThyssenKrupp Budd Canada Inc. (TSX: BUD) that it does not already
own at a price of Cdn. $9.00 per common share in cash.

At the expiry of the offer, more than 783,732 common shares of
Budd Canada, or approximately 91.5% of the more than 856,000
minority common shares outstanding, were validly deposited to the
offer and not withdrawn.  Budcan Holdings has taken up and paid
for the common shares deposited.

As more than 90% of the common shares of Budd Canada not owned by
Budcan Holdings and its affiliates at the commencement of the
offer have been acquired, Budcan Holdings will effect a compulsory
acquisition of the remaining shares not deposited to the offer, as
described in its offer and circular. Budcan Holdings intends to
apply to the Toronto Stock Exchange to de-list Budd Canada's
common shares from the exchange.

ThyssenKrupp Budd Canada Inc. is an automotive manufacturer
specializing in the production of light truck and sport utility
vehicle frames and chassis components.

The Corporation reported a net loss in the first quarter of fiscal
2005 of $7,552 resulting in further deterioration to its financial
position. While cash flow was slightly positive in the first
quarter of fiscal 2005, shareholder's deficit continued to
increase.  The Corporation continues to be dependent on debt
financing provided by ThyssenKrupp Finance Canada, Inc., an
affiliated corporation.  Sales continued to decline due to the
mentioned market conditions.  The Corporation continued its
efforts to reduce manpower in line with production levels and to
implement other cost reduction initiatives.

As at December 30, 2004, borrowing against the TKFC line of credit
totaled $203,228, down from $214,227 as at Sept. 30, 2004 due to a
positive cash flow from operations in the first quarter. TKFC has
agreed to increase the line of credit through March 31, 2006 to
$310,000 from its previous limit of $250,000.  This line of credit
will continue to provide financing to the Corporation up to the
specified borrowing limit of $310,000 until March 31, 2006,
provided that the Corporation continues to be part of the
ThyssenKrupp group.  TKFC has waived its right to call all
advances made under this line of credit through March 31, 2006.
The Corporation's ability to continue as a going concern is
uncertain.  The Corporation has incurred significant losses in the
past four years, and continuing into the first quarter of this
fiscal year.  While the Corporation did not have to rely on non-
operational sources of financing from TKFC to fund operations in
the first quarter of fiscal 2005, the Corporation does have
significant financial obligations arising in fiscal years 2005 and
2006.  These include the repayment of bank loans of $58,000 in
2005 and $38,000 in 2006 and estimated contributions to the
employees' defined benefit pension plans of $24,917 per year in
fiscal years 2005 through 2008.

The deferred pension costs, which fluctuated in each reporting
period, were attributable to the actuarial and accounting timing
differences.


TRANSMETA CORP: Increases First Quarter Cash Guidance to $42 Mil.
-----------------------------------------------------------------
Transmeta Corporation (NASDAQ:TMTA) disclosed continuing progress
on its new business model, including a better than expected cash
position as of March 31, 2005.  Transmeta now expects to report
$42 million in cash, cash equivalents and short-term investments
at the close of its first fiscal quarter ended March 31, 2005
compared with the prior guidance of approximately $38 million.

"From a cash perspective, we started the second quarter in a solid
financial position and we are on track to reduce our negative
quarterly cash flow run rate to $5 million or less by the end of
the third quarter," said Mark R. Kent, Chief Financial Officer.
"As we stated on March 31st, we believe that our ongoing efforts
on licensing and strategic collaborations, combined with careful
expense management, provide us with sufficient liquidity to
successfully execute on our growth strategies."

"We feel confident that the strategic direction and the steps we
have already taken are creating positive results," commented
Arthur L. Swift, President and CEO, Transmeta Corporation.  "Our
relationship with Sony is progressing well, and we already have
our teams engaging on Sony's programs.  We are optimistic about
our Sony alliance, and we look forward to providing an update on
this and other elements of our new business model when we announce
our first quarter 2005 financial results in the first half of
May."

                   About Transmeta Corporation

Transmeta Corporation develops and licenses innovative computing,
microprocessor and semiconductor technologies and related
intellectual property.  Founded in 1995, Transmeta first became
known for designing, developing and selling its highly efficient
x86-compatible software-based microprocessors, which deliver a
balance of low power consumption, high performance, low cost and
small size suited for diverse computing platforms.  We also
develop advanced power management technologies for controlling
leakage and increasing power efficiency in semiconductor and
computing devices.  To learn more about Transmeta, visit
http://www.transmeta.com/

                          *     *     *

                      Going Concern Doubt

"[T]he Company's recurring losses from operations raise
substantial doubt about its ability to continue as a going
concern," ERNST & YOUNG LLP says in its audit report dated
March 25, 2005, addressed to the company's Board of Directors and
Stockholders.

At Dec. 31, 2004, the Company had $53.7 million in cash, cash
equivalents and short-term investments compared to $120.8 million
and $129.5 million at December 31, 2003 and December 31, 2002,
respectively.

The Company believes that its existing cash and cash equivalents
and short-term investment balances and cash from operations would
not be sufficient to fund its operations.


TRUMP ENTERTAINMENT'S: Moody's Junk $1.25B Senior Unsecured Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 to Trump Entertainment
Resorts Holdings, L.P.'s -- Trump Entertainment -- proposed $500
million senior secured bank credit facility consisting of:

   -- a $200 million revolver due 2010,
   -- a $150 million funded term loan due 2012, and
   -- a $150 million delayed draw term loan due 2012.

Moody's also assigned a Caa1 rating to the company's $1.25 billion
8.5% second lien senior secured notes due 2015, as well as a B3
senior implied rating, Caa3 long-term issuer rating, and SGL-3
speculative grade liquidity rating.  The ratings outlook is
stable.

The proposed notes along with the bank facility and a $55 million
cash investment from Donald Trump (Chairman), will comprise most
of the exit financing, as currently planned, supporting the
company's anticipated emergence from Chapter 11 bankruptcy in May
2005.  Trump Entertainment will own the assets that were formerly
held by Trump Atlantic City and Trump Casino Holdings.

The B3 senior implied rating reflects Trump Entertainment's high
pro forma leverage -- pro forma debt as a multiple of FYE Dec. 31,
2004 EBITDA is about 6.4 times - and the need to invest
significantly in deferred capital expenditures.

The company's Atlantic City casinos, which are in need of both
maintenance and upgrade type capital investment, are currently
competing with new and improved properties in that market, most
notably the Borgata, which has grown largely at the expense of
Atlantic City's other casino properties.  The B3 senior implied
rating also incorporates the potential for longer-term competition
from neighboring jurisdictions including Pennsylvania, Delaware,
Maryland and New York.

Positive ratings consideration is given to Trump Entertainment's
lower interest costs and improved liquidity following its
emergence from bankruptcy. High debt coupons and limited access to
capital were two key reasons for the company's past financial
difficulties. The company's annual interest costs going forward
are expected to be about half of what they were prior to
bankruptcy, and will free up about $100 million of cash flow that
can be used along with availability under the new revolver and
term loan facilities, to upgrade the properties and product.
Almost all of the revolver will be undrawn at closing.


The Caa1 second lien note rating acknowledges that the notes rank
behind Trump Entertainment's senior secured bank debt, which has a
first priority security interest on all property and assets of
Trump Resorts.  The Caa1 rating also acknowledges that, unlike the
secured bank debt, the second lien notes will not have a security
interest in Trump Indiana, Inc.  The second lien note indenture,
however, does include a negative pledge provision.

Trump Entertainment's Indiana riverboat casino is considerably
smaller than its other wholly-owned casino properties in terms of
its net revenue and EBITDA contribution (about 12% and 14%,
respectively), however, it is currently the most profitable in
terms of EBITDA margins and return on invested capital.  As a
result of the notes second lien status, and lower overall direct
collateral value available to it, second lien note holders would
likely suffer a disproportionate amount of loss in a distressed
recover scenario.

The one-notch rating differential between Trump Entertainment's B2
senior secured bank loan rating and B3 senior implied rating
reflects the superior recovery profile of the credit facility
relative to other debt obligations in the company's capital
structure.  Moody's decision to assign a higher rating to the
senior secured credit facilities was based on an analysis of
distressed asset and enterprise values and the determination that
senior secured lenders would be adequately protected under
distressed circumstances.

The stable ratings outlook anticipates that Trump Entertainment
will emerge from bankruptcy as currently planned.  On March 28,
2005, the company announced that it had reached a resolution with
equity holders to support its recapitalization plan.  On April 5,
2005, the recapitalization plan was approved by the U.S.
Bankruptcy Court.  A completed restructuring is expected in May
2005.

Ratings upside at this time is limited given the considerable
deferred capital expenditure requirement and the uncertainty
regarding the timing and degree of any cash flow improvement
related to this investment.  The ratings could be lowered in the
near-term if capital expenditure plans do not proceed as expected,
or if operating results and liquidity deteriorate.  The company's
ability to maintain its current rating over the longer-tem
requires operating improvements along with leverage reduction.
Separately, Trump Entertainment's ratings, like the ratings of
other gaming companies, could be affected either positively or
negatively by ongoing activities related to more aggressive
expansion/diversification efforts.

The SGL-3 speculative grade liquidity rating considers that Trump
Entertainment is expected to generate slightly positive cash flow
after interest and maintenance capital expenditures over the 12-
month period immediately following the company's emergence from
bankruptcy.  The SGL-3 also considers that the company, post-
bankruptcy, will have liquidity in the form of a $200 million
revolver and $150 million delayed draw term loan along with about
$80 million of unrestricted cash.  Additionally, there will be no
material debt maturities over the near and intermediate term.  The
SGL-3 acknowledges that all of the company's assets will be fully
encumbered.

The following new ratings were assigned:

    (1) Senior implied rating -- B3;

    (2) $200 million senior secured revolver due 2010 -- B2;

    (3) $150 million senior secured term loan due 2012 -- B2;

    (4) $150 million senior secured delayed draw term loan due
        2012 -- B2;

    (5) $1.25 billion second lien notes due 2015 -- Caa1;

    (6) Long-term issuer rating -- Caa3;

    (7) Speculative grade liquidity rating -- SGL-3; and

    (8) Stable ratings outlook

Trump Entertainment Resorts Holdings, L.P. is the reorganized
entity that will own the:

    (1) Trump Taj Mahal Casino Resort,

    (2) Trump Plaza Hotel and Casino,

    (3) Trump Marina Hotel Casino, and

    (4) Trump Casino Hotel.


UAL CORP: Court Denies Appointment of Section 1113 Representative
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
correctly denied the United Retired Pilots Benefit Protection
Association's request for the appointment of an authorized Section
1113 representative, Marc Kieselstein, Esq., at Kirkland & Ellis,
says.  The Bankruptcy Code does not authorize an appointment or
require the Debtors to negotiate with retired pilots to reject a
collective bargaining agreement.

The URPBPA's request, under all circumstances, is moot.  Either
the Debtors will consensually agree with the Air Line Pilots
Association to modify their collective bargaining agreement, or
there will be no agreement and the Debtors will move forward with
the Section 1113 rejection motion.  As a result, even if the
Bankruptcy Court authorized the appointment of a Section 1113
representative for the retired pilots, there is nothing for that
individual to do.  As a result, Mr. Kieselstein says there is no
use having the District Court decide if the Bankruptcy Court
erred in refusing to appoint an authorized representative for the
URPBPA.  Any ruling on the merits of URPBPA's appeal will be
irrelevant and a waste of judicial resources.  Therefore,
URPBPA's appeal should be dismissed.

                        URPBPA Responds

The Debtors are obligated to pay vested pension benefits to the
retired pilots.  These obligations survive the expiration of the
Debtors' collective bargaining agreements with the ALPA.  As a
result, the Bankruptcy Court compromised those obligations to
URPBPA when it refused to appoint an authorized representative,
Frank Cummings, Esq., at LeBoeuf, Lamb, Greene & MacRae, in
Washington, D.C., asserts.

According to Mr. Cummings, the Debtors' request to dismiss the
Appeal should be stricken because it fails to raise an argument
that could not have been asserted in its previous response brief.

The Debtors' argument that the appeal is moot is "absurd."  The
issue will be moot only when there is no possibility that a court
could provide a party with relief.  When there is a possible
remedy that can be awarded to a party, the case cannot be moot.

URPBPA does not seek answers to hypothetical or abstract
questions, Mr. Cummings states.  URPBPA seeks to prevent the
Debtors from unilaterally terminating pension benefits that
retired pilots earned through years of hard work.  The Bankruptcy
Court denied URPBPA the opportunity to protect these pension
benefits.  The Debtors did not have this right simply because
they are reorganizing.

The District Court has the ability to overturn the Bankruptcy
Court's December 14, 2004 order, Mr. Cummings maintains, to
remand the case with instructions to appoint a representative for
the retired pilots and to void any agreement between the Debtors
and the ALPA that affects the vested pension rights of the
retired pilots.  Therefore, the Debtors' request to dismiss must
be denied.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through UnitedAir Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 81; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORPORATION: Paying Amendment Fees to Club DIP Lenders
----------------------------------------------------------
Given the challenging industry environment and the pace of the
restructuring, UAL Corporation and its debtor-affiliates want to
amend the Club DIP Facility to ensure operational and financial
flexibility.  James H.M. Sprayregen, Esq., at Kirkland & Ellis, in
Chicago, Illinois, relates that the Eleventh Amendment to the Club
DIP Facility provides for several changes, including:

  1) the Club DIP Lenders' waiver of:

      (a) Events of Default due to the Debtors' failure to timely
          notify the Club DIP Lenders with notice of the Pension
          Benefit Guaranty Corporation's efforts to involuntarily
          terminate the UAL Pilot's Plan; and

      (b) any technical default arising from the Debtors'
          continuance of the Eurodollar Loan when the Events of
          Default existed;

  2) the Club DIP Lenders' consent to amend the Security and
     Pledge Agreement so the Debtors may update schedules for
     intercompany transactions and amend the Aircraft Mortgage to
     provide the Debtors with more flexibility in leasing or
     subleasing Spare Engines on a short-term basis to repair
     customers or third party air carriers;

  3) modifications to amend or add new definitions to the Credit
     Agreement, including removal of the April 30, 2005 deadline
     for replacing the Air Wisconsin capacity from the EBITDAR
     definition;

  4) modification of the Credit Agreement to require that the
     Debtors provide an updated business plan to the Club DIP
     Lenders by July 31, 2005;

  5) modification to the Credit Agreement so the Debtors may
     finance their insurance premiums by allowing the associated
     Indebtedness and Liens not to exceed $20,000,000 at any one
     time outstanding rather than an outright ceiling of
     $20,000,000; and

  6) modification of the Credit Agreement so the Debtors' failure
     to pay minimum funding contributions to the PBGC on July 15,
     2005, and September 15, 2005, will not constitute an Event
     of Default.

For entering into the Eleventh Amendment, the Debtors will pay
JPMorgan Chase Bank and Citicorp USA, each a co-administrative
agent, a structuring fee of $250,000.

The Eleventh Amendment provides the Debtors with financial
benefits, protections, consents and waivers, Mr. Sprayregen tells
Judge Wedoff.  Failure to pay the Eleventh Amendment Fees will
preclude the Debtors from obtaining the benefits and will leave
the Debtors in default of the Club DIP Facility's notification
covenants.  Without the Eleventh Amendment, the Club DIP Lenders
will be within their rights to hold the Debtors in default,
terminate their financing commitment, foreclose on critical
assets and declare the loan due and payable immediately.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/--through UnitedAir Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 81; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Wants to Enter Into Transition Pact with Air Wisconsin
----------------------------------------------------------------
UAL Corporation and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Northern District of Illinois' authority to:

  a) enter into a Transition Agreement with Air Wisconsin
     Airlines Corporation;

  b) settle and resolve claims with Air Wisconsin;

  c) grant mutual general releases with Air Wisconsin;

  d) assume the Amended United Express and ground handling
     agreements; and

  f) file the Term Sheet, Transition Agreement and related
     documents under seal.

The Debtors also ask Judge Wedoff to dismiss or deny with
prejudice the Committee's request to access the Additional
Payments.

The Debtors have determined that assumption of the UAX Agreement
with Air Wisconsin was not in the best interests of the estates.
Due to the protracted deterioration in the regional aircraft
industry, the Debtors could realize substantial cost savings by
transitioning to new carriers and rationalizing their regional
jet fleet.  However, the UAX Agreement with Air Wisconsin did not
provide for a phased transition in the event of termination.
James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, explains that termination would entail a "knife-edge
separation," whereby Air Wisconsin would cease flying for the
Debtors at midnight of the termination date with replacement
carriers absorbing the capacity at 12:01 a.m.  This would
possibly cause significant operational and logistical problems
with grave economic consequences.  In addition, rejection of the
UAX Agreement would result in a substantial rejection damages
claim by Air Wisconsin.  As a result, the Debtors sought to
negotiate a resolution to the issues with Air Wisconsin in lieu
of a termination or rejection of the UAX Agreement.

The Debtors and Air Wisconsin negotiated a Term Sheet which will
form the basis for a Transition Agreement that will gradually,
and in controlled fashion, phase out Air Wisconsin's services
over a one-year period.  The Term Sheet provides for:

  a) the amendment of the UAX Agreement to provide for a gradual
     separation of the parties over one year;

  b) the amendment to the ground handling agreement to continue
     ground handling services at certain airports;

  c) millions of dollars in savings for the Debtors due to relief
     from the Additional Payment Provision, rate reductions and
     rebates for certain services;

  d) an orderly phased transition of flight and ground operations
     by Air Wisconsin; and

  e) the settlement of claims between the parties and the
     exchange of mutual general releases.

Mr. Sprayregen informs the Court that the proposed transition
will provide the Debtors with flexibility to improve their fleet
mix and reduce their fleet count.  It will also obviate the
filing of a potentially large rejection damages claim by Air
Wisconsin.

The Debtors will not have to make any more Additional Payments.
Any Additional Payments made 49 days prior to April 6, 2005, will
be refunded by Air Wisconsin.  This provision alone will allow
the Debtors to immediately realize millions of dollars in cash
savings that would not occur under the UAX Agreement.

The Debtors request authority to file the documents under seal.
Otherwise, the Debtors' competitors could utilize the information
to their advantage.  The terms and conditions are confidential
and if disclosed, could adversely affect the Debtors' business.

                          *     *     *

     CHICAGO, Illinois -- April 7, 2005 -- United Airlines
announced that it has reached a tentative agreement with Air
Wisconsin Airlines (AWAC) on flying and ground-handling
transition plans.  The agreement is subject to approval by the
U.S. Bankruptcy Court and is expected to be heard during the
regularly scheduled Omnibus hearing on April 22.

     After evaluating bids received as part of the request for
proposal (RFP) issued in November 2004, United will have a new
group of regional air carriers take over all United Express
flying currently operated by AWAC out of Washington Dulles,
Chicago O'Hare International and Denver International Airports.
AWAC will continue to perform ground handling for United Express
at a number of stations.

     "This tentative agreement represents an important step
toward reducing costs for a significant portion of our United
Express flying and ground handling, while ensuring a safe,
customer-friendly transition," said Sean Donohue, vice president-
United Express and Ted.  "We're very pleased to have reached
market-competitive rates with AWAC for ground handling at a
number of locations they currently serve, keeping a valued, long-
standing partner on board with us."

     As the company previously announced, the carriers that will
take over United Express flying include SkyWest and GoJet (a
subsidiary of Trans States).  United currently is in discussions
with other carriers and may continue to award additional flying
and ground-handling through the RFP process.

     "The United Express product and reliability continue to
improve, and our new agreements ensure we will continue to
provide superior service and competitive fares to our customers,"
Donohue said.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through UnitedAir Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 81; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US AIRWAYS: Discusses Merger with America West
----------------------------------------------
US Airways Group Inc. and America West disclosed their intentions
for a possible merger.  The combined company is expected to create
a national low-cost airline that can compete with discount rivals,
US Airways Chairman David Bronner told a reporter for the
Associated Press.

"A lot of things will happen in the U.S. airline industry in the
next 12 to 18 months," Mr. Bronner told the AP.  "We'll do
whatever we need to survive."

US Airways discussed merger transactions with several other rival
carriers.  Talks with America West progressed the farthest.
America West is considered an ideal partner because its flights
are focused in the West Coast and it offers low airfares, the AP
relates.

"What (US) Airways is looking for, and this doesn't mean this will
go through, but it's looking to be able to expand its network -
meaning that it's very big in the East and has very little on the
West Coast," Mr. Bronner told the AP.

The US Airways-America West talks are dubbed "Project Barbell" in
reference to the fact that US Airways' routes are concentrated on
the East Coast and America West serves mostly the West, the AP
relates.  Each carrier offers transcontinental flights, but not
many compared to their larger competitors.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


USGEN NEW ENGLAND: Bankruptcy Court Sets Solicitation Procedures
----------------------------------------------------------------
At USGen New England, Inc.'s behest, the U.S. Bankruptcy Court for
the District of Maryland approves a set of uniform noticing,
balloting, voting and tabulation procedures to be used in
connection with asking creditors to vote to accept the Debtor's
Second Amended Plan of Liquidation.

Holders of General Unsecured Claims in Class 3 and Interests in
Class 4 are impaired and are entitled to vote on Plan.  Eligible
Voters will receive a solicitation package containing:

   (a) notice of the hearing to consider confirmation of the Plan
       and related matters, setting forth:

          (i) the time fixed for submitting Plan votes;

         (ii) the time fixed for filing objections to
              confirmation of the Plan; and

        (iii) the date and time of the Confirmation Hearing;

   (b) a copy of the Disclosure Statement approved by the
       Bankruptcy Court; and

   (c) a ballot with instructions, in substantially the form
       approved by the Bankruptcy Court.

The Claims in Classes 1 and 2 are not impaired under the Plan.
The holders of these Claims, therefore, are conclusively presumed
to have accepted the Plan and are not entitled to vote on the
Plan.  In lieu of a solicitation package, they will receive a
notice which identifies:

   (a) the Unimpaired Classes;

   (b) the date and time of the Confirmation Hearing; and

   (c) the deadline and procedures for filing objections to the
       Plan.

The Unimpaired Creditor Notice will further provide that holders
of Claims in the Unimpaired Classes may receive a copy of the
Plan and Disclosure Statement upon written request to Bankruptcy
Services, LLC, USGen's Balloting Agent.

HSBC Bank USA, National Association, as lease indenture trustee
and pass through trustee, is authorized to vote on the Plan upon
direction from the holders of the 7.459% Pass Through
Certificates, series 1998-A and the 8.270% Pass Through
Certificates, series 1998-B, holding a majority in principal
amount of each series of Bear Swamp Certificates.

USGen will mail to the Bear Swamp Certificateholders a package
containing:

   (a) notice of the Confirmation Hearing and related matters,
       setting forth:

          (i) the time fixed for providing a direction letter to
              the Trustee;

         (ii) the time fixed for filing objections to
              confirmation of the Plan;

        (iii) the date and time of the Confirmation Hearing; and

         (iv) the date by which Certificateholders must be
              holding Bear Swamp Certificates to be entitled to
              provide the direction letter to the Trustee;

   (b) a copy of the Disclosure Statement approved by the Court;
       and

   (c) a direction letter approved by the Court for solicitation
       purposes only, directing the Trustee to vote its claim for
       the benefit of the Bear Swamp Certificateholders.

National Energy & Gas Transmission, Inc., USGen's indirect parent
as of the Petition Date, is the sole member of Class 4.  NEG is
authorized to act on behalf of all of its subsidiaries with a
direct or indirect Interest in USGen.

The Court sets March 1, 2005, as record date for determining
which:

     * Bear Swamp Certificateholders are entitled to direct the
       Trustee; and

     * creditors and interest holders are entitled (a) to vote to
       accept or reject the Plan, and (b) to receive the
       Unimpaired Creditor Notice or the Notice to holders of
       contingent, unliquidated or disputed Claims.

Plan votes must be returned to the Balloting Agent by May 2,
2005, at 4:00 p.m. (prevailing Eastern Time).  USGen may extend
the Voting Deadline, with the consent of the Official Committee
of Unsecured Creditors.

The direction letters must be returned to the Trustee by either
(x) first class mail, postage prepaid or (y) overnight mail, by
April 25, 2005.  The Trustee will not consider any direction
received after April 25.

USGen will tabulate Plan votes using this procedure:

    -- Each holder is entitled to vote in the amount set forth in
       USGen's Schedules of Assets and Liabilities, to the extent
       the Claim is scheduled in an amount greater than $0 and is
       not scheduled as contingent, unliquidated or disputed;

    -- To the extent a proof of claim has been timely filed for a
       liquidated, non-contingent Claim in an amount greater than
       $0, then the holder will be entitled to vote in the amount
       specified in the Claim unless the Claim is the subject of
       a pending objection, in which case the Claim will be
       treated as a Disputed Claim for voting purposes, unless
       otherwise ordered by the Bankruptcy Court;

    -- To the extent a proof of claim has been timely filed in an
       amount greater than $0 for a Claim that is scheduled as
       contingent, unliquidated or disputed, then the holder will
       be entitled to vote in the amount specified in the claim
       unless the claim is the subject of a pending objection, in
       which case the Claim will be treated as a Disputed Claim
       for voting purposes, unless otherwise ordered by the
       Bankruptcy Court;

    -- If a Claim is, by its terms, contingent or unliquidated,
       the holder will be entitled, solely for voting purposes,
       to vote the Claim in an amount equal to $1 and one vote,
       subject to the filing of an objection by the holder;

    -- If a Claim has been resolved or fixed by the Plan or
       pursuant to a Court Order, the holder will be entitled to
       vote in the amount specified in the Plan or the Order; and

    -- In the event a Claim is a Disputed Claim, for which there
       has been no ruling by the Bankruptcy Court as of the
       Voting Deadline, the disputed portion of the Claim will
       not be counted for voting purposes and the related ballot,
       if any, will not be counted, except to the extent and in
       the manner indicated in USGen's objection -- any
       non-disputed portion of the Claim may be voted -- or
       unless otherwise ordered by the Court.

A party holding a contingent or unliquidated Claim wishing to
challenge its "one dollar, one vote" valuation, or any holder of
a Claim which seeks to have its Claim allowed for voting purposes
in an amount different from that which is set forth in USGen's
Schedules, the Plan, the Disclosure Statement, must file a motion
for a hearing on allowance of the Claim for voting purposes
pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure by April 15, 2005.

The Court will hold a hearing on April 27, 2005, at 10:30 a.m.
(prevailing Eastern Time), to consider the Rule 3018(a) Motions,
any objections to the Disputed Claims and any responses thereto.

USGen has published a notice of the Confirmation Hearing and the
related procedures and deadlines in the national edition of The
Wall Street Journal and The Washington Post.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30465). John E. Lucian,
Esq., Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig
A. Damast, Esq., at Blank Rome, LLP, represent the Debtor in its
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.  (PG&E National Bankruptcy News,
Issue No. 39; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VARTEC TELECOM: Has Until June 1 to File Plan of Reorganization
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended the period within which Vartec Telecom, Inc., and its
debtor-affiliates have the exclusive right to file a chapter 11
plan to June 1, 2005.  The Court also extends the Debtors'
exclusive solicitation period to August 1, 2005.

The Debtors want more time to, among other things, negotiate a
global settlement of claims asserted by independent
representatives and develop a well-vetted business plan.  Once
those tasks are completed, the Debtors will have the information
and time needed to analyze the likely distribution to their
unsecured creditors and formulate a feasible, and hopefully
consensual, plan.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81695).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


VITAL LIVING: Losses & Deficit Prompt Going Concern Doubt
---------------------------------------------------------
Vital Living Inc. (OTCBB:VTLV) reported its financial results for
the fiscal year ended Dec. 31, 2004.

For the fiscal year ended Dec. 31, 2004, compared with the fiscal
year ended Dec. 31, 2003:

   -- Revenues from continuing operations increased 736% to
      $4.2 million from $498,000;

   -- Net losses from continuing operations decreased to
      $26 million from $27.2 million;

   -- Losses from discontinued operations in 2004 were
      $2.8 million, which was partially offset by a $597,000 gain
      on disposals, compared with losses from discontinued
      operations in 2003 of $729,000;

   -- Net loss available to common stockholders was $28.6 million,
      or $0.44 basic and diluted loss per share, compared with
      $30.2 million or $0.94 basic and diluted loss per share.

The company further reported that its combined cost-cutting
efforts and corporate restructuring initiatives, launched in the
middle of 2004, should result in the company achieving improved
net cash flow from core operations in the first quarter of 2005.

"We believe our decision last year to redefine Vital Living as a
highly differentiated, health-oriented company focused on
marketing a proprietary mix of nutritional supplements and
nutraceutical products is meeting with success," noted Stuart A.
Benson, chief executive officer of Vital Living.

"In addition, we have succeeded in consolidating all of our
operations in Phoenix, outsourced our distribution and fulfillment
functions to capable third-party providers, and focused on growing
our business intelligently and profitably.  We look forward to a
more successful 2005," concluded Mr. Benson.

                       Going Concern Doubt

Epstein Weber & Conover PLC raised substantial doubt about Vital
Living's ability to continue as a going concern after it audited
the Company's financial statements for the year ended Dec. 31,
2004.  The Company has suffered recurring losses from operations,
has a working capital deficit, and is dependent on funding sources
from other than operations.  Since inception, the Company has been
required to raise additional capital by the issuance of both
equity and debt instruments.

"There are no commitments from funding sources, debt or equity, in
the event that cash flows are not sufficient to fund ongoing
operations or other cash commitments when they come due," the
Company said in its Annual Report.

                        About the Company

Headquartered in Phoenix, Vital Living develops or licenses
nutraceuticals and markets them for distribution through
physicians, medical groups, chiropractic offices and retail
outlets.  Vital Living develops and tests its nutraceuticals in
collaboration with leading medical experts in the nutraceuticals
field and has designed them to be incorporated by physicians into
a standard physician-patient program in which patients supplement
doctor-prescribed pharmaceuticals with its nutraceuticals.

Vital Living is developing unique, safe and naturally derived
nutritional products, utilizing advanced drug-delivery
technologies, including the Geomatrix(TM) technology through its
affiliation with SkyePharma PLC.  The Geomatrix(TM) technology has
been provided exclusively for Vital Living's pharmaceutical
development in China and the development of nutraceuticals on a
global basis.


WV FIBER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: WV Fiber, LLC
        315 Wilhagan Road
        Nashville, Tennessee 37217

Bankruptcy Case No.: 05-04639

Type of Business: The Debtor is a wholly owned subsidiary of
                  Nashville, Tennessee-based Wilhagan Ventures.
                  The company provides national and international
                  communications services, as well as hosting,
                  collocation and other professional services.
                  See http://www.wvfiber.com/

Chapter 11 Petition Date: April 15, 2005

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine

Debtor's Counsel: Robin Bicket White, Esq.
                  MGLAW PLLC
                  120 30th Avenue North Suite 1000
                  Nashville, Tennessee 37203
                  Tel: (615) 846-8000
                  Fax: (615) 846-9000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Peter Marcum                                  $878,474
[ Managing Director, WV Fiber
CEO, Wilhagan Ventures
315 Wilhagan Road
Nashville, Tennessee 37217 ]

Thomas Lunn                                   $246,077
[ Managing Director, WV Fiber
CFO, WV Fiber & Wilhagan Ventures
315 Wilhagan Road
Nashville, Tennessee 37217 ]

Progress Telecom                              $187,924
P.O. Box 101534
Atlanta, GA 30392-1534

Global Crossing                               $154,117
P.O. Box 741276
Cincinnati, OH 45274-1276

Switch & Data                                 $141,903
1715 Westshore Drive North, Suite 650
Tampa, FL 33713

Abovenet Communications Inc.                  $120,041
P.O. Box 7247-6887
Philadelphia, PA 19170-6887

Telia Sonera International Center             $114,425
2201 Cooperative Way, Suite 302
Herndon, VA 20171

Broadwing Communications                      $110,693
P.O. Box 790036
St. Louis, MO 63179-0036

Equinix Inc.                                  $107,125
14005 Live Oak Avenue
Lock Box 22310
Irwindale, CA 91706-1300

Telcove - NSVL                                $107,020
P.O. Box 932557
Atlanta, GA 31193-2557

JKRM INVESTMENTS, LLC                          $52,972
[Address not provided]

Beyond The Network                             $48,511
P.O. Box 75056
Baltimore, MD 21275

Cogent                                         $47,443
P.O. Box 791087
Baltimore, MD 21279

Universal Access                               $34,701
233 Wacker Drive South, Suite 600
Chicago, IL 60606

Avici Systems Inc.                             $30,000
101 Billerica Avenue
North Billerica, MA 01862-1256

Onfiber                                        $28,761
Dept. Chi7035
Palatine, IL 60055-7035

Packet Exchange Ltd.                           $28,761
11 Curtain Road
London EC2A 3LT
England

UNS LLC                                        $25,680
56 Marietta Road
4th Floor, Suite 200
Atlanta, GA 30303

NAP Of America                                 $25,252
2601 Bayshore Drive South, 9th Floor
Miami, FL 33133

Fred Filsoof                                   $25,000
[Address not provided]


XL-CARE AGENCY: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: XL-Care Agency, Inc.
        65-12 Myrtle Avenue
        Glendale, New York 11385

Bankruptcy Case No.: 05-15960

Type of Business: The Debtor is a healthcare services provider.

Chapter 11 Petition Date: April 19, 2005

Court: Eastern District of New York (Brooklyn)

Judge: Dennis E. Milton

Debtor's Counsel: Yann Geron, Esq.
                  Fox Rothschild LLP
                  13 East 37th Street, Suite 800
                  New York, New York 10016
                  Tel: (212) 682-7575
                  Fax: (212) 682-4218

Financial Condition as of March 31, 2005:

      Total Assets: $1,661,640

      Total Debts:  $3,060,529

Debtor's 4 Largest Unsecured Creditors:

   Entity                         Nature of Claim   Claim Amount
   ------                         ---------------   ------------
Internal Revenue Service          Employment Tax      $2,624,676
10 MetroTech Center               Obligations
625 Fulton Street
Brooklyn, NY 11201

New York State                    Employment Tax        $351,494
Department of Taxation & Finance  Obligations
Bankruptcy Section
P.O. Box 5300
Albany, NY 12205-0300

New York State                    Unemployment           $43,520
Department of Labor               Insurance
Unemployment Division             Obligation
W.A. Harriman Campus
Building 12, Room 256
Albany, NY 12240

Thomas Schneider                  Payment of             $40,839
573 Plainview Road                Attorney
Plainview, NY 11803               Retainer


* Many Bankruptcy Code Amendments Take Effect October 17
--------------------------------------------------------
After eight years of bankruptcy reform talks in four Congresses,
President Bush signed S. 256, the Bankruptcy Abuse Prevention and
Consumer Protection Act of 2005, into law yesterday, April 20,
2005, at a White House signing ceremony.  A sign saying
"BANKRUPTCY REFORM Strengthening Our Economy" and embellished with
the Presidential Seal hung from the front edge of the table at
which the President sat when he affixed his signature to the
document.  The signing followed a five-minute speech thanking key
legislators for their work and stressing personality
responsibility.

Most of the amendments to the Bankruptcy Code apply to cases
commenced 180 days after the date of enactment.  With rare
exception, the amendments do not apply to cases filed before the
Oct. 17, 2005, effective date.

Davis Polk & Wardwell has prepared a blacklined copy of the
Bankruptcy Code that highlights most of the changes contained in
S. 256.  A copy of Davis Polk's blacklined version of the
Bankruptcy Code is available at no charge at:

     http://www.dpw.com/practice/code.blackline.pdf

Press coverage about the new law focuss on means testing and
requiring individual consumer debtors to repay a portion of what
they owe.  President Bush calls those changes to the Bankruptcy
Code "commonsense reforms will make the system stronger and better
so that more Americans -- especially lower-income Americans --
have greater access to credit."  The satirical crew at
http://www.whitehouse.org/posted a transcript of a fictitious
address by President Bush at the Association of Credit &
Collections Annual Conference under a headline proclaiming
"Bankruptcy Reform: President Bush Proudly Announces the Long-
Overdue Conscription of Lazy, Good-For-Nothing Sick People into
Eternal Corporate Slavery."

The key amendments affecting businesses covered in the Troubled
Company Reporter are:

     Code Section        Brief Summary of Code Section Change
     ------------        ------------------------------------
     Sec. 101(14)        Definition of a disinterested person no
                         longer includes investment bankers for
                         outstanding securities.

     Sec. 101(22)        Definition of a financial institution
                         now includes big derivatives players.

     Sec. 101(23)        Definition of a foreign proceeding now
                         includes proceedings before
                         administrative tribunals and
                         liquidation proceedings.

     Sec. 101(24)        Definition of a foreign representative
                         is broader.

     Sec. 101(25)        Definition of a forward contract is
                         expanded.

     Sec. 101(27A)       Health care business is now a defined
                         term.

     Sec. 101(38A)       Master netting agreement is now a
                         defined term.

     Sec. 101(38B)       Master netting agreement participant is
                         now a defined term.

     Sec. 101(40A)       Patient is now a defined term.

     Sec. 101(40B)       Patient records is now a defined term.

     Sec. 101(41A)       Personally identifiable information is
                         now a defined term.

     Sec. 101(46)        Definition of a repo participant is
                         expanded to include all pre-petition
                         repurchase contract counterparties.

     Sec. 101(47)        Definition of repurchase agreement is
                         expanded, but excludes repurchase
                         obligations under a participation in a
                         commercial mortgage loan.

     Sec. 101(48A)       Securities self regulatory organization
                         is the new defined term that refers to
                         the stock exchanges.

     Sec. 101(51D)       Small business debtor is now defined as
                         owing less than $2 million to non-
                         insider creditors.

     Sec. 101(53B)       Swap agreement has an expanded
                         definition.

     Sec. 101(54)        Definition of a transfer now includes
                         the grant of a prepetition lien.

     Sec. 104            Dollar amounts are periodically
                         adjusted automatically to reflect
                         changes in the Consumer Price Index.

     Sec. 304            Abrogated by new Chapter 15.

     Sec. 308            New provision for financial reporting
                         in bankruptcy by small business
                         debtors.

     Sec. 330(a)(3)      Board certified professionals can
                         argue they should collect higher fees.

     Sec. 332            A new Consumer Privacy Ombudsman is
                         created.

     Sec. 332            A new Patient Care Ombudsman is
                         created.

     Sec. 350            Special provision for disposing of
                         patient records.

     Sec. 341(e)         Meetings of creditors can be abrogated
                         in prepackaged chapter 11 cases.

     Sec. 362(b)(25)     The automatic stay does not stop the
                         stock exchanges from delisting
                         securities or continuing any
                         investigation.

     Sec. 362(b)(26)     The automatic stay does not stop the
                         setoff of tax refunds.

     Sec. 362(b)(27)     The automatic stay does not stop
                         setoffs under master netting
                         agreements.

     Sec. 362(b)(28)     The automatic stay does not stop
                         Medicare from kicking a provider out of
                         the program.

     Sec. 362(d)(3)      Single asset real estate debtors pay
                         postpetition interest at non-default
                         contract rate.

     Sec. 363(b)(1)      New special rule if asset sale includes
                         sale of personally identifiable
                         information, requiring a conversation
                         with the Sec. 322 Consumer Privacy
                         Ombudsman.

     Sec. 363(d)(1)      New rule governing the sale of property
                         by a non-profit entity.

     Sec. 365(b)(1)(A)   Non-monetary defaults that are
                         impossible to cure don't prohibit
                         assumption of an executory contract or
                         unexpired lease.

     Sec. 365(d)(4)      New initial 120-day lease-decision
                         period can be extended once by 90 days
                         for cause and only beyond 210 days with
                         landlord's consent.

     Sec. 365(p)         Stay is automatically terminated for
                         personal property leases that are
                         rejected or not timely assumed.

     Sec. 366            Entitlement to administrative expense
                         priority does not constitute adequate
                         assurance of future payment to
                         utilities, but anybody can argue for
                         something very small.

     Sec. 503(b)(7)      Administrative priority accorded to two
                         years' rent on account of a lease
                         assumed under Sec. 365 and then
                         rejected.

     Sec. 503(b)(8)      Administrative priority accorded to
                         costs of closing a health care
                         business.

     Sec. 503(b)(9)      Administrative priority accorded to
                         goods received by the Debtor within 20
                         days before the Petition Date that are
                         sold in the ordinary course of
                         business.

     Sec. 503(c)         New limitation on KERP Payments to
                         senior executives.

     Sec. 507(a)(1)      Chapter 7 Trustee expenses take highest
                         priority.

     Sec. 507(a)(4)      Cap on priority for Employee Claims
                         raised to $10,000 and lookback period
                         extended to 180 days.

     Sec. 507(a)(4)      Cap on priority for Employee Benefit
                         Plan Contribution Claims raised to
                         $10,000.

     Sec. 507(a)(4)      Cap on priority for claims of U.S.
                         farmers and fishermen reduced to
                         $4,000.

     Sec. 507(a)(7)      Cap on priority for Consumer Deposit
                         Claims reduced to $1,800.

     Sec. 507(8)(B)      Priority for Property Tax Claims looks
                         to the date the tax was incurred rather
                         than assessed.

     Sec. 508(a)         Provision limiting distributions in a
                         U.S. case on account of recoveries in a
                         foreign proceeding is stricken.

     Sec. 511            Interest payable on tax claims is
                         determined based on applicable
                         nonbankruptcy law at the rate in effect
                         as of the calendar month in which a
                         plan is confirmed.

     Sec. 521(a)(7)      Debtor has to continue performing any
                         ERISA Plan Administrator functions.

     Sec. 521(j)         Taxing authorities can move to dismiss
                         or convert if post-petition tax returns
                         aren't timely filed.

     Sec. 546(g)*        Redesignated as Sec. 546(h).

     Sec. 546(i)         Warehouseman's liens have greater
                         protection.

     Sec. 547(c)(2)      Payment received on account of a debt
                         incurred in the ordinary course of
                         business or within ordinary business
                         terms isn't a preference.

     Sec. 547(c)(9)      Preference claim can't be pursued if
                         transfer was for less than $5,000.

     Sec. 547(e)(2)      10 day period for perfection of
                         refinancing transactions stretched to
                         30 days.

     Sec. 548(a)(1)      Reachback period for fraudulent
                         transfers to insiders extended to two
                         years.

     Sec. 548(e)         New provision extending reachback
                         period to 10 years for transfers to
                         self-settled trusts.

     Sec. 562            New set of rules concerning timing of
                         damage measurement in connection with
                         derivative instruments.

     Sec. 555            In addition to liquidation, securities
                         contracts can also be terminated and
                         accelerated to speed settlement.

     Sec. 555            In addition to liquidation, commodities
                         contracts and forward contracts can
                         also be terminated and accelerated to
                         speed settlement.

     Sec. 559            In addition to liquidation, repurchase
                         agreements can also be terminated and
                         accelerated to speed settlement.

     Sec. 560            In addition to liquidation, swap
                         agreements can also be terminated and
                         accelerated to speed settlement.

     Sec. 561            New provision allowing contractual
                         right to terminate, liquidate,
                         accelerate, or offset master netting
                         agreements and across contracts.

     Sec. 704(a)(11)     Trustee (or DIP) has to continue
                         performing any ERISA Plan Administrator
                         functions.


     Sec. 901            Provisions in Secs. 555 through 562
                         dealing with financial contracts now
                         apply in municipal cases.

     Sec. 1102(a)        The Court can direct the U.S. Trustee
                         to alter the composition of an official
                         committee.

     Sec. 1102(b)        An official committee shall provide its
                         constituency with access to
                         information.

     Sec. 1104(a)(3)     New provision says Court can appoint a
                         trustee or examiner if there's case to
                         dismiss by Court thinks this is a
                         better idea.

     Sec. 1104(b)        U.S. Trustee must file report of any
                         election of a chapter 11 trustee, and
                         an elected trustee displaces an
                         appointed trustee, and Court resolves
                         any dispute in the election process.

     Sec. 1104(e)        U.S. Trustee shall move for an examiner
                         or trustee if there are reasonable
                         grounds to suspect bad people doing bad
                         things control the Debtor.

     Sec. 1112           Expanded grounds for dismissal or
                         conversion of a chapter 11 case or
                         appointment of a trustee, and Court
                         needs to explain why no conversion or
                         dismissal if not granted.

     Sec. 1114           Bankruptcy court can restore retiree
                         benefit plans modified within 180 days
                         prior to the Petition Date.

     Sec. 1114(d)        Court may order appointment of a
                         Retirees' Committee, and U.S. Trustee
                         will appoint the Committee.

     Sec. 1116           New provision for increased initial
                         financial disclosure by small business
                         debtors.

     Sec. 1121           Without any exception, Debtor's
                         exclusive plan proposal period is
                         capped at 18 months, and Debtor's
                         exclusive solicitation period is capped
                         at 20 months.

     Sec. 1121(e)        Small business debtor election is
                         abrogated; small business case is now
                         a defined term under Sec. 101(51D).

     Sec. 1121(e)        Plan and disclosure statement in a
                         small business case must be filed
                         within 300 days, and plan should be
                         confirmed within 45 days after plan is
                         filed.

     Sec. 1125           Court will now consider the complexity
                         of the case, the benefit of additional
                         information to creditors and other
                         parties in interest, and the cost of
                         providing additional information in
                         reviewing the adequacy of a disclosure
                         statement.

     Sec. 1125(g)        Postpetition solicitation of votes on a
                         prepackaged plan is permitted.

     Sec. 1129(a)(9)     Priority Tax Claims must be paid in
                         regular cash installments by the fifth
                         anniversary of the Petition Date.

     Sec. 1129(a)(14)    New confirmation requirement concerning
                         payment of domestic support
                         obligations.

     Sec. 1129(a)(15)    New confirmation requirement for
                         minimum payment by individuals in
                         chapter 11.

     Sec. 1129(a)(16)    New confirmation requirement concerning
                         transfers of property by non-profit
                         entities.

     Sec. 1141(d)        No discharge for a corporation for
                         taxes based on a fraudulent return or
                         when the debtor "willfully attempted in
                         any manner to evade or to defeat such
                         tax or such customs duty."

     Chapter 15          New Chapter, entitled ANCILLARY AND
                         OTHER CROSS-BORDER CASES, incorporates
                         the Model Law on Cross-Border
                         Insolvency promulgated by the United
                         Nations Commission on International
                         Trade Law (UNCITRAL) at its Thirtieth
                         Session on May 12-30, 1997.  The Model
                         Law encourages cooperation between the
                         United States and foreign countries
                         in transnational insolvency cases.

     28 USC Sec. 158(d)  With the consent of the parties to an
                         appeal from a bankruptcy court order,
                         appeal can go directly to the circuit
                         court of appeals.

     Act Sec. 419        New forms will be promulgated to
                         provide more information about the
                         value, operations, and profitability of
                         any closely held corporation,
                         partnership, or other entity in which
                         the debtor holds a substantial or
                         controlling interest.

     Act Sec. 433        A new standard form disclosure
                         statement can be used for small
                         businesses.

     Act Sec. 443        Study of small business cases will be
                         coming in two years.

     Act Sec. 601        Amends chapter 6 of title 28 to require
                         the clerk for each district to collect
                         more statistical data in a standardized
                         format, report it to the Administrative
                         Office, and make it available to the
                         public.  First annual report to the
                         Congress is due by July 1, 2008.


* Keen Realty Says New Bankruptcy Law Has a Surprise for Retailers
------------------------------------------------------------------
On April 14, the House of Representatives passed S.256, known as
the Bankruptcy Abuse Prevention and Consumer Protection Act of
2005, sending the bill to President Bush, who is expected to sign
this week. This law was heavily promoted by the retail industry in
order to improve the legal rights of retailers against defaulting
consumers. What the retail industry may not have realized is that
their landlords were also heavily promoting this legislation -
although a different provision. The landlords succeeded in
amending the existing Bankruptcy Code in order to severely
restrict the flexibility of retailers who enter bankruptcy and to
shift value away from the retailer towards its landlords. In
particular, the law imposes a rigid seven month deadline on the
retail-debtor to decide which leases to keep and which leases to
jettison.

"As a result, retailers who are facing bankruptcy will now want to
seek the counsel of a real estate expert, such as Keen Realty,
LLC, as soon as possible," Keen says.

The Bankruptcy Code has provided and continues to provide tenants
with a very powerful right: the right to "reject" a lease under
Sec. 365(a) of the Bankruptcy Code.  "Rejection" is the statutory
right to breach a lease. Retailers use this power to exit under-
performing or overly expensive leases or to close their stores as
part of a liquidation. When a lease is rejected, the landlord
receives a damage claim against the debtor, which is paid at the
end of the bankruptcy proceeding in bankruptcy dollars (i.e.,
cents on the dollar).  For the benefit of other creditors -- to
prevent their claims from being diluted by landlords' damages
claims -- Sec. 502(b)(6) of the Bankruptcy Code caps the
landlord's rejection claim at three years rent

Sec. 365(d)(1) of the Bankruptcy Code specifically grants tenants
60 days to "assume or reject" a lease, with the opportunity to
extend that deadline.  Bankruptcy Courts routinely extend the 60
day deadline in order to give the retail-debtor time to evaluate
its business, business plan, store performance and even to
evaluate its sales through a Christmas season.

"I have worked with hundreds of retailers and have seen how
important it is for a retailer in bankruptcy to have time to
evaluate store performance before electing to assume or reject a
lease. This new law really puts retailers under the gun. Seven
months sounds like a long time but it's not, especially if it
doesn't include the Christmas selling season," says Harold
Bordwin, President and CEO of Keen Realty, LLC.  Mr. Bordwin was
previously called upon by Congress to testify about the impact of
this provision.

Harold Bordwin also sees other implications from this new law.
"There are at least two far reaching implications of forcing
retailers to make the assumption/rejection decision within seven
months."

"First, upon assumption of a lease the tenant is required to
"cure" all defaults. Curing defaults means paying the landlord, in
full, for any unpaid back rent and other charges. Why should
landlords be paid these claims in full while all other unsecured
creditors have to wait until the end of the proceeding to be paid,
at which time they will be in "bankruptcy dollars" (i.e., cents on
the dollar). Paying the landlords' cure claims in full only seven
months into a bankruptcy is not only unfair to other creditors but
it may also create a liquidity crisis and undermine the viability
of the retailer's business."

"Second, in the event that the tenant-debtor later rejects an
assumed lease, the landlord's position as a creditor is
significantly enhanced, to the detriment of other creditors. The
lessor will have an administrative expense claim (which is a
higher priority claim than the claim of other general unsecured
creditors) for two years rent. That claim gets paid in full before
other creditors get paid in bankruptcy dollars. The lessor's
remaining damage claim will be treated as a general unsecured
claim and capped at three years rent."

By changing the time frame for retail-debtor's to assume or reject
leases, Congress is likely creating a host of unintended
consequences. One of those consequences, according to Mr. Bordwin,
is likely to include the "increasing likelihood that retailers in
bankruptcy will liquidate rather than reorganize." According to
Mr. Bordwin, "creditors' committees are unlikely to be willing to
take the risk of allowing a retailer to assume its leases. Rather
than allowing the retailer to cure lease defaults and convert the
remaining lease obligations to a higher priority, creditors'
committees will be more likely to force a tenant to "reject" the
lease and liquidate. As a result the retail industry will see a
significant rise in the number of liquidations rather than
reorganizations.

For 23 years, Keen Consultants, LLC has been maximizing the value
of its client's assets by providing strategic real estate
planning, by executing real estate and business transactions, and
by providing a range of related valuation and analysis services.
In particular, Keen Realty assists retailers to restructure their
real estate and lease portfolios - maximizing the value of real
estate and leases while minimizing landlord liabilities. Keen
Consultants has handled almost 300 million square feet of owned
and leased retail properties, repositioned over 16,000 stores
across the country and completed over $1.3 billion in transactions
in the past 6 years.

Companies that the firm has advised include: (A) retailers
operating strip center and free standing stores like Frank's
Nursery & Crafts, Penn Traffic Supermarkets, Service Merchandise
Company, Breuner's Home Furnishings and Krispy Kreme; (B) Mall
based retailers like Eddie Bauer, Samuels Jewelers, Country Road
Clothing, Edison Bros. Northern Reflections and Rodier Paris; and
(C) Outlet store retailers like FILA, Calvin Klein, Authentic
Fitness/Speedo and Pillowtex.


* National Retail Federation Applauds Bankruptcy Code Amendments
----------------------------------------------------------------
The National Retail Federation welcomes the signing of long-
awaited bankruptcy reform legislation, and applauded the President
for signing it into law yesterday afternoon at the White House.

"The last time the United States comprehensively updated personal
bankruptcy laws was the year John Paul II became Pope, Annie Hall
won Best Picture and Sony introduced the Walkman," NRF Senior Vice
President and General Counsel Mallory Duncan said.  "Annual
bankruptcy filings have increased nine-fold since then, and
bankruptcy has gone from a stigma to a financial planning tool for
many.  Every one of those filings means more bad debt that gets
passed on to consumers, and consumers are tired of picking up
the tab.  Many bankruptcies are legitimate but too many are being
filed by people who could afford to pay but choose not to.  This
bill will return bankruptcy to being the safety net it was meant
to be."

"In 1978, fewer than one person in a thousand filed for
bankruptcy," Duncan said.  "Last year, more than six times as many
chose to file.  If left unchanged, the old bankruptcy law would
have broken us all.  No safety net can survive when millions jump
into it without true cause."

"This affects more than just big credit card companies and banks,"
Duncan said.  "There are thousands of small Main Street retailers
selling merchandise on store credit who can't afford not to get
paid.  Whether it's a Mom and Pop store or a national chain,
retailers who get left holding bad debt are forced to pass that
cost on to their customers and everyone ends up paying more."

S. 256, the Bankruptcy Abuse Prevention and Consumer Protection
Act of 2005, was sponsored by Senate Finance Committee Chairman
Charles Grassley, R-Iowa.  The legislation requires individuals
who can afford to repay a significant part of their debt to do
so under Chapter 13 rather than having all debts erased under
Chapter 7.  The option of Chapter 7 would still be preserved,
however, for those who truly need it.

NRF has led retailers' support for bankruptcy reform legislation
for close to a decade.  There were 1.56 million consumer
bankruptcy filings in 2004 -- roughly twice the 780,455 of 1994 --
and retailers who offer store credit or proprietary credit cards
bear a large share of the increasing volume of bad debt.

The last comprehensive bankruptcy update was the Bankruptcy Reform
Act of 1978.  Personal bankruptcies totaled 172,423 that year,
according to the U.S. Administrative Office of the Courts.  That
amounted to one filing for every 1,291 U.S. residents in 1978
compared with one in 334 in 1994 and one in 189 in 2004.  U.S.
population was 222.6 million in 1978, 260.3 million in 1994 and
295.9 million in 2004.  While total bankruptcy filings in 2004
were approximately nine times the 1978 level, the increase in the
per capita rate of filing was six-fold because bankruptcy filings
increased much more rapidly than population.

The National Retail Federation -- http://www.nrf.com/-- is the
world's largest retail trade association, with membership that
comprises all retail formats and channels of distribution
including department, specialty, discount, catalog, Internet and
independent stores as well as the industry's key trading partners
of retail goods and services.  NRF represents an industry with
more than 1.4 million U.S. retail establishments, more than 23
million employees -- about one in five American workers -- and
2004 sales of $4.1 trillion.  As the industry umbrella group, NRF
also represents more than 100 state, national and international
retail associations.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***