TCR_Public/050425.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, April 25, 2005, Vol. 9, No. 96

                          Headlines

1501 F.M.: Voluntary Chapter 11 Case Summary
AAT COMMUNICATIONS: Industry Review Cues S&P to Watch Low-B Rating
ADELPHIA COMMS: Settles Tele-Media Dispute for $21.65 Million
ADVOCAT INC: Lenders Extend Maturity Dates to Jan. 29, 2006
ALASKA AIRLINES: Industry Review Prompts S&P to Cut Ratings

ALLEGHENY ENERGY: Trust Preferred Holders Accept Tender Offer
ALLIANCE ATLANTIS: Moody's Withdraws Rating After Notes Redeemed
AMERICA WEST: Likely US Airways Merger Cues S&P to Watch Ratings
AMERICA WEST: Chairman Doug Parker Says Merger Is Possible
AMERICAN PRODUCTION: AmeriChip Withdraws Proposed Chapter 11 Plan

AMPEX CORP: Dec. 31 Balance Sheet Upside-Down by $99.4 Million
AMR CORP.: Industry Review Prompts S&P to Pare Ratings
APPLICA INC.: Likely First Quarter Loss Cues S&P to Watch Ratings
ATA AIRLINES: Court Approves Settlement Pact with ATSB Lenders
ATHEROGENICS INC: Equity Deficit Widens to $53,911,689 at Mar. 31

AUSTIN BOULEVARD: Case Summary & Largest Unsecured Creditor
BEARINGPOINT INC.: Disclosures Prompt S&P to Cut Rating to B-
BEARINGPOINT INC: Moody's Slices Senior Implied Rating to B1
BETHLEHEM STEEL: Liquidating Trust Wants BSI Contract Terminated
CALL-NET: Likely Modest Cash Flow Prompts Moody's to Up Ratings

CALPINE CORP: Company Says Bankruptcy Rumors are False
CANFIBRE OF RIVERSIDE: Files Plan & Disclosure Statement
CATHOLIC CHURCH: St. George's Has Until May 6 to File BIA Proposal
CCC INFORMATION: March 31 Balance Sheet Upside-Down by $113 Mil.
CELESTICA INC: Incurs $11.6 Million Net Loss in 2005 First Quarter

CHANNEL MASTER: Trustee Settles Preferences for 3% to 26%
CHRISTIANA CARE: AM Best Withdraws Ratings at Company's Request
CINEMA EATERY: Case Summary & 20 Largest Unsecured Creditors
COLAD GROUP: Harter Secrest Approved as Bankruptcy Counsel
COLAD GROUP: Has Until Aug. 5 to Make Lease-Related Decisions

COMCAST: Fitch Affirms Ratings After Adelphia Purchase Announced
CONGOLEUM CORP: Modifies Chapter 11 Plan & Disclosure Statement
CONTINENTAL AIRLINES: Industry Review Cues S&P to Cut Ratings
CROWN CASTLE: Industry Review Prompts S&P to Watch Low-B Rating
CURATIVE HEALTH: S&P Junks Senior Unsecured Debt Rating to CCC+

DELPHI CORP: Fitch Downgrades Low-B Ratings & Maintains Watch
DELPHI CORP.: S&P Lowers Ratings a Notch to BB
DEVON MOBILE: Trustee Wants Chapter 11 Proceedings Suspended
DIGITAL LEGAL: Case Summary & 20 Largest Unsecured Creditors
DMX MUSIC: Maxide Acquisition Files Schedules of Assets & Debts

EDSAL CHESHIRE: Case Summary & 20 Largest Unsecured Creditors
FEDERAL METAL: Case Summary & 20 Largest Unsecured Creditors
FIBERMARK INC: Wants Court to Reinstate Exclusive Periods
FLYI INC.: Industry Review Prompts S&P to Downgrade Ratings
FRANK'S NURSERY: Bankruptcy Court Approves Disclosure Statement

FREMONT HOME: Moody's Rates Cert. Classes B-1 & B-2 at Low-B
FV STEEL: Gets Court Authority to Expand Services of Watson Wyatt
GSAA 2005-4: Moody's Puts Ba1 Rating on $2.98MM Class B-4 Certs.
GSAMP TRUST: Moody's Puts Ba1 Rating on $9.8MM Class B-4 Certs.
HAIRSTON MOTOR: Case Summary & 20 Largest Unsecured Creditors

HEILEG-MEYERS: Wants Wachovia's Disclosure Objections Overruled
HIGHLAND HOLDING: Case Summary & 13 Largest Unsecured Creditors
HOLLINGER INC: Ravelston Receivership Triggers Event of Default
ICON HEALTH: Moody's Revises Outlook to Negative After Downgrade
INDUSTRIAL ENT: Buying 100% Interest in Auto Aftermarket Supplier

IVOW INC: Lack of Financing Prompts Going Concern Doubt
KING PHARMACEUTICALS: Moody's Confirms Low-B Ratings After Review
KMART HOLDING: Footstar Files Service Mark Brief Under Seal
LCM III: Moody's Assigns Ba2 Rating to $11.5 Million Class D Notes
LIFEPOINT HOSPITALS: Inks 30-Year Lease with Wythe County Hospital

LNR PROPERTY: Repayment Prompts Fitch to Withdraw Low-B Ratings
MARC LISNER: Case Summary & 20 Largest Unsecured Creditors
MCI INC: Board Concludes Qwest Offer is Superior
MOSAIC GROUP: Chapter 11 Trustee Terminates Claims Agent
NORTEL NETWROKS: Board Declares Preferred Stock Dividends

NORTHSHORE ASSET: Case Summary & 20 Largest Unsecured Creditors
NORTHWEST AIRLINES: Industry Review Prompts S&P to Pare Ratings
NOVA CHEMICALS: Earns $94 Million of Net Income in First Quarter
OMEGA HEALTHCARE: Declares $0.21 Per Common Share Dividend
PASADENA GATEWAY: Wants to Hire Marilee A. Madan as Bankr. Counsel

PEABODY ENERGY: Moody's Revises Rating Outlook to Positive
RAMP SERIES 2005-RZ1: Moody's Rates $2MM Class M-9 Certs. at Ba1
RAVELSTON CORP: Ontario Court Appoints RSM Richter as Receiver
REAL MEX: Extends Sr. Secured Debt Exchange Offer Until Apr. 29
RFB CELLULAR: Two Subsidiaries Selling Spectrum Licenses

RESIDENTIAL ASSET: S&P Pares Ratings on Two Certificate Classes
RICHARDSON ELECTRONICS: Receives Nasdaq Delisting Notice
ROBERT HERRINGTON: Case Summary & 16 Largest Unsecured Creditors
RURAL CELLULAR: Won't Declare Quarterly Pref. Stock Dividends
SAN ANTONIO: Case Summary & 20 Largest Unsecured Creditors

SAXON ASSET: Moody's Junks Class BF-1 of Series 2000-4 & 2001-1
SBA COMMUNICATIONS: Debt Outstanding Cues S&P to Watch Junk Rating
SCOTIA PACIFIC: Moody's Slices Rating on $463.35MM Notes to B1
SECURITY CAPITAL: Ernst & Young Won't Seek Re-Appointment
SECURITIZED ASSET: Moody's Rates $13.19MM Class B-4 Certs. at Ba1

SEMINIS VEGETABLE: Moody's Cancels Ratings After Monsanto Buy-Out
SILICON GRAPHICS: Poor Performance Prompts S&P to Junk Rating
SOLECTRON CORP: Calls for Redemption of 9.625% Senior Notes
SPECTRASITE INC.: Industry Review Cues S&P to Watch Low-B Rating
STRUTHERS INDUSTRIES: Sells Assets for Approximately $6 Million

SYNBIOTICS CORP: Proposing 1-for-2,000 Reverse Split to Go Private
SYRATECH CORP: Creditors Committee Taps Bowditch as Counsel
TEXAS STATE: Moody's Slices Rating on Subordinate Bonds to B3
TFM S.A.: Fitch Puts B+ Rating on $460 Mil. 9.375% Senior Notes
TFM S.A.: Raises $386 Million in 11.75% Sr. Discount Debt Offer

TNS INC: Moody's Rates Planned $240M Senior Sec. Facility at Ba3
UAL CORP: PBGC Agrees to Termination of Four Pension Plans
UNITED AMERICAN: Case Summary & 20 Largest Unsecured Creditors
VCA ANTECH: New $500MM Loans Will Refinance Senior Term F Notes
VENTURE HOLDINGS: Auctioning 46-Acre Property in Seabrook, N.H.

VISTEON: Fitch Lowers Senior Unsecured & Bank Debt to B from BB
WEIGHT INTERVENTION: Voluntary Chapter 11 Case Summary
WESTPOINT STEVENS: Court Approves Modified Bidding Procedures
YOUNG BROADCASTING: Prices Tender Offer for 8-1/2% Senior Notes
ZIFF DAVIS: Debt Refinancing Prompts S&P to Lift Ratings

* BOND PRICING: For the week of April 4 - April 8, 2005

                          *********

1501 F.M.: Voluntary Chapter 11 Case Summary
--------------------------------------------
Lead Debtor: 1501 F.M. 1960 East Bypass, LP
             1 Diamond M Drive
             Humble, Texas 77338

Bankruptcy Case No.: 05-35886

Type of Business: The Debtor operates a radio station.  1501 F.M.
                  is affiliated with Humble Gattitown, LLP (Bankr.
                  S.D. Tex. Case No. 04-43698).  Humble Gattitown
                  filed for chapter 11 protection on Sept. 28,
                  2004, and it's case is pending before the
                  Honorable Jeff Bohm.

Chapter 11 Petition Date: April 15, 2005

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtors' Counsel: Peter Johnson, Esq.
                  Law Offices of Peter Johnson
                  Eleven Greenway Plaza
                  2820 Summit Tower
                  Houston, Texas 77046
                  Tel: (713) 552-0025
                  Fax: (713) 552-1433

Total Assets: $4,200,000

Total Debts: $3,667,623

The Debtor discloses that GE Capital holds a secured claim for
more than $3.5 million against it's estate, secured by liens on
real estate valued at $4.2 million.  GE is represented by:

     Gregory Lowry, Esq.
     Locke Liddell & Sapp LLC
     2200 Ross Avenue
     Dallas, TX 75201

The Debtor says in its bankruptcy petition that it has no
unsecured creditors.


AAT COMMUNICATIONS: Industry Review Cues S&P to Watch Low-B Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for four
wireless tower companies:

    (1) SpectraSite Inc. ('B+' corporate credit rating),

    (2) Crown Castle International Corp. ('B'),

    (3) AAT Communications Corp. ('B-'), and

    (4) SBA Communications Corp. ('CCC+'),

as well as related entities -- on CreditWatch with positive
implications.  These ratings join those for American Tower Corp.
(B-/Watch Pos/--), which were placed on CreditWatch with positive
implications Jan. 14, 2005.  These companies collectively have
approximately $7 billion of debt outstanding.

These CreditWatch listings relate to an industry review being
conducted by Standard & Poor's of the tower leasing business and
the position of the companies within this industry.
"Strengthening business prospects could support higher ratings for
the companies in this sector," said Standard & Poor's credit
analyst Catherine Cosentino.  "The wireless carriers, particularly
the large national players, are expected to continue to increase
their geographic footprint, coverage, and capacity to support
increased minutes of use both for voice and expanding broadband
services.  Tower companies will benefit from these trends, which
should continue to bolster increased tower co-location."

Reflecting the high operating leverage in this industry, gross
profit margins are very high for companies in this sector and
EBITDA margins tend to rapidly improve as additional tenants are
added to existing towers.  For 2004, gross profit margins for the
tower leasing business were in excess of 60% for the group, and
EBITDA margins ranged from about 30%-60%, with the lower end
attributable to the effects of operations in the less-profitable
site development business of SBA Communications Corp.

While SBA has significantly higher leverage than its peers, at
about 14x for 2004 on an operating lease-adjusted basis, its
business profile may support a higher corporate credit rating than
the current 'CCC+' (depending on Standard & Poor's assessment of
its liquidity over the next few years) given its ongoing growth in
lease rental revenues.

As part of this review, Standard & Poor's will be evaluating its
ratings guidelines for the sector to determine if the industry
supports less stringent financial guidelines based on overall
business characteristics.  If we conclude that the business risk
of the sector is stronger than that which we previously
incorporated in our guidelines, we will provide new thresholds
when the CreditWatch listings are resolved.  The qualitative
measures may also be revised to introduce metrics more
representative of the current state of the industry, including
such possible measures as revenue per tower and debt to revenue.

The recent change in operating lease accounting adopted by the
tower operators does not affect the business prospects or cash
flow prospects for the industry.  It has had the impact of
increasing the size of reported minimum cash lease commitments for
most of the tower companies.  However, the increase in such
minimum recognized commitments is also indicative of the high rate
of contract renewal in this business, which is not expected to
abate.

Standard & Poor's will meet with management at the tower companies
to discuss their financial policies, including stock repurchase
and dividend plans, as well as the possibility for additional
acquisitions in resolving the CreditWatch listings.


ADELPHIA COMMS: Settles Tele-Media Dispute for $21.65 Million
-------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
Judge Gerber of the U.S. Bankruptcy Court for the Southern
District of New York to approve a global settlement agreement and
release with these Tele-Media parties:

   -- Tele-Media Constructors Company,
   -- Tele-Media Corporation of Delaware,
   -- Robert E. Tudek, Trustee for The Robert E. Tudek Revocable
      Trust dated January 12, 1998, as amended,
   -- Robert E. Tudek, Jr.,
   -- Constance A. Vicente,
   -- Thomas E. Mundy,
   -- James J. Mundy,
   -- Peggy L. Tudek,
   -- Robert D. Stemler,
   -- Allen C. Jacobson,
   -- Charles J. Hilderbrand,
   -- Robert H. Stewart,
   -- Steven E. Koval,
   -- Tony S. Swain,
   -- Gerald P. Corman,
   -- Richard W. Shore,
   -- Russell G. Bambarger,
   -- Frank R. Vicente,
   -- Thomas F. Kenly,
   -- Robert R. Shepherd,
   -- Ralph E. Steffan, and
   -- John R. Previs.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, relates that the Tele-Media Parties own interests in a
number of Tele-Media partnerships, corporations and limited
liability companies, both Debtors and non-Debtors, that are
engaged in owning or operating cable television systems, radio
stations, and other related businesses.

Beginning in 1992, the Tele-Media Parties and certain ACOM
Debtors entered into a variety of transactions through which ACOM
financed, purchased or became an equity participant in several
groups of cable operations owned and managed by Tele-Media.  By
December 31, 1999, ACOM indirectly held controlling interests in
each of these Joint Ventures, each of which is a Debtor:

   * Tele-Media Company of Tri-States, L.P.:

     -- ACOM 82%
     -- Tele-Media 18%

   * TMC Holdings Corporation:

     -- ACOM 75%
     -- Tele-Media 25%

   * Tele-Media Investment Partnership, L.P.:

     -- ACOM 75%
     -- Tele-Media 25%.

The Joint Ventures' subsidiaries include these Debtors:

   -- CMA Cablevision Associates VII, L.P.,
   -- CMA Cablevision Associates XI, Limited Partnership,
   -- Adelphia Company of Western Connecticut,
   -- TMC Holdings, LLC,
   -- Eastern Virginia Cablevision, L.P.,
   -- Tele-Media Company of Hopewell-Prince George, and
   -- Eastern Virginia Cablevision Holdings, LLC.

Each of the JV Entities was operated previously by Tele-Media
Delaware pursuant to certain management agreements.  In September
2003, certain ACOM Debtors entered into transition services
agreements with Tele-Media Delaware that provided the transition
of the management of the JV Entities to the Debtors.  By
March 31, 2004, the Debtors replaced Tele-Media Delaware as
managers of the JV Entities and assumed full day-to-day
operations of the cable systems.

                   Disputes Between the Parties

Since the Petition Date, the Tele-Media Parties have raised
numerous objections to the Debtors' handling of the JV Entities'
bankruptcy cases.

As previously reported, on August 5, 2004, the Tele-Media Parties
requested the appointment of an examiner for each of the JV
Entities' Chapter 11 cases.  The Tele-Media Parties alleged that
the ACOM Debtors' management and board of directors breached
their fiduciary obligations to the creditors and equity holders
of the JV Entities.  The Examiner Motion raised numerous complex
factual issues.

In June 2004, the Debtors initiated a preference action against
each of Tele-Media Delaware and Tele-Media Constructors.  Through
the Preference Actions, the Debtors sought to recover around
$93.6 million in allegedly preferential payments.  The Court
later stayed the actions.

On May 14, 2004, the Court allowed the Tele-Media Parties to
intervene in the adversary proceeding entitled, Adelphia
Communications Corp., et al., v. Bank of America, et al.  The
Tele-Media Parties asserted that there are additional claims that
they could assert in connection with the Co-Borrowing Facilities
against the agents and lenders.

After the Debtors took over the day-to-day management of the JV
Entities in September 2003, the parties have had extensive
business, operational and other related disputes.  The Debtors
have been engaged in extensive settlement negotiations with the
Tele-Media Parties since the filing of the Examiner Motion.

                        Tele-Media Claims

The Tele-Media Parties filed 691 separate proofs of claim against
the ACOM Debtors, of which 210 claims allege breaches of
fiduciary obligation and fraudulent inducement by the Debtors to
pledge specific JV Entities' interests in support of the Co-
Borrowing Facilities.  The Fiduciary Duty Claims total $638.7
million.

Tele-Media Delaware and Tele-Media Constructors also filed an
additional 481 claims related to construction work and management
fees.  The claims, many of which the ACOM Debtors believe are
duplicative, total over $1.25 billion.

                       Settlement Agreement

Subject to the Judge Gerber's approval, the Settlement Agreement
resolves the Tele-Media Claims, the Examiner Motion and other
existing issues between the Debtors and the Tele-Media Parties.

The principal provisions of the Settlement are:

   a. ACOM will pay the Tele-Media Parties $21.65 million as
      settlement;

   b. The Tele-Media Parties will sell, assign and transfer all
      of their Tele-Media Tri-States Interests, Tele-Media TMC
      Holdings Shares and Tele-Media Investment Partnership
      Interests to ACOM;

   c. Tele-Media Delaware will pay ACOM $912,500 at closing and
      assume responsibility for administering and paying any
      outstanding and unpaid invoices with respect to claims made
      under workers' compensation policies and attributable to
      the JV Entities;

   d. Of the 691 Tele-Media Claims, the Debtors will allow
      22 reduced and allowed claims aggregating around $5.5
      million.  The remaining Tele-Media Claims will be
      disallowed and expunged;

   e. The parties will exchange mutual general releases of all
      claims;

   f. ACOM will dismiss the Preference Actions with prejudice;

   g. The Tele-Media Parties will transfer any rights they have
      asserted or could assert in connection with the Bank of
      America Adversary Proceeding to the Debtors; and

   h. The Tele-Media Parties will withdraw the Examiner Motion.

Ms. Chapman enumerates the benefits the ACOM Debtors will achieve
through the Settlement:

   -- the resolution of claims which collectively allege $1.9
      billion for goods, services, damages and fees owed;

   -- a more streamlined sale or standalone plan with the ACOM
      Debtors' buying the Tele-Media interests in the JV
      Entities; and

   -- the ACOM Debtors will not be forced to litigate the
      Examiner Motion, the Preference Actions or the Fiduciary
      Duty Claims, which litigation would have resulted in
      substantial expense.

The ACOM Debtors believe the Settlement is fair and reasonable.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 87; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADVOCAT INC: Lenders Extend Maturity Dates to Jan. 29, 2006
-----------------------------------------------------------
Advocat Inc. (NASDAQ OTC: AVCA) executed an agreement to extend
the maturities of its working capital line of credit and other
borrowings with its primary bank lender.

Under terms of the agreement, the bank has agreed to extend the
maturity dates of the indebtedness to January 29, 2006, and to
temporarily forbear from exercising its remedies upon default
subject to the terms and conditions set forth in the amendments.
The interest rate on indebtedness other than the working capital
line was revised to prime rate plus 1/2% up to a maximum of 7.5%,
and the interest rate on the working capital line of credit
remained unchanged at prime plus 1/2% up to a maximum of 9.5%.

L. Glynn Riddle, Jr., Advocate's Chief Financial Officer, relates
that on April 14, 2005 Advocat Inc., entered into four definitive
agreements:

    -- a Sixth Amendment to Master Amendment to Loan Documents and
       Agreement with AmSouth;

    -- an Eighth Amendment to Renewal Promissory Note by and among
       AmSouth Bank and Diversicare Assisted Living Services, NC,
       LLC;

    -- an Eighth Amendment to Renewal Promissory Note (Overline
       Facility) by and among AmSouth Bank and Diversicare
       Management Services, Co.; and

    -- a First Amendment to Replacement Reduced and Modified
       Renewal Revolving Promissory Note by and among AmSouth Bank
       and Diversicare Management Services, Co.

                     Going Concern Doubt

BDO Seidman LLP raised substantial doubt about Advocat Inc.'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 incurred operating losses in two of the three years in
the period ended December 31, 2004, and although the Company
reported a profit for the year ended December 31, 2004, that
profit primarily resulted from non-cash expense reductions caused
by downward adjustments in the Company's accrual for self-insured
risks associated with professional liability claims.

At Dec. 31, 2004, the Company reported a net working capital
deficit of $45.5 million.  The Company has $37.4 million of
scheduled debt maturities (including short term debt, settlement
promissory notes and current portions of long term debt) during
2005, and is in default of certain debt covenants contained in
debt agreements.

"Of the Company's $37.4 million of scheduled debt maturities,
$10.3 million has matured since December 31, 2004, including the
Company's working capital line of credit," Advocat said in its
Annual Report.  "The Company has received proposed terms from the
bank for a renewal and believes it will be able to reach an
agreement, but no assurances can be made that such negotiations
will be successful."

                   Reimbursement Reductions

Advocat has previously disclosed that President Bush's proposed
federal budget for the fiscal year beginning October 1, 2005,
includes several reductions that will adversely affect Advocat's
revenues if implemented.  The budget eliminates the reimbursement
of add-ons for high acuity patients under the Resource Utilization
Group that if implemented, will reduce revenue and cash flow
before taxes by approximately $3.6 million per year. In addition,
the proposed reduction of reimbursement for cross-over bad debt
expense may reduce the Company's revenue and cash flow before
taxes by approximately $150,000 per year when fully phased
in.

                      About the Company

Advocat Inc. provides long-term care services to nursing home
patients and residents of assisted living facilities in nine
states, primarily in the Southeast.


ALASKA AIRLINES: Industry Review Prompts S&P to Cut Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Alaska
Airlines Inc.'s 9.5% equipment trust certificates (ETCs) due April
12, 2012, to 'B+' from 'BB', as part of an industry wide review of
aircraft-backed debt.  All other ratings on Alaska Airlines and
parent Alaska Air Group Inc., including the 'BB-' corporate credit
ratings on both, are affirmed.  The outlook remains negative.

"The lower rating on the ETCs reflects Standard & Poor's concern
that repayment prospects for holders of aircraft-backed debt could
suffer in a potential scenario of multiple, further bankruptcies
of large U.S. airlines weakened by high fuel prices and intense
price competition," said Standard & Poor's credit analyst Betsy
Snyder.  "Downgrades of aircraft-backed debt securities were
focused on debt instruments that would be hurt in such a scenario,
particularly debt backed by aircraft that are concentrated heavily
with large U.S. airlines that would be at greater risk in
negotiated restructurings or sale of repossessed collateral," the
analyst continued.

In the case of Alaska Airlines, the rating was lowered on an ETC
backed by MD83 aircraft, a large percentage of which are operated
by U.S. "legacy carriers" that are rated 'B' or lower.  Although
values of most aircraft models are currently strengthening, that
progress could be reversed for certain models if several more
large U.S. airlines were to enter bankruptcy.  Standard & Poor's
also considered in its review potential adverse effects of an
ongoing legal dispute over the rights of certain creditors to
repossess aircraft from bankrupt United Air Lines Inc.  If a
current temporary restraining order blocking repossession is not
overturned, the precedent could be used to pressure creditors into
less favorable negotiated restructurings in future airline
bankruptcies.

The ratings on Alaska Air Group Inc. reflect a medium-sized route
network serving competitive markets, and the inherent risk of the
airline industry, offset somewhat by its strong position in its
major markets and relatively good liquidity for its size.

Alaska Air Group is the holding company for Alaska Airlines Inc.,
its major operating subsidiary, and Horizon Air Industries Inc.
Alaska Airlines, the ninth-largest U.S. airline, operates hubs at:

    (1) Seattle, Washington;

    (2) Portland, Oregon;

    (3) Anchorage, Alaska;

    (4) and Los Angeles,

primarily serving destinations in Alaska from the lower 48 states,
as well as destinations along the West Coast of the U.S., Canada
(Vancouver and Calgary), and Mexico (seven destinations).  More
recently, the company has begun to serve several East Coast
destinations from Seattle.

The ongoing weak revenue environment and high fuel prices are
expected to continue to constrain any significant improvement in
Alaska Air's earnings and cash flow.  If these conditions were to
worsen further, ratings would likely be lowered.  Revision to a
stable outlook is considered less likely, due to these industry
pressures.


ALLEGHENY ENERGY: Trust Preferred Holders Accept Tender Offer
-------------------------------------------------------------
Allegheny Energy, Inc. (NYSE:AYE) disclosed that holders of
$295 million (98.3 percent) of Allegheny Capital Trust I's 11-7/8%
Mandatorily Convertible Trust Preferred Securities have accepted
the company's previously announced tender offer and consent
solicitation.  The securities originally were due in 2008 and had
$300 million outstanding.

"This successful transaction is another significant step in
strengthening Allegheny Energy's financial condition," said Paul
J. Evanson, Chairman, President and Chief Executive Officer of
Allegheny Energy.  "It brings us one step closer to achieving a 30
percent equity ratio and improves our credit profile."

The tender offer expired at midnight on Apr. 21, 2005.  Under the
terms of the offer, Allegheny offered holders of the securities
83.33 shares of Allegheny Energy common stock and $160.00 in cash
per $1,000.00 liquidation amount.  The company accepted all
validly tendered securities and will promptly issue an aggregate
of 24.6 million shares of common stock and $47.2 million in cash
to the holders of the tendered securities.  After the transaction,
Allegheny will have approximately 162.1 million shares of common
stock outstanding.  In addition, the proposed amendments to the
indenture governing Allegheny Energy's 11-7/8% notes due 2008 will
become effective.

                        About the Company

Headquartered in Greensburg, Pa., Allegheny Energy --
http://www.alleghenyenergy.com/-- is an investor-owned utility
consisting of two major businesses.  Allegheny Energy Supply owns
and operates electric generating facilities, and Allegheny Power
delivers low-cost, reliable electric service to customers in
Pennsylvania, West Virginia, Maryland, Virginia and Ohio.

                        *     *     *

As reported in the Troubled Company Reporter on March 1, 2005, the
rating outlooks for Allegheny Energy, Inc. and Allegheny Energy
Supply, LLC -- AE Supply -- have been revised to Positive from
Stable.  The revision of the Rating Outlooks reflects improvement
in credit quality stemming from debt repayments of approximately
$1.2 billion made since Dec. 1, 2003, a reduction of business risk
because of the sale or wind-down of most of the higher risk
nonregulated operations, improved financial reporting and
controls, and Fitch's expectation of continued debt reduction and
cash flow growth.  The ratings of Allegheny and AE Supply have
been affirmed.  Approximately $4.7 billion of debt is affected.

Fitch affirms ratings and revises the Rating Outlooks to Positive
on:

   Allegheny Energy, Inc.

      -- Senior unsecured debt 'BB-';
      -- 11 7/8% notes due 2008 'B+'.

   Allegheny Capital Trust I

      -- Trust preferred stock 'B+'.

   Allegheny Energy Supply Company LLC

      -- Senior secured 'BB-';
      -- Senior unsecured notes 'B-';
      -- Statutory trust (A notes) 'BB-'

   Allegheny Generating Company

      -- Senior unsecured debentures 'B-'.


ALLIANCE ATLANTIS: Moody's Withdraws Rating After Notes Redeemed
----------------------------------------------------------------
Moody's Investors Service withdrew the senior subordinated debt
rating for Alliance Atlantis Communications Inc. as the company
redeemed this class of debt pursuant to a call option on
December 21, 2004.  The senior subordinated notes were refinanced
with proceeds from a new senior secured credit facility, rated by
Moody's.

Ratings affected by this action:

   * Senior Subordinated rating: withdrawn Dec 21, 2004 (formerly
     B1) 13% Notes due December 15, 2009 US$300 million

Ratings not affected by this action:

   * Senior Implied rating, Ba2
   * Senior Secured rating, Ba2
   * Revolver Authorization, due December 20, 2009 C$175 million
   * Term Loan A, amortizing to December 20, 2009 US$109 million
   * Term Loan B, due December 20, 2011 US$250 million
   * Issuer rating, Ba3

Alliance Atlantis Communications Inc. is a diversified
communications company, headquartered in Toronto, Ontario, Canada.


AMERICA WEST: Likely US Airways Merger Cues S&P to Watch Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services placed selected ratings on
America West Holdings Corp. and subsidiary America West Airlines
Inc., including the 'B-' corporate credit rating on both, on
CreditWatch with negative implications.  Ratings on selected
enhanced equipment trust certificates (EETCs) of America West
Airlines Inc., which were placed on CreditWatch on Feb. 24, 2005,
as part of an industry wide review of aircraft-backed debt, remain
on CreditWatch.

"The CreditWatch placement is based on the potential combination
of America West with US Airways Inc. (rated 'D'), the major
operating subsidiary of US Airways Group Inc. (rated 'D'), both
currently operating under Chapter 11 bankruptcy protection," said
Standard & Poor's credit analyst Betsy Snyder.  "The combination
could present significant labor integration and financial
challenges, depending on how any such combination is structured."

Labor issues, which have plagued other airline combinations,
include potential problems associated with combining seniority
lists (which determine employees' wages, promotions, and benefits)
of the airlines, a process that has tended to actually increase
labor costs in previous combinations.  In addition, while America
West has indicated that financing for a potential combination with
any other airline would be external, it will be difficult to
assess the effect on its financial profile until more details are
provided.  Both airlines already have weak financial profiles,
with both reliant on Air Transportation Stabilization Board (ATSB)
guaranteed loans for their funding needs.  However, the
combination of America West, with hubs located at Las Vegas and
Phoenix, and US Airways, which operates primarily along the East
Coast, could result in a more extensive route network and enhanced
revenue opportunities.

The ratings on America West Holdings Corp. reflect its:

    (1) relatively small size within the high-risk airline
        industry,

    (2) a weak balance sheet, and

    (3) limited financial flexibility.

America West Holdings' major subsidiary is America West Airlines
Inc., the eighth-largest airline in the U.S, with hubs located at
Phoenix and Las Vegas.  America West benefits from a low cost
structure, among the lowest in the industry.  However, it competes
at Phoenix and Las Vegas against Southwest Airlines Co., the
largest low-cost, low-fare, operator in the industry and
financially the strongest.  More recently, America West has begun
service on transcontinental routes, where it competes not only
against other low-cost airlines but also with larger network
airlines.  As a result of the extensive competition on its route
structure and its substantial reliance on lower-fare leisure
travelers, its revenue per available seat mile tends to be among
the lowest in the industry.


AMERICA WEST: Chairman Doug Parker Says Merger Is Possible
----------------------------------------------------------
As previously reported, US Airways Group Inc. disclosed its been
having talks with America West Airlines for a possible merger of
the two companies to create a national low-cost airline that can
compete with discount rivals.

America West Airlines chairman Doug Parker said that mergers among
airline companies are inevitable.  However, Mr. Parker didn't
comment on speculations regarding a merger with US Airways, John
Yantis of the East Valley Tribune reports.

"We find it's best not to talk about them until there is something
concrete to talk about," John Yantis quotes Mr. Parker during a
conference call.  "We . . . do believe consolidation in the
airline industry is inevitable.  And we believe America West may
eventually play a role in that consolidation that is positive for
our shareholders and our employees."

Airline analysts aren't very positive about a merger between the
two companies, Mr. Yantis relates.  These mergers, the analysts
say, only looked good on paper but fail in the actual
implementation.

"Up to a point, we believe the idea has merit," UBS airline
analyst Robert N. Ashcroft told Brad Foss of the Associated Press.
He and other analysts said that gaining the necessary support of
shareholders, employees and some deep-pocketed investors could
prove difficult, however.  Analyst estimate the merger would need
a capital infusion of $500 milion due to rising jet fuel prices
and low fares.  Another hurdle, analysts say, would be integrating
the companies' fleets, management and the rank and file employees.

                        About America West

America West Holdings Corporation -- http://www.americawest.com/
-- is an aviation and travel services company.  Wholly owned
subsidiary America West Airlines is the nation's second largest
low-fare carrier, serving 95 destinations in the U.S., Canada,
Mexico and Costa Rica.  The Company posts a $33.6 million net
income for the first quarter of 2005.  As of Mar. 31, 2005,
America West listed $1,580,400,000 in assets and $1,510,270,000
in liabilities.
                             *    *    *

Standard & Poor's Ratings Services assigned its preliminary 'B-'
secured debt rating, and preliminary 'CCC' senior unsecured and
subordinated debt ratings to securities filed under America West
Holdings Corp. and subsidiary America West Airlines Inc.'s $500
million SEC Rule 415 shelf registration.  Existing ratings,
including the 'B-' corporate credit rating on both, are affirmed.


AMERICAN PRODUCTION: AmeriChip Withdraws Proposed Chapter 11 Plan
-----------------------------------------------------------------
The Board of Directors of AmeriChip International Inc.'s
(OTCBB:ACHI) subsidiary, AmeriChip International Holdings, LLC,
withdrew its proposed plan of reorganization in the Chapter 11
case of American Production Machining.  The plan had provided for
the acquisition of the assets of APM.  The plan was withdrawn due
to changes in the Debtor's financial condition.

Headquartered in Plymouth, Michigan, U.S.A., AmeriChip
International Inc., holds a patented technology known as Laser
Assisted Chip Control, the implementation of which results in
efficient chip control management in industrial metal machining
applications.  This technology provides substantial savings in
machining costs of certain automobile parts providing much more
competitive pricing and more aggressive sales approaches within
the industry.

                   Chapter 11 Status Report

American Production Machining, LLC -- http://www.apm-machining.com
-- manufacturers machined parts for General Motors, the Ford Motor
Company, Meritor, Visteon, and American Axle.

Three of APM's creditors -- Quality Steel Products, Inc., RMT
Woodworth, Inc., and Geometric Precision, Inc. -- filed an
involuntary chapter 7 petition against the company on May 15, 2003
(Bankr. E.D. Mich. Case No. 03-53930).

Around that time, APM said its annual sales topped $18 million.
APM consented to entry of an order for relief on May 30, 2003, and
moved to convert the case to a chapter 11 proceeding.

Jay L. Welford, Esq., at Jaffe, Raitt, Heuer & Weiss, represents
the Debtor in its chapter 11 restructuring.  The Fraser, Mich.-
based company is also receiving financial advisory services from
Woodward Capital Advisors and accounting services Timothy G. Weed
at Plante and Moran.  Comerica Bank has provided APM with post-
petition financing and a cash collateral stipulation is in place
through June 1, 2005.

The Debtor filed its Schedules of Assets and Liabilities and
Statement of Financial Affairs on July 1, 2003.  The U.S. Trustee
convened and concluded a meeting of creditors pursuant to Sec. 341
of the Bankruptcy Code on July 7, 2003.

The Honorable Thomas J. Tucker entered an order on July 17, 2003,
extending the deadline imposed by 11 U.S.C. Sec. 365(d)(4) by
which APM must make decisions about whether to assume, assume and
assign, or reject its non-residential real property leases.

Judge Tucker denied APM a further extension of its exclusive
period to file a chapter 11 plan on March 30, 2004, opening the
door to AmeriChip's competing plan.  American Production
Machining, LLC, filed its own Second Amended Combined Plan, and a
Disclosure Statement explaining that Plan, on February 22, 2005.
The Court docket is unclear about what progress has been made in
obtaining approval of that disclosure document, getting the plan
into creditors' hands for a vote, and confirmation of the Debtor's
Plan.

The United States Trustee appointed an Official Committee of
Unsecured Creditors on June 20, 2003.  There's no indication on
the Court docket that the Committee ever hired a professional or
has had any active role in the company's chapter 11 proceeding.


AMPEX CORP: Dec. 31 Balance Sheet Upside-Down by $99.4 Million
--------------------------------------------------------------
Ampex Corporation (OTCBB:AEXCA) filed its 2004 report on Form 10-K
with the Securities and Exchange Commission.  The Company has also
filed its restated Form 10-K/A for 2003 and the Form 10-Q/A for
each of the quarters ending March 31, June 30, and September 30,
2004, to correct the accounting for the pension obligations of a
former subsidiary that was disposed of in 1995.

For the year ended Dec. 31, 2004, the Company reported $46,362,000
of net income on $101,451,000 of total revenue.

At Dec. 31, 2004, Ampex Corporation's balance sheet showed a
$99,429,000 stockholders' deficit, compared to a $147,784,000
deficit at Dec. 31, 2003.

Ampex Corporation -- http://www.ampex.com/-- headquartered in
Redwood City, California, is a leading innovator and licensor of
visual information technology.  During its 60-year history, the
Company has developed substantial proprietary technology relating
to the electronic storage, processing and retrieval of data,
particularly images.  Ampex currently holds approximately 600
patents and patent applications covering digital image processing,
digital image compression and recording technologies.  Through its
wholly-owned subsidiary, Ampex Data Systems Corporation, the
Company incorporates this technology in the design and manufacture
of very high performance data storage products, principally used
in intelligence gathering and defense applications to gather
digital images and other data from aircraft, satellites and
submarines.


AMR CORP.: Industry Review Prompts S&P to Pare Ratings
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on selected
equipment trust certificates (ETCs) and enhanced equipment trust
certificates (EETCs) of AMR Corp. (B-/Stable/B-3) unit American
Airlines Inc. (B-/Stable/--) as part of an industry-wide review of
aircraft-backed debt.  The ratings were removed from CreditWatch
with negative implications, where they were placed on Feb. 24,
2005.

"The rating actions reflect Standard & Poor's concern that
repayment prospects for holders of aircraft-backed debt could
suffer in a potential scenario of multiple, further bankruptcies
of large U.S. airlines weakened by high fuel prices and intense
price competition," said Standard & Poor's credit analyst Philip
Baggaley.  "Downgrades of ETCs and EETCs were focused on debt
instruments that would be hurt in such a scenario, particularly
debt backed by aircraft that are concentrated heavily with large
U.S. airlines and junior classes that would be at greater risk in
negotiated restructurings or sale of repossessed collateral," the
credit analyst continued.

In the case of American Airlines, ratings were lowered on EETCs
backed at least partly by B757 or MD83 aircraft, and/or junior
EETCs.  About half of all B757s and MD80 series aircraft are
operated by the six U.S. "legacy carriers," each of which is rated
'B' or lower. Although values of most aircraft models are
currently strengthening, that progress could be reversed for
certain models if several more large U.S. airlines were to enter
bankruptcy.  Standard & Poor's also considered in its review
potential adverse effects of an ongoing legal dispute over the
rights of certain creditors to repossess aircraft from bankrupt
United Air Lines Inc.

If a current temporary restraining order blocking repossession is
not overturned, the precedent could be used to pressure creditors
into less favorable negotiated restructurings in future airline
bankruptcies.  The downgrades of American debt were not related
directly to the first-quarter results announced by AMR April 20,
though some trends affecting those results, such as high fuel
prices and price competition, are concerns that were factored into
Standard & Poor's review of aircraft-backed debt.

The 'B-' corporate credit ratings on AMR Corp. and American
Airlines Inc. reflect:

    (1) a weak financial profile following several years of huge
        losses,

    (2) a heavy debt and pension burden, and

    (3) participation in the competitive, cyclical, and capital-
        intensive airline industry.

Adequate liquidity, with $3.0 billion of unrestricted cash at
March 31, 2005, is a modest positive.  AMR's American Airlines
Inc. subsidiary is the world's largest airline, measured by
traffic, with solid market shares in the U.S. domestic, trans-
Atlantic, and Latin American markets, but a minimal presence in
the Pacific.

AMR is expected to post another substantial loss in 2005, but
positive operating cash flow, refinancing of the bank credit
facility, and a healthy cash balance limit near-term liquidity
concerns.  Ratings on AMR and American are one notch lower than
those of the most comparable large U.S. hub-and-spoke airlines,
Continental Airlines Inc. and Northwest Airlines Corp. (both
B/Negative/B-3), and have more room to accommodate disappointing
results.  A further deterioration in airline industry conditions,
most likely due to high fuel prices, intensified price
competition, or terrorist attacks affecting aviation, could prompt
a revision of the outlook to negative.  A positive outlook
revision is considered less likely in the near term, given the
difficult industry environment.


APPLICA INC.: Likely First Quarter Loss Cues S&P to Watch Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit and 'CCC' subordinated debt ratings on small appliance
manufacturer Applica Inc. on CreditWatch with negative
implications.

At Dec. 31, 2004, Applica had about $150 million in total debt
outstanding.

"The CreditWatch listing reflects adverse operating trends,
including Applica's recent announcement that it anticipates a
first quarter loss of $22-$23 million.  The loss results from a
write-down of inventory, higher product warranty returns, and
losses in the company's Mexican operations," said Standard &
Poor's credit analyst Martin Kounitz.  Participants in the small
appliance industry face increased raw material costs, which have
lowered margins, with intensified pressure from retailers to
develop new products, or face the loss of shelf space.

Miramar, Florida-based Applica manufacturers and markets small
appliances under the Black & Decker and other trademarks,
including irons, coffee makers, jar openers and other products.

Before resolving the CreditWatch listing, Standard & Poor's will
meet with management to discuss its business and financial plans
for improving Applica's operating performance in this challenging
environment.


ATA AIRLINES: Court Approves Settlement Pact with ATSB Lenders
--------------------------------------------------------------
James M. Carr, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that ATA Airlines, Inc. and its debtor-
affiliates, obtained a $168,000,000 term loan under a loan
agreement, dated as of November 20, 2002, consisting of:

   Loan Designation     Amount       Lenders
   ----------------     ------       -------
   Tranche A Loan    $148,500,000    Govco Incorporated
                                     Citibank, N.A.

   Tranche B Loan      19,500,000    Citibank, N.A.
                                     Investments XII, Inc.
                                     Int'l Lease Finance Corp.

Citibank serves as the agent for the Lenders and as the collateral
agent under the ATSB Loan.  Citicorp North America, Inc., serves
as administrative agent to Govco.  BearingPoint, Inc., serves as
the loan administrator to the ATSB Loan.

The Air Transportation and Stabilization Board guaranteed the
Tranche A Loan, as authorized by the Air Transportation Safety and
System Stabilization Act, pursuant to a November 20, 2002
Guarantee Agreement.  ATA Holdings Corp. and its subsidiaries
guaranteed the repayment of the ATSB Loan to the ATSB Lender
Parties.

The ATSB Loan is also collateralized in certain prepetition
collateral of ATA Airlines pursuant to a Mortgage and Security
Agreement dated November 20, 2002.

As of the Petition Date, the Debtors owed $140,564,060 under the
ATSB Loan, including accrued but unpaid interest:

                        Outstanding          Accrued
   Loan              Principal Amount    Unpaid Interest
   ----              ----------------    ---------------
   Tranche A           $123,661,607          $450,029
   Tranche B             16,238,393           214,031

In 2004, the ATSB Lenders and the Debtors negotiated an agreement,
which provides for:

   (i) the Debtors' continued use of the ATSB Lender Parties'
       cash collateral and use;

  (ii) sale and lease of the other Prepetition Collateral on an
       interim basis in the Chapter 11 cases;

(iii) adequate protection of the ATSB Lender Parties; and

  (iv) memorialization of certain agreements and stipulations
       regarding:

       -- the outstanding amount of the ATSB Loan;

       -- the amount and type of the Prepetition Collateral; and

       -- the validity, priority and enforceability of the
          Prepetition Liens in the Prepetition Collateral held by
          the Collateral Agent for the ratable benefit of the
          ATSB Lenders.

The United States Bankruptcy Court for the Southern District of
Indiana approved the parties' agreement on December 10, 2004, as
amended and supplemented.

On December 6, 2004, the Tranche A Lenders made a demand on the
ATSB for payment under the ATSB Guarantee Agreement.  On
February 4, 2005, the ATSB paid the Tranche A Lenders and was
subrogated to the position of the Tranche A Lenders.

The Official Committee of Unsecured Creditors appointed in ATA's
Chapter 11 cases disputes the valuation of the Prepetition
Collateral as of the Petition Date.  The Committee investigated
the validity, enforceability and perfection of the Prepetition
Liens in the Prepetition Collateral and the value of the
Prepetition Collateral as of the Petition Date.

The Debtors, the Committee and the ATSB Lenders engaged in good
faith settlement negotiations to resolve the issues between them
with regard to the validity, enforceability and perfection of the
Prepetition Liens and the value of the Prepetition Collateral as
of the Petition Date without prolonged, protracted and expensive
litigation.  Consequently, the parties stipulate and agree that,
as of the Petition Date, the Prepetition Collateral had a value of
$110,000,000.

The salient terms of the parties' Settlement Agreement, dated as
of March 15, 2005, are:

(A) Validity and Priority of Prepetition Liens

    As of the Petition Date, Citibank, as the Collateral Agent,
    held perfected, valid, binding, enforceable and unavoidable
    first priority liens and security interests in the
    Prepetition Collateral for the ratable benefit of the ATSB
    Lenders, which are not subject to challenge on any legal or
    equitable ground.

(B) Secured Claim

    The ATSB Lenders will have an allowed, secured claim for
    $110,000,000 against the Debtors with respect to the ATSB
    Loan Obligations.  The Secured Claim is not subject to
    counterclaim, offset, avoidance, subordination or
    disallowance by any Party for any reason whatsoever.

    The Plan for the Debtors will provide for the then-
    outstanding amount of the Secured Claim, to be satisfied by a
    secured note issued by the Debtors.

(C) Superpriority Claims

    Subject and subordinate only to the Carve-Out defined in the
    Cash Collateral Order and any DIP financing, acceptable in
    form and substance to the ATSB Lenders, the ATSB Lenders will
    have an allowed, superpriority administrative expense claim,
    pursuant to Section 507(b) of the Bankruptcy Code, with
    priority over all other administrative expense claims against
    ATA Airlines.

    The Superpriority Claim will be equal to the aggregate
    diminution as of the Petition Date of the Secured Claim in
    the amount of the diminution of the ATSB Lender Parties'
    interests in the Prepetition Collateral from the use, sale or
    lease of the collateral and the imposition of the automatic
    stay pursuant to Section 362.

(D) General Unsecured Claims

    The ATSB Lenders will have an allowed, general unsecured
    claim against ATA Airlines in respect of the remaining
    outstanding portion of the ATSB Loan Obligations for
    $30,564,060, plus the aggregate amount due to the ATSB
    Lenders under the applicable Loan Documents in respect of the
    ATSB Lenders' legal fees and expenses.

    The ATSB Lenders will also have an allowed, general unsecured
    claim against:

       * ATA Holdings with respect to the ATA Holdings' Guarantee
         of the ATSB Loan Obligations equal to the sum of the
         Secured Claim and the ATA Airlines Unsecured Claim; and

       * ATA Holdings' Subsidiaries with respect to the
         Subsidiary's Guarantee of the ATSB Loan Obligations
         equal to the sum of the Secured Claim and the ATA
         Airlines Unsecured Claim.

    The Guarantor Unsecured Claims are subject to challenge by
    the Debtors or the Creditors Committee pursuant to Sections
    544 and 548, within 90 days upon approval of the Settlement
    Agreement.

    The Unsecured Claims will be afforded the same treatment
    under the Plan as is afforded to all other allowed, general
    unsecured claims, other than "convenience class claims"
    under the Plan.

(E) Adequate Protection Payments

    On the first business day of each quarter, beginning with the
    2nd quarter of 2005, ATA Airlines will pay $2,300,000 to
    Citibank, for the ATSB Lenders' benefit, as partial adequate
    protection of the ATSB Lenders' interests in the Prepetition
    Collateral.

    Pursuant to Section 9(m) of the Cash Collateral Order, ATA
    Airlines will pay $4,500,000 to Citibank, for the ATSB
    Lenders' benefit, on or before the earlier of:

       (i) December 31, 2005; and

      (ii) the effective date of a Plan in ATA Airlines'
           Chapter 11 Case.

    The ATA Holdings Unsecured Claim and each of the Guarantor
    Unsecured Claims will be reduced with the amounts accrued in
    the Quarterly and the Section 9(m) Payments.

(F) Use of Cash Collateral

    The ATSB Lenders consent to the extension of the period
    during which the Debtors may use, sell and lease the Cash
    Collateral, provided, that the ATSB Lenders and the Debtors
    agree to acceptable financial covenant levels for a "minimum
    cash balance" of Available Cash and certain other mutually
    agreeable metrics.

(G) Use of Other Prepetition Collateral

    Pursuant to Section 1110(a), the Debtors may use, sell and
    lease the Appraised Collateral so long as they timely make
    each and every required payment to Citibank, as Agent.  The
    Debtors may also use, sell and lease the Pledged Equipment
    for so long as they timely make each and every required
    payment to Citibank, as Agent.

(H) Asset Sales

    In connection with any sale, transfer or other disposition of
    property outside the ordinary course of the Debtors' various
    businesses, the Debtors will remit to Citibank, for the ATSB
    Lenders' benefit, within three business days of the Debtors'
    receipt thereof:

       (i) 100% of the Net Cash Proceeds of the Prepetition
           Collateral transferred in connection with the Asset
           Sale; and

      (ii) 100% of the Net Cash Proceeds of the "Replacement
           Collateral" transferred in connection with the Asset
           Sale, if the ATSB Lenders have a demonstrable
           diminution claim, up to the value of the ATSB Lenders'
           Replacement Lien in the Replacement Collateral.

    The ATSB Lenders' Secured Claim, the ATA Holdings Unsecured
    Claim and each of the Guarantor Unsecured Claims will each be
    reduced by the amount of the remitted funds.

The Debtors and the Committee release the ATSB Lender Parties from
any claims or causes of action related to the Loan Documents.  The
Debtors and the Committee, however, do not waive, release or
discharge the ATSB Lender Parties from (x) any of their
obligations under the Settlement Agreement or (y) the Debtors'
ability to challenge the Guarantor Unsecured Claims under Sections
544 and 548.

At the Debtors' behest, Judge Lorch approves the Settlement
Agreement.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATHEROGENICS INC: Equity Deficit Widens to $53,911,689 at Mar. 31
-----------------------------------------------------------------
AtheroGenics, Inc., (Nasdaq: AGIX) reported financial results for
the first quarter ended March 31, 2005.

Research and development expenses for the first quarter of 2005
were $16.2 million, compared to $14.0 million for the prior year
period.  The increase in research and development spending was due
to expenditures associated with the Company's lead compound AGI-
1067, principally for the ongoing ARISE Phase III clinical trial,
partially offset by reduced spending in other programs, including
the discontinued AGIX-4207 program in rheumatoid arthritis.

General and administrative expenses totaled $1.8 million in the
first quarter of 2005, compared to $1.7 million for the prior year
period reflecting higher compensation and other inflationary
increases.

AtheroGenics recorded interest expense of $2.1 million during the
quarter, compared to interest expense of $1.3 million for the
prior year period.  The higher interest in 2005 relates to the
$200 million principal amount of 1.5% convertible notes due 2012
issued by the Company in January 2005.

AtheroGenics' net loss for the first quarter of 2005 was
$18.6 million compared to $16.6 million for the same period in
2004.

At March 31, 2005, cash, cash equivalents and short-term
investments totaled $241.7 million.

"During this quarter we raised additional capital to ensure that
we can continue to execute on all aspects of our AGI-1067 program,
including the ARISE Phase III trial and pre-commercialization
activities," stated Russell M. Medford, M.D., Ph.D., President and
Chief Executive Officer of AtheroGenics.

"In addition, we also received approval from the FDA to amend our
ARISE protocol that enabled us to accelerate the pace of this
pivotal Phase III trial."

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 March 31, 2005, AtheroGenics' stockholders' deficit
widened to $53,911,689 compared to a $35,942,382 deficit at
December 31, 2004.


AUSTIN BOULEVARD: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Austin Boulevard Property Corporation
        4160 Austin Boulevard
        Island Park, New York 11558

Bankruptcy Case No.: 05-82719

Type of Business: Real Estate

Chapter 11 Petition Date: April 22, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Marc A. Pergament, Esq.
                  Weinberg Gross & Pergament LLP
                  400 Garden City Plaza
                  Garden City, New York 11530
                  Tel: (516) 877-2424

Total Assets: $1,350,000

Total Debts:  $1,741,804

Debtor's Largest Unsecured Creditor:

   Entity                                 Claim Amount
   ------                                 ------------
   LIPA                                        $10,670
   P.O. Box 9038
   Melville, NY 11747-9083


BEARINGPOINT INC.: Disclosures Prompt S&P to Cut Rating to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on McLean,
Virginia-based BearingPoint Inc., including its corporate credit
rating to 'B-' from 'BB'.

In addition, all ratings remain on CreditWatch with negative
implications reflecting concerns regarding near-term liquidity,
financial reporting problems, and the financial impact of
announced restructuring actions.

The rating actions follow BearingPoint's Form 8-K filing in which
it stated that:

    (1) Cash balances of about $200 million as of March 31 were
        not adequate to meet "expected near-term cash needs".  The
        company said it is planning a $250 million debt offering
        that will be used to replace its existing line of credit
        and for general corporate purposes but cautioned that it
        could still run out of money to run the business.  Its
        fiscal 2004 financial report may include a going-concern
        paragraph from its auditor;

    (2) BearingPoint expects losses for the three months ended
        March 31 and for the full year 2005, and does not expect
        to generate cash from operations during 2005;

    (3) Material weaknesses exist in its internal controls;

    (4) Uncertainty as to when it will submit its audited
        financial results for 2004.  The company also anticipates
        missing filing deadlines for its quarterly reports for
        each of the first three quarters of 2005; and

    (5) An informal SEC investigation related to the company's
        accounting practices and internal control procedures.

Standard & Poor's expects that the $250 million private debt
placement (or some other financial alternative) will be completed
over the next week or the rating may be lowered further because
the company's liquidity position may be insufficient to fund
operations over time.

We will meet with management to review near-term liquidity
requirements and any plans to further bolster liquidity, cash flow
and profitability expectations, the impact of restructuring
actions, and will continue to monitor the progress being made with
internal controls, the filing of audited financial results, and
the SEC investigation.


BEARINGPOINT INC: Moody's Slices Senior Implied Rating to B1
------------------------------------------------------------
Moody's Investors Service lowered the ratings for BearingPoint,
Inc. (senior implied to B1).  The ratings remain under review for
further possible downgrade.

The rating action follows the company's announcement that it will
be unable to meet the April 29, 2005 extended filing requirements
for its 2004 Form 10-K.  As a result, the company will be unable
to access its interim credit facility, which it plans to terminate
following completion of the recently announced $250 million new
convertible debentures offering.

The rating action reflects very weak financial performance,
significant funding requirements and limited financial
flexibility.  The ratings remain under review for further possible
downgrade, pending completion of the offering, resolution of the
company's interim credit facility and the ultimate filing of its
2004 10-K and interim quarterly reports for 2005.  The review will
also consider the potential negative implications for its
franchise in light of these uncertainities.

The delay in filing the company's 2004 Form 10-K is related to
material weaknesses in its internal control and financial
reporting, restatements of prior period reported results and
impairment of goodwill for its European, Middle East and Africa
business segment.  In addition, the company indicated that its
auditor may issue a report that cites a "going concern" opinion,
if the auditor concludes that the company would require additional
financing to support its operations at current levels through the
end of 2005.  Completion of the proposed financing could help
address that specific concern.

The company is seeking funding that would enable it to terminate
its interim credit facility prior to an event of default on
April 29, 2005.  Should the company not achieve adequate funding,
it could seek waivers and maturity extensions from the lenders
under the facility.  Based on its current projections, the company
does not expect to generate positive cash flow from operations in
2005, and expects to require $250 to $400 million of additional
funding for the remainder of 2005.

Ratings downgraded include:

   * Senior Implied Rating to B1 from Ba2

   * Interim senior secured credit facility maturing May 2005 to
     Ba3 from Ba1

   * Senior unsecured Issuer Rating to B2 from Ba3

   * Series A and Series B convertible subordinated debentures to
     B3 from B1

BearingPoint, Inc., headquartered in McLean, Virginia, is a global
business consulting, systems integration and managed services
firms serving government and commercial clients with estimated
revenue of $3.2 billion in 2003.


BETHLEHEM STEEL: Liquidating Trust Wants BSI Contract Terminated
----------------------------------------------------------------
On December 10, 2001, the Court approved a contract between
Bankruptcy Services LLC and Bethlehem Steel Corporation and its
debtor-affiliates, under which BSI agreed to act as the Debtors'
Official Claims Agent to provide computerized bankruptcy support
services and bankruptcy administrative services.  BSI maintained
and recorded the proofs of claim filed in the Debtors' Chapter 11
cases.

John W. Kibler, Esq., at King & Spalding LLP, in New York, relates
that BSI was retained to expedite the processing of claims and
relieve the Office of the Bankruptcy Court Clerk of the
administrative burden that would otherwise be imposed by the size
and complexity of the Debtors' case.

However, the Court no longer requires the services of the Claims
Agent.  Nearly all claims filed in the case have been resolved.
Hence, there is no further need to expend additional sums on BSI's
services.

Accordingly, The Bethlehem Steel Corporation Liquidating Trust
seeks the Court's authority to terminate the BSI Contract.

The Liquidating Trust also asks the Court to direct BSI to prepare
final claims registers for the Clerk's Office pursuant to the
Guidelines for Implementation of 28 U.S.C. Section 156(c), and box
and transport the claims to the Federal Archives, at the direction
of the Clerk's Office pursuant to the Guidelines.  These services
will charge to the Debtors' estate.

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- was the second-
largest integrated steelmaker in the United States, manufacturing
and selling a wide variety of steel mill products including hot-
rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, rail, specialty blooms, carbon and alloy bars
and large diameter pipe.  The Company filed for chapter 11
protection on October 15, 2001 (Bankr. S.D.N.Y. Case No. 01-
15288).  Jeffrey L. Tanenbaum, Esq., and George A. Davis, Esq., at
WEIL, GOTSHAL & MANGES LLP, represent the Debtors in their
restructuring, the centerpiece of which was a sale of
substantially all of the steelmaker's assets to International
Steel Group.  When the Debtors filed for protection from their
creditors, they listed $4,266,200,000 in total assets and
$4,420,000,000 in liabilities.  Bethlehem obtained confirmation of
a chapter 11 plan on October 22, 2003, which took effect on Dec.
31, 2003. (Bethlehem Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CALL-NET: Likely Modest Cash Flow Prompts Moody's to Up Ratings
---------------------------------------------------------------
Moody's has upgraded Call-Net Enterprises Inc.'s Senior Implied
rating to B3 from Caa2, upgraded its Senior Secured rating to B3
from Caa3 and upgraded its Issuer rating to Caa1 from Ca.  The
outlook is stable.

Debt affected by this action:

   * 10.625% Senior Secured Notes, (upgraded to B3 from Caa3)
     US$223 million

The ratings upgrade largely reflects Moody's expectation that the
Canadian Radio-television and Telecommunications Commission's
February 2005 regulatory decision, which lowered competitive
digital network access fees paid by Call-Net to the incumbents,
will enable Call-Net to generate modest free cash flow through
2005.  This has reduced the probability of default and given
Moody's greater confidence that the company will not need to seek
additional debt capital to sustain its business plan.  To a lesser
extent, the upgrade reflects the meaningful reduction in debt
levels since the company exited from a debt restructuring in
April 2002, which has occurred entirely from non-operating means.

In addition to the above factors, the ratings are supported by
Call-Net's success at transitioning its business model towards a
local access strategy over the past few years while curtailing
cash use and maintaining sufficient liquidity.  The stable
outlook reflects Moody's expectation that Call-Net will remain
self-sufficient financially over the next 12 to 18 months.

The Senior Secured rating has been notched up to the same level as
the benchmark Senior Implied rating, as Moody's no longer expects
Call-Net will incur additional prior-ranking debt beyond the
C$55 million in funding already obtained under its accounts
receivable securitization facility.  While the terms of the Notes
Indenture permit up to a total of US$300 million of prior-ranking
debt via securitized assets, vendor financing or capital leases,
Moody's does not expect Call-Net to require further funding, it
has no further significant receivables to pledge, and vendor
financing activity in general has been greatly curtailed.

The ratings may be further upgraded if Moody's believed Call-Net
was able to generate sustainable Free Cash Flow (cash flow from
operations less capital expenditures and dividends) to Total Debt
of 10%, likely due to better than expected results from its local
phone service or success in up-selling services to the business
customers in eastern Canada acquired last fall ("360 Networks
Acquisition").  Alternatively, the ratings may be moved back down
if Call-Net's available liquidity were to deteriorate below
C$25 million or its operations were again to consume cash, likely
due to greater than expected erosion in long distance revenues or
a failure to grow local access revenues in the face of increased
competition from cable companies.

Since April 2002, the company has benefited from favorable FX
movements on its unhedged US dollar debt and re-purchased a
portion of its Notes at a discount, the result of which has been a
reduction of gross debt by over 40%.  This reduction, combined
with an increase in enterprise value due to an expected
improvement in results, has provided Moody's with greater
confidence that senior debt obligations would likely be fully
covered by asset values, including available Net Operating Losses.

Moody's expects Call-Net will generate modest free cash flow over
the next year as the company benefits from the favorable CDNA
regulatory ruling, which will save Call-Net approximately
C$25 million per annum and, to a lesser extent, the 360 Networks
Acquisition.  Moody's, however, expects these positive forces will
be partially offset by higher operating costs associated with the
company's DSL product launch and continuing shift of revenue mix
away from higher margin long distance revenues.  Moody's expects
long distance revenues, which account for approximately 50% of the
company's total revenues, will continue to decline at an
accelerated pace in 2005 following aggressive pricing action by
the largest incumbent in mid 2004, industry consolidation, and
continuing oversupply in the wholesale segment.

Pro-Forma for the 360 Networks Acquisition, Call-Net's Business
segment provides roughly 45% of total revenues and a similar level
of the company's contribution margin.  Moody's believes this
segment has performed relatively well over the past year despite
challenging industry conditions as the incumbents aggressively
seek to transition their larger customers to IP based solutions
and market value-added services to the small and medium sized
enterprises -- SME.  Call-Net's focus on Multi-National
Corporations -- MNC's, which it co-markets with Sprint
Corporation, and up-selling opportunities associated with the
360 Networks Acquisition, are expected to contribute to the
stability of results in 2005.

Despite the ratings upgrade, Moody's remains concerned that
Call-Net's price-based resale phone service is a weak customer
value proposition (particularly in the residential segment)
compared to the incumbent carriers, which have greater marketing
power and broader product bundles.  While local access contributes
just 25% to total revenues currently, it is the strategic focus of
the company.  Although the company has exceeded Moody's
expectations with this service to date, attracting over
300 thousand residential and 100 thousand business (ex-
acquisition) access lines, Moody's nonetheless remains concerned
that the company's competitive position will erode once cable
operators begin to fully market their digital phone service later
this year.  Call-Net has added a wireless resale product to its
bundle and plans to launch a DSL product in the third quarter of
2005 to strengthen the attractiveness of its offering.

Call-Net's liquidity consists entirely of its C$74 million cash
position, as it has no bank facility and as it has fully utilized
its C$55 million five-year committed AR securitization facility,
which matures in 2008.  The company has debt retirement
obligations totaling C$27 million through 2006.

Call-Net Enterprises is a local, data and long distance
alternative telecommunications company based in Toronto, Ontario.


CALPINE CORP: Company Says Bankruptcy Rumors are False
------------------------------------------------------
Calpine Corporation (NYSE: CPN) issued a statement Friday to
respond, the company said, to "trading pressure on the company's
equity and bonds as a result of Friday's false market rumors."
The statement says:

"While it is not Calpine's policy to respond to market rumors, we
feel compelled to comment today to assure the marketplace that
these rumors are false.  Calpine remains in compliance with its
corporate and project indentures.  Further, the company assures
the market that it has no plans to file for bankruptcy."

"The company continues to move forward on its 2005 financial
program focused on reducing corporate debt, enhancing liquidity,
and strengthening its long-term contract portfolio."

A major power company, Calpine Corporation supplies customers and
communities with electricity from clean, efficient, natural gas-
fired and geothermal power plants. 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.

Calpine's balance sheet dated Dec. 31, 2004, showed $27 billion in
assets and $22 billion in liabilities.  Calpine reported a $287
million net loss in 2004.  Calpine's liquidity tightened at the
end of 2004, with its balance sheet showing $3.5 billion in
current assets available to pay $3.3 billion of current
liabilities coming due this year.  Trading in Calpine shares
closed at $2.19 Friday afternoon, placing a $1.17 billion market
cap on the California-based power producer.  Nearly 40 million
shares in Calpine traded hands Friday; Calpine stock dipped below
$2 per share some days in Oct. 2002.  Calpine Calpine has a $250
million issue of 8-1/4% Senior Notes coming due on August 15,
2005.  Another $503 million comes due in 2006, and $928 million
comes due in 2007.  Calpine's 8-3/4% Senior Notes due July 15,
2007, traded around 67 late Friday.


CANFIBRE OF RIVERSIDE: Files Plan & Disclosure Statement
--------------------------------------------------------
Canfibre of Riverside, Inc., delivered its Disclosure Statement
explaining its Chapter 11 Plan of Liquidation to the U.S.
Bankruptcy Court for the District of Delaware on April 18, 2005.

The Plan provides for the liquidation of the Debtor's remaining
assets for distribution to creditors.  A Liquidation Trust will be
established to:

     a) prosecute causes of action;

     b) prosecute and settle objections to claims and
        interests; and

     c) make distributions to holders of allowed claims in
        accordance with the terms of the Plan.

The Plan appoints Chad Shandler at Traxi, LLC, as the Liquidation
Trustee.  He can be reached at:

     Chad Shandler
     Traxi, LLC
     212 West 35th Street, 4th Floor
     New York, NY 10001
     Telephone (212) 465-0770
     Fax (212) 465-1919

On the Effective Date, the plan proposes to pay, in full, in cash:

     * administrative claims;
     * fee claims;
     * priority tax claims;
     * priority claims; and
     * secured claims.

General unsecured creditors will receive pro rata shares of any
cash distributions from the Liquidation Trust.  The Disclosure
Statement does not attempt to quantify the value of those shares,
nor do the Debtors indicate what creditors could expect to receive
if the estate were liquidated under chapter 7 of the Bankruptcy
Code.

Subject to a $300 cap, holders of Convenience Claims will 30% of
their claims in cash.

Equity interests will be cancelled on the Effective Date.

                        About Canfibre

Canfibre of Riverside, Inc., a Delaware corporation, developed,
constructed, owned and operated a waste wood recycling facility in
Riverside County, California.  The Facility produced medium
density fiberboard -- MDF -- using a proprietary steam injection
process.  Riverside's facility was unique due to its ability to
use recyclable dry fiber waste materials normally destined for
landfills, such as clean mill residue, construction and demolition
wood, packaging woods and waste panel board, without the use of
environmentally damaging urea formaldehyde resin.

Canfibre tumbled into chapter 11 on October 24, 2000, after it
failed to obtain working capital to operate its commercial scale
MDF plant using steam injection presses.

Howard Seife, Esq., Joseph H. Smolinsky, Esq., N. Theodore Zink,
Jr., Esq., at Chadbourne & Parke LLP, and James L. Patton, Jr.,
Esq., Brendan Linehan Shannon, Esq., Michael R. Nestor, Esq., and
Matthew B Lunn, Esq., at Young, Conaway, Stargatt & Taylor
represent Canfibre.  John H. Knight, Esq., at Richards, Layton &
Finger, P.A., represents the Official Committee of Unsecured
Creditors.  When the Company filed for protection from its
creditors, it listed estimated assets and debts of more than $100
million each.


CATHOLIC CHURCH: St. George's Has Until May 6 to File BIA Proposal
------------------------------------------------------------------
The Roman Catholic Episcopal Corporation of St. George's Diocese
today requested and received a further extension of time to file a
proposal under the Notice of Intention filed on March 8, 2005
pursuant to the Bankruptcy and Insolvency Act.  The BIA Notice
stayed civil actions against the Corporation including those
launched since 1991 on behalf of victims of sexual abuse.  The
Corporation now has until May 6, 2005 to file its proposal to
creditors.

Since March 8 the Corporation has been assessing the value of its
assets to determine its financial capacity to make a just and fair
proposal to its creditors and has been actively negotiating with
representatives of the victims of sexual abuse.

"Our discussions so far have been positive," said the Most Rev.
Douglas Crosby, Bishop of St. George's Diocese. "I am hopeful that
with this additional time we will be able to prepare a viable and
acceptable proposal.  We have a legal, moral and pastoral
obligation to see this through to the end."

The Diocese of St. George's -- http://www.rcchurch.com/--
is located in Western Newfoundland.  Established in 1904, it
serves a Catholic population of 32,060 found in 20 parishes under
the pastoral care of 18 priests.  St. George's is one of four
Catholic dioceses in the province.  The Diocesan Center is located
in Corner Brook.


CCC INFORMATION: March 31 Balance Sheet Upside-Down by $113 Mil.
----------------------------------------------------------------
CCC Information Services Group Inc. (Nasdaq: CCCG) reported net
income of $5.4 million for the first quarter ending March 31,
2005, compared to net income $6.2 million for the same quarter in
2004.

Revenue for the first quarter was $49.7 million, compared to
$49.6 million for the same quarter in 2004. Operating income was
$11.2 million for the quarter, including $0.7 million for non-cash
stock compensation expense, compared to operating income of $10.0
million for the first quarter in 2004. The company did not incur
non-cash stock compensation expense during the first quarter of
2004. Operating margin was 22.4 percent, compared to 20.2 percent
for the same quarter in 2004. Net income of $5.4 million compares
to $6.2 million for the same quarter in 2004. Net income and
earnings per share for 2005 reflect the impact of the company's
September 2004 self-tender transaction.

"We're on track for 2005," said Githesh Ramamurthy, Chairman and
Chief Executive Officer. "Our new customer implementations are
going as planned, the base business is solid and we continue to
realize the cost savings we promised last year. We expect to see
revenue start to ramp late in the second quarter continuing
through the balance of the year."

            First Quarter Revenue and Expense Highlights

Key drivers for revenue performance for the first quarter,
compared to the same quarter in 2004, were:

   -- The CCC Pathways(R) portfolio was up slightly year over year
      due to CCC Pathways unit growth and sales of Recycled Parts
      Service to insurance companies. Toward the end of the second
      quarter the company expects to begin seeing the favorable
      impact of several new customers that have been in the
      process of converting to CCC since the beginning of the
      year.

   -- CCC Valuescope(R) portfolio revenue increased primarily due
      to the growth from new customers that were added during
      2004.

   -- Workflow benefited from sales of CCC Autoverse(TM) to new
      customers and further rollouts at existing customers.

   -- Other revenue was down due to the completion of the planned
      phase out of the CARS(R) service, as well as a decrease in
      certain project-related revenue.

Key operating expense highlights for the first quarter, compared
to the same quarter in 2004, are:

   -- Commissions, royalties and licenses expenses increased due
      to new data license fees to support the Valuescope product.

   -- Selling, general, and administrative expenses were favorable
      versus prior year as a result of the organization
      realignment that took place in mid-2004 as well as the
      absence of certain non-recurring expenses incurred last
      year, including improvements made to the main office in
      Chicago.  Offsetting a portion of these favorable variances
      were costs related to Sarbanes-Oxley requirements, non-cash
      stock compensation expense, and our annual customer
      conference, which in 2004 was held during the second
      quarter.

   -- Product development and programming expenses reflect the
      favorable impact from the 2004 organization realignment.

                       Guidance Update

The company issued the following guidance for the second quarter
and full year 2005:

   -- Diluted earnings per share for the second quarter is
      expected to be in the $0.31 to $0.33 per share range. For
      the full year, the company has tightened the range and now
      expects diluted earnings per share to be in the $1.30 to
      $1.35 per share range from prior guidance of $1.25 to $1.35.
      The company is using a diluted share base of 17.5 million
      shares for both the second quarter and full year. As
      mentioned during the year-end earnings call, the company is
      evaluating the impact of FAS 123R. However, based on the
      announcement by the SEC last week delaying the
      implementation of FAS 123R, the company is considering
      delaying its implementation until 2006.

   -- Revenue growth for the second quarter is expected to be in
      the low single digits and for the full year revenue is
      expected to grow in the low-to-mid single digit range. This
      is unchanged from previous guidance. The company expects
      revenue growth to accelerate in the second half as new
      customer implementations are completed by the end of the
      second quarter.

   -- Operating income for the second quarter is expected to be in
      the $11 to $12 million range. The guidance for full year
      operating income is $47 to $49 million. Both the second
      quarter and full year guidance includes the impact of the
      non-cash stock compensation expense.

At Mar. 31, 2005, CCC Information's balance sheet showed a
$113,374,000 stockholders' deficit, compared to a $121,875,000
deficit at Dec. 31, 2004.

                        About the Company

CCC Information Services Group Inc. (NASDAQ: CCCG), headquartered
in Chicago, is a leading supplier of advanced software,
communications systems, and Internet and wireless-enabled
technology solutions to the automotive claims and collision repair
industries.  Its technology-based products and services optimize
efficiency throughout the entire claims management supply chain
and facilitate communication among approximately 21,000 collision
repair facilities, 350 insurance companies and a range of industry
participants.  For more information about CCC Information
Services, visit CCC's Web site at http://www.cccis.com/


CELESTICA INC: Incurs $11.6 Million Net Loss in 2005 First Quarter
------------------------------------------------------------------
Celestica Inc. (NYSE: CLS, TSX: CLS/SV) disclosed its financial
results for the first quarter ended March 31, 2005.

Revenue was $2,151 million, up 7% from $2,017 million in the first
quarter of 2004.  Net loss on a GAAP basis for the first quarter
was ($11.6) million or ($0.05) per share, compared to a GAAP net
loss for the first quarter of 2004 of ($12.1) million or ($0.06)
per share.  Included in these results is $31.9 million in charges
associated with the company's previously announced restructuring
activities.

Adjusted net earnings for the quarter were $33.4 million or $0.15
per share compared to $4.5 million or $0.02 per share for the same
period last year.  Adjusted net earnings is defined as net
earnings before amortization of intangible assets, gains or losses
on the repurchase of shares and debt, integration costs related to
acquisitions, option expense and other charges, net of tax.

These results compare with the company's guidance for the first
quarter, announced on January 27, 2005, of revenue of $2.0 -
$2.225 billion and adjusted net earnings per share of $0.10 to
$0.18.

"Results for the quarter were as expected and continue to
demonstrate the steady progress being made at Celestica," said
Steve Delaney, CEO, Celestica.  "Our employees continue to execute
well and are driving efficiency in all areas of the operations.
For the remainder of the year, our focus will be to further
improve our financial returns, complete our restructuring
initiatives, and grow our revenue base through additional
penetration of diversified end markets, expansion of our services
offering and superior execution for our customers."

                              Outlook

For the second quarter ending June 30, 2005, the company
anticipates revenue to be in the range of $2.1 billion to
$2.35 billion, and adjusted earnings per share ranging from $0.13
to $0.21.

Celestica, Inc. -- http://www.celestica.com/-- is a world leader
in the delivery of innovative electronics manufacturing services
-- EMS.  Celestica operates a highly sophisticated global
manufacturing network with operations in Asia, Europe and the
Americas, providing a broad range of integrated services and
solutions to leading OEMs (original equipment manufacturers).
Celestica's expertise in quality, technology and supply chain
management, enables the company to provide competitive advantage
to its customers by improving time-to-market, scalability and
manufacturing efficiency.

As reported in the Troubled Company Reporter on Feb. 8, 2005,
Moody's Investors Service has lowered the credit ratings of
Celestica Inc., concluding the review that was initiated on
December 10, 2004.  Specifically, the senior implied rating was
lowered to Ba3 from Ba2, the senior unsecured issuer rating was
lowered to B1 from Ba3 and the subordinated notes' senior
subordinated and LYONS, rating was lowered to B2 from Ba3.  The
SGL-1 liquidity rating was affirmed.  Moody's says the rating
outlook is stable.

As reported in the Troubled Company Reporter on Sept. 20, 2004,
Standard and Poor's Ratings Services said it placed its long-term
corporate credit rating on Toronto, Ontario-based Celestica, Inc.,
on CreditWatch with negative implications based on revised
guidance and poor operating performance that has not met Standard
& Poor's expectations.

As reported in the Troubled Company Reporter on March 31, 2004,
Standard & Poor's Ratings Services lowered it long-term corporate
credit rating and unsecured debt on Celestica, Inc., to 'BB' from
'BB+'.  At the same time, Standard & Poor's lowered its
subordinated debt rating on the company to 'B+' from 'BB-'.  S&P
says the outlook is negative.


CHANNEL MASTER: Trustee Settles Preferences for 3% to 26%
---------------------------------------------------------
Montague S. Claybrook, the Chapter 7 Trustee appointed in Channel
Master Holdings, Inc., and its debtor-affiliates' chapter 7 cases,
sought and obtained approval from the U.S. Bankruptcy Court for
the District of Delaware to compromise and settle five preference
claims:

                            Face Amount of          Settlement
      Defendant            Preference Claim             Amount
      ---------            ----------------        -----------
   Baird Satellite
   Supporting Systems            $76,703.67         $20,000.00

   Classic Upholstery            $46,652.00         $12,745.80

   Carolina Power & Light
   Company                      $217,524.05          $8,000.00

   Continental Metals, Inc.     $343,284.30         $10,000.00

   Wolverine Steel, Inc.
   d/b/a Wolverine Metals        $35,377.30          $2,644.73

The Trustee said it is obligated to maximize the value of the
estate and make his decisions in the best interests of all the
Debtors' creditors.

The Court considered four factors in determining whether a
settlement should be approved under Bankruptcy Rule 9019:

      i) the probability of success in the litigation;

     ii) the likely difficulties in collection;

    iii) the complexity of the litigation involved, and the
         expense, inconvenience and delay necessarily attending
         it; and

    iv) the paramount interest of the creditors.

The settlement of the Avoidance Actions, the Trustee says, will
eliminate the potentially high costs of litigation and the
uncertainty of success in light of the defendant's asserted
defenses.

Headquartered in Smithfield, North Carolina, Channel Master
Holdings, Inc., with the Debtor-affiliates, are leading designer
and manufacturer of high-volume, superior quality antenna products
for the satellite communications industry both in the U.S. and
internationally.  The Company filed for chapter 11 protection on
October 2, 2003 (Bankr. Del. Case No. 03-13004).  David B.
Stratton, Esq., at Pepper Hamilton LLP represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $50 million each.


CHRISTIANA CARE: AM Best Withdraws Ratings at Company's Request
---------------------------------------------------------------
A.M. Best Co. has withdrawn the financial strength rating of C+
(Marginal) and assigned a rating of NR-4 (Company Request) to
Christiana Care Health Plans, Inc. (New Castle, DE).  This is in
response to management's request that the company be removed from
A.M. Best's interactive rating process.  Christiana Care Health
Plans, Inc. is selling its commercial line of business, which will
terminate its health plan business.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


CINEMA EATERY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cinema Eatery #2, L.L.C.
        15719 North Freeway
        Houston, Texas 77050

Bankruptcy Case No.: 05-35840

Chapter 11 Petition Date: April 14, 2005

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Calvin C. Braun, Esq.
                  Law Offices of Calvin Braun
                  8100 Washington Avenue, Suite 120
                  Houston, Texas 77007
                  Tel: (713) 880-3366
                  Fax: 713-880-3225

Total Assets: $34,000

Total Debts: $1,164,563

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Brasser Note & Security       Misc. business debt       $600,000
8810 Business Park Drive,
Suite 300
Austin, TX 78759

Camden Construction           Misc. business debt       $450,000
1514 Antoine Drive
Houston, TX 77055

Mobiliario, SA DE CV          Misc. business debt        $40,520
Calle del Sol 33
San Rafael Chamapa
Naucalpan, Edo. Mex
53660 Mexico

VSI                           Misc. business debt        $27,500
5518 Mitchelldale
Houston, TX 77092

Houston Commons JAWSIII,      Misc. business debt        $26,037
Ltd.
C/O Wes Walters Realty
8810 Business Park Drive,
Suite 300
Austin, TX 78759

Southwest Cinema Services     Misc. business debt        $12,600
2112 Lear Lane
Austin, TX 78745

Constellation New Energy      Misc. business debt         $5,000
1301 McKinney St.,
Suite 200
Houston, TX 77010

SR McSwain                    Misc. business debt         $1,000
16042 Sunbeam River
Houston, TX 77084

SBC                           Misc. business debt           $700
P.O. Box 650661
Dallas, TX 75265-0661

Phillips & Akers PC           Misc. business debt           $500
3200 Phoenix Tower
3200 Southwest Freeway
Houston, TX 77027

Pacific Life and Annuity Co.  Misc. business debt           $406
Navarro Insurance Agency
9575 Katy Freeway, Suite 150
Houston, TX 77024

Harris County M.U.D. #189     Misc. business debt           $300
2200 Sciaaca Road
Spring, TX 77373

Alamo Drafthouse Cinema Ltd.  Misc. business debt             $0
13809 Research Blvd., 735
Austin, TX 78750


COLAD GROUP: Harter Secrest Approved as Bankruptcy Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
gave Colad Group, Inc., permission to employ Harter, Secrest &
Emery LLP as its general bankruptcy counsel.

Harter Secrest will:

   a) advise the Debtor's management of its fiduciary obligations
      to the bankruptcy estate, its creditors and the Court;

   b) assist the Debtor in the administration and prosecution of
      its chapter 11 case, including negotiating and obtaining the
      appropriate cash collateral and post-petition financing,
      prosecution of appropriate adversary proceedings, defense of
      actions commenced against the Debtor, and assisting in
      claims reconciliation process;

   c) advise the Debtor regarding the preparation of schedules,
      statements, and operating reports in connection with the
      administration of the estate;

   d) prepare motions, applications, orders, and other pleadings,
      and represent the Debtor at all hearings before the Court;

   e) assist the Debtor in the sale of substantially all of its
      assets, and in the formulation and negotiation of a
      disclosure statement and plan of reorganization; and

   f) render all other legal services that may be requested by the
      Debtor's management in its chapter 11 case.

Raymond L Fink, Esq., a Partner at Harter Secrest, is the lead
attorney for the Debtor.  Mr. Fink discloses that the Firm
received a $100,000 retainer.  Mr. Fink charges $300 per hour for
his services.

Mr. Fink reports Harter Secrest's professionals bill:

    Professional          Designation     Hourly Rate
    ------------          -----------     -----------
    John R. Weider        Partner            $310
    Ingrid S. Palermo     Counsel            $200
    Joseph E. Simpson     Counsel            $165
    Steven Wells          Associate          $140
    Cathleen E. Clancy    Paralegal          $125

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

Headquartered in Buffalo, New York, Colad Group, Inc. --
http://www.colad.com/-- designs, develops and manufactures
packaging products.  The Company filed for chapter 11 protection
on Feb. 3, 2005 (Bankr. W.D.N.Y. Case No. 05-10765).  When the
Debtor filed for protection from its creditors, it estimated
assets of $1 million to $10 million and debts of $10 million to
$50 million.


COLAD GROUP: Has Until Aug. 5 to Make Lease-Related Decisions
-------------------------------------------------------------
The Honorable Carl L. Bucki of the U.S. Bankruptcy Court for the
Western District of New York extended, until august 5, 2005, the
period within which Colad Group, Inc., can elect to assume, assume
and assign, or reject its unexpired nonresidential real property
leases.

The Debtor explains that it is a party to an unexpired
nonresidential lease property located in 801 Exchange Street,
Buffalo, New York, where its main manufacturing facility is
located.

The unexpired lease is under a Lease Agreement between the Debtor
and County Industrial Development Agency dated Nov. 1, 1996.  The
Lease Agreement is part of the issuance of Industrial Development
Revenue Bonds for the Debtor's property.

The Debtor believes that its unexpired nonresidential lease is not
a true lease, but a financing vehicle so that tax-exempt
Industrial Development Revenue Bonds could be issued for the
Debtor.  The Debtor filed a request to extend its lease decision
period out of an abundance of caution in case the lease is ever
determined to be a true lease.

The Debtor submits three reasons to the Court in favor of its
request:

   a) the unexpired lease is significant to the Debtor's business
      and the possible sale of its assets, and it depends on the
      property to accommodate its present manufacturing
      operations;

   b) the Debtor continues to pay for its post-petition use and
      occupancy of the property, and the extension will not harm
      County Industrial; and

   c) the Debtor is still actively negotiating the sale of its
      business to possible purchasers, and it is anticipating that
      the sale will include the property where the lease is
      located.

Headquartered in Buffalo, New York, Colad Group, Inc., --
http://www.colad.com/-- designs, develops and manufactures
packaging products.  The Company filed for chapter 11 protection
on Feb. 3, 2005 (Bankr. W.D.N.Y. Case No. 05-10765).  Raymond L.
Fink, Esq., at Harter, Secrest & Emery LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets of $1 million
to $10 million and debts of $10 million to $50 million.


COMCAST: Fitch Affirms Ratings After Adelphia Purchase Announced
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB' rating on the senior
unsecured debt of Comcast Corporation and its subsidiaries that
hold substantially all of its cable businesses including:

     * Comcast Cable Communications Holdings, Inc.,
     * Comcast Cable Communications, LLC,
     * Comcast Cable Holdings, LLC,
     * Comcast MO Group, Inc., and
     * Comcast MO of Delaware, LLC.

Additionally, Fitch has affirmed the 'BBB-' rating on the senior
subordinated debentures of Comcast Holdings Corporation and the
'BB+' rating of the 9.65% TCI TOPRS.  Fitch has affirmed the 'F2'
short-term rating on Comcast Corporation's commercial paper
program.  The Rating Outlook for all of Comcast's ratings remains
Positive.  Fitch's rating action affects approximately $21.9
billion of debt (excluding exchangeable debt) outstanding as of
the end of 2004.

Fitch's rating action follows Comcast's announcement that the
company, along with subsidiaries of Time Warner Cable, Inc. -- TWC
-- and Adelphia Communications Corporation, have reached an
agreement in principal for the joint purchase of Adelphia's
assets.  Total consideration for the transaction is expected to be
approximately $17.6 billion in cash and TWC stock.  Additionally,
Comcast and TWC have reached an agreement that facilitates
Comcast's exit from its 21% ownership stake in TWC.  On a net
basis, following the closure of the transactions and following the
system exchanges between Comcast and TWC, Comcast is expected to
receive approximately 1.8 million basic subscribers.  Comcast's
cash requirement, in addition to its TWC stake, related to the
transactions, on a net basis, will be approximately $1.5 billion.

Fitch believes that the transactions, as currently structured, are
positive for Comcast's credit profile.  The transaction provides
Comcast an opportunity to exchange its ownership stake in TWC in a
tax efficient manner for cash flow generating assets.  Comcast
will increase its basic subscriber base to approximately 23.4
million subscribers from the 21.6 million subscribers as of year-
end 2004.  Importantly, the transaction positions Comcast to
further strengthen key cable system clusters in New England,
Florida, and the mid-Atlantic region.  Fitch also expects that
Comcast will exit three primary markets, including:

              * Los Angeles, Calif.;
              * Dallas, Texas|; and
              * Cleveland, Ohio.

Fitch believes that Comcast's strong track record of integrating
acquired businesses and maximizing operational synergies, as
demonstrated by the AT&T Broadband acquisition, will largely
mitigate the operating risks associated with the acquired cable
systems.  The acquired cable systems are expected to be
substantially upgraded; however, Fitch believes that Comcast will
need to invest a modest amount of capital to deploy new services.
From Fitch's perspective, the acquired systems will have potential
revenue and operating margin growth opportunities as Comcast
expands penetration of existing services and introduces other
advanced digital cable and telephony services.

From a free cash flow perspective, the transaction is expected to
have a modest positive impact.  However, Fitch points out the
risks associated with this expectation, including an assumed level
of capital expenditures, growth in subscriber ARPU, and margin
improvement.

Fitch anticipates the transaction, as currently envisioned, will
not have a meaningful impact on Comcast's credit protection
metrics, and the company will continue to improve these metrics
during 2005 and 2006.  Comcast's leverage metric as of the end of
2004 was 2.9 times, excluding approximately $1.7 billion of
exchangeable notes.  Comcast's debt (excluding exchangeable debt)-
to-EBITDA leverage metric should continue to improve throughout
2005, and Fitch believes that by year-end 2005, Comcast's leverage
should be under 2.5x.  Pro forma for the transaction closing on
Dec. 31, 2005, Fitch would continue to expect leverage to be under
2.5x.

The transactions with Adelphia are subject to receipt of HSR, FCC,
Adelphia Creditor Committee, bankruptcy court, and local franchise
authority approvals.  The closing of the transaction is expected
to take from 9-12 months.

Fitch's Positive Rating Outlook reflects Comcast's strengthened
financial performance and capital structure, which have driven
steady improvement in the company's credit metrics over the past
two years, as well as Fitch's expectation of continued positive
operating trends, sustainable free cash flow generation, and
improving credit protection metrics.  Fitch will continue to
monitor the company's credit profile improvement, and, as
currently envisioned, this could lead to a ratings upgrade in
2005.  Factors that would lead Fitch to upgrade Comcast to 'BBB+'
include demonstrating through continued strong operating results
that the company will meet its 2005 operating and financial
objectives.  Fitch would target leverage in the range between
2.5x-2.75x for a 'BBB+' rated large MSO.


CONGOLEUM CORP: Modifies Chapter 11 Plan & Disclosure Statement
---------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) reached an agreement in principle
with representatives of the Asbestos Claimants' Committee and the
Future Claimants' Representative to make certain modifications to
its proposed plan of reorganization and related documents
governing the settlement and payment of asbestos related claims
against Congoleum.

Under the agreed-upon modifications, asbestos claimants with
claims settled under Congoleum's pre-petition settlement agreement
would agree to forego the security interest they were granted and
share on a pari passu basis with all other present and future
asbestos claimants in insurance proceeds and other assets of the
trust to be formed to pay asbestos claims against Congoleum.  As a
result of these changes, Congoleum will be preparing an amended
plan and disclosure statement and soliciting acceptances from
certain claimant creditors affected by these modifications.  There
can be no assurance that the amended plan will receive the
affirmative vote of the requisite majorities.  Congoleum has
requested an adjournment of the hearing presently underway to
consider confirmation of its existing plan of reorganization.  The
amended plan and disclosure statement modifications and
solicitation procedures will be subject to court approval.

Roger S. Marcus, Chairman of the Board, commented, "We consider
this another positive step forward.  We have renegotiated certain
important aspects of our plan of reorganization and related
documents in light of developments in other asbestos bankruptcy
proceedings as well as objections raised concerning our current
proposed plan.  Our hope is that by addressing these concerns and
following judicial guidance from other asbestos reorganization
cases, the process of obtaining and sustaining the confirmation of
our amended plan will ultimately take less time and cost less
money, and the risk of an unfavorable outcome will be reduced.
While these changes will delay the start of our confirmation
process, we believe they will ultimately shorten the time it will
take to get the asbestos problem completely behind us.  We are
hopeful that we can accomplish that by the end of 2005."

Interested parties should refer to the documents that will be
filed for a complete description of the modified plan.  Copies of
the modified plan and disclosure statement will be filed by
Congoleum with the Securities and Exchange Commission as exhibits
to a Form 8-K when they are available.  They will also be
available on the investor relations section of Congoleum's website
at http://www.congoleum.com/

                  Exclusivity Hearing Today

As previously reported in the Troubled Company Reporter, Congoleum
Corporation and its debtor-affiliates asked the U.S. Bankruptcy
Court for the District of New Jersey for an extension, through and
including Aug. 1, 2005, of the time within which they alone can
file a chapter 11 plan.  The Debtors also ask the Court for more
time to solicit acceptances of that plan from their creditors
through Sept. 1, 2005.  The Court will convene a hearing at 2:30
p.m., today, Apr. 25, 2005, to consider the merits of that
request.

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524).  Domenic Pacitti, Esq., at Saul Ewing, LLP, represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $187,126,000 in
total assets and $205,940,000 in total debts.


CONTINENTAL AIRLINES: Industry Review Cues S&P to Cut Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on selected
enhanced equipment trust certificates (EETCs) of Continental
Airlines Inc. (B/Negative/B-3) as part of an industrywide review
of aircraft-backed debt.  Those and EETC ratings that were
affirmed were removed from CreditWatch, where they were placed
with negative implications Feb. 24, 2005.

"The rating actions reflect Standard & Poor's concern that
repayment prospects for holders of aircraft-backed debt could
suffer in a potential scenario of further multiple bankruptcies of
large U.S. airlines weakened by high fuel prices and intense price
competition," said Standard & Poor's credit analyst Philip
Baggaley.  "Downgrades of EETCs were focused on debt instruments
that would be hurt in such a scenario, particularly debt backed by
aircraft that are concentrated heavily with large U.S. airlines
and junior classes that would be at greater risk in negotiated
restructurings or sale of repossessed collateral," the credit
analyst continued.

In the case of Continental, ratings were lowered on EETCs backed
at least partly by aircraft (B737-500, B757, B767-200ER, B767-
400ER, MD82, and Embraer regional jets) that are concentrated with
the six U.S. "legacy airlines" (each of which is rated 'B' or
lower), and planes that, while incorporating new technology, have
narrow airline operator bases (B737-900).

Although values of most aircraft models are currently
strengthening, that progress could be reversed for certain models
if several more large U.S. airlines were to enter bankruptcy.
Standard & Poor's also considered in its review potential adverse
effects of an ongoing legal dispute over the rights of certain
creditors to repossess aircraft from bankrupt United Air Lines
Inc.  If a current temporary restraining order blocking
repossession is not overturned, the precedent could be used to
pressure creditors into less favorable negotiated restructurings
in future airline bankruptcies.  The downgrades are not related
specifically to Continental's recently reported first-quarter 2005
results, though some of the industry pressures affecting those
results, such as high fuel prices and price competition, are
concerns.

The corporate credit ratings on Continental Airlines reflects its
participation in the high-risk airline industry, a heavy debt and
lease burden, and limited financial flexibility, with no general
bank lines and few unencumbered assets available for sale or
borrowing.  These factors outweigh better-than-average operating
performance among its peer large U.S. hub-and-spoke airlines.

Continental, the fifth-largest U.S. airline, serves markets mainly
in the southern and eastern U.S. from hubs at:

    (1) Houston, Texas;

    (2) Newark, N.J.; and

    (3) Cleveland, Ohio.

International routes serve the central Pacific, selected Asian
destinations, Latin America, and Europe.

Continental's success in securing a large portion of its targeted
labor concessions improves its prospects, but pressure from very
high fuel costs and a competitive domestic fare environment could
nevertheless erode liquidity and prompt a downgrade.  A revision
of the outlook to stable is possible if the improved cost
structure and more favorable external airline industry conditions
allow Continental to substantially reduce losses and rebuild
liquidity.


CROWN CASTLE: Industry Review Prompts S&P to Watch Low-B Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for four
wireless tower companies:

    (1) SpectraSite Inc. ('B+' corporate credit rating),

    (2) Crown Castle International Corp. ('B'),

    (3) AAT Communications Corp. ('B-'), and

    (4) SBA Communications Corp. ('CCC+'),

as well as related entities -- on CreditWatch with positive
implications.  These ratings join those for American Tower Corp.
(B-/Watch Pos/--), which were placed on CreditWatch with positive
implications Jan. 14, 2005.  These companies collectively have
approximately $7 billion of debt outstanding.

These CreditWatch listings relate to an industry review being
conducted by Standard & Poor's of the tower leasing business and
the position of the companies within this industry.
"Strengthening business prospects could support higher ratings for
the companies in this sector," said Standard & Poor's credit
analyst Catherine Cosentino.  "The wireless carriers, particularly
the large national players, are expected to continue to increase
their geographic footprint, coverage, and capacity to support
increased minutes of use both for voice and expanding broadband
services.  Tower companies will benefit from these trends, which
should continue to bolster increased tower co-location."

Reflecting the high operating leverage in this industry, gross
profit margins are very high for companies in this sector and
EBITDA margins tend to rapidly improve as additional tenants are
added to existing towers.  For 2004, gross profit margins for the
tower leasing business were in excess of 60% for the group, and
EBITDA margins ranged from about 30%-60%, with the lower end
attributable to the effects of operations in the less-profitable
site development business of SBA Communications Corp.

While SBA has significantly higher leverage than its peers, at
about 14x for 2004 on an operating lease-adjusted basis, its
business profile may support a higher corporate credit rating than
the current 'CCC+' (depending on Standard & Poor's assessment of
its liquidity over the next few years) given its ongoing growth in
lease rental revenues.

As part of this review, Standard & Poor's will be evaluating its
ratings guidelines for the sector to determine if the industry
supports less stringent financial guidelines based on overall
business characteristics.  If we conclude that the business risk
of the sector is stronger than that which we previously
incorporated in our guidelines, we will provide new thresholds
when the CreditWatch listings are resolved.  The qualitative
measures may also be revised to introduce metrics more
representative of the current state of the industry, including
such possible measures as revenue per tower and debt to revenue.

The recent change in operating lease accounting adopted by the
tower operators does not affect the business prospects or cash
flow prospects for the industry.  It has had the impact of
increasing the size of reported minimum cash lease commitments for
most of the tower companies.  However, the increase in such
minimum recognized commitments is also indicative of the high rate
of contract renewal in this business, which is not expected to
abate.

Standard & Poor's will meet with management at the tower companies
to discuss their financial policies, including stock repurchase
and dividend plans, as well as the possibility for additional
acquisitions in resolving the CreditWatch listings.


CURATIVE HEALTH: S&P Junks Senior Unsecured Debt Rating to CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
specialty infusion and wound-care management services provider
Curative Health Services Inc.  The corporate credit rating was
lowered to 'B-' from 'B', and the senior unsecured debt rating was
lowered to 'CCC+' from 'B-'.

In addition, the ratings were removed from CreditWatch with
negative implications, where they were placed on Feb. 28, 2005,
because of our concerns about the company's liquidity.  Curative
faces large semiannual interest payments in May and November, and
by comparison, has limited cash flow and credit facility
availability.  The ratings outlook is now negative.

"The downgrade reflects Standard & Poor's belief that Curative's
liquidity prospects are characteristic of a weaker credit," said
Standard & Poor's credit analyst Jesse Juliano.  The company's
financial profile and liquidity were severely weakened by a large
reduction in reimbursement rates for its blood-clotting factor
products by the state of California's Medi-Cal program in June
2004. (Reimbursement reductions by Medicare were also a factor
in this liquidity crunch, though to a lesser degree.)

The new Medi-Cal rates for these products are based on an average
selling price and are approximately 30%-40% lower than the
previous reimbursement.

The company's 2005 EBITDA could be less than 50% of its
expectations in April 2004, when Curative issued $185 million of
senior unsecured notes to finance the purchase of Critical Care
Systems Inc.

The ratings on Curative reflect:

    (1) the aforementioned weakness in the company's financial
        profile,

    (2) its narrow business focus in specialty infusion services,

    (3) potential margin pressure from drug and products
        manufacturers, and

    (4) continued payor concentration.

These concerns are only partially offset by the company's greater
product diversity after the acquisition of Critical Care Systems.

Given the operating challenges faced by Curative, Standard &
Poor's believes it unlikely the company's financial profile will
significantly improve in the near future.  The company is exposed
to potential price increases by manufacturers.  Even though the
drug Synagis, provided by MedImmune Inc., is the only Curative
product stemming from a single source, the company has limited
supply sources for its other products as well.

Curative also is exposed to pricing pressure from managed-care
companies and reimbursement changes by Medicaid and Medicare.
Because it is relatively small, it has less negotiating leverage
with managed-care organizations and drug suppliers than a company
with greater scale.

Critical Care Systems has traditionally grown via the creation of
de novo branches, and such internal growth will now be the focus
of Curative's own plans.  However, it remains to be seen if the
company can fully offset the effects of the California
reimbursement change in the near- to medium-term with this growth
strategy.


DELPHI CORP: Fitch Downgrades Low-B Ratings & Maintains Watch
-------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Delphi Corporation:

      -- Senior unsecured debt and bank facilities to 'BB-' from
         'BB+';

      -- Trust preferred to 'B' from 'BB-'.

The ratings also remain on Rating Watch Negative by Fitch.

The downgrade reflects Delphi's exposure to GM production rates
and the continuing stresses placed on the automotive supplier
universe:

      * pricing pressures,
      * lower production rates,
      * higher commodity prices and
      * high fixed costs structures.

Delphi remains particularly exposed due to its operating leverage
and heavy reliance on GM revenues (which still represent roughly
50% of total revenues).  Recent operating results at GM have
raised the level of event risk, and continuing deterioration at GM
could require a fundamental restructuring that could result in
more significant production cutbacks.

Negative cash flow at Delphi is expected to persist through 2005
and 2006, resulting in further balance sheet deterioration.  This
deterioration is also occurring in an environment of steady
economic growth and healthy industry build rates.  Although cash
and bank liquidity remain adequate for the near term, Delphi has a
$1.5 billion revolving credit maturing in June 2005 that may
require security in order to be replaced.  In that event, Fitch
would review the relative ratings between the secured and
unsecured debtholders.  The Rating Watch Negative primarily
reflects concern regarding the lack of audited financial
statements.

Operating cash flows have been fully claimed by significant
required pension contributions and to a lesser degree, cash
outflows related to restructuring actions.  The pace of
restructuring at AHG indicates that this will remain a meaningful
burden over the next several years.  At the same time, required
pension contributions will accelerate sharply from $600 million in
2005 to more than $1 billion in 2006.  Current pension
legislation, if enacted as proposed, would increase the near-term
claim on cash flows and further impair Delphi's credit profile.
Despite strong growth in non-GM business, the decline in GM
production rates, high operating leverage and high commodity
prices may defer meaningful improvement in operating measures and
cash flow until 2007.

Over the long-term, Delphi has a number of strengths that could
support the company's operating profile.  Competitive technologies
in a number of areas (that also extend outside of the auto
industry) and strong growth in non-GM business provide potential
margin and top-line growth opportunities.  In addition, the
company's very heavy required pension contributions heavily exceed
outflows related to benefits payments and would be expected to
eventually decline, particularly in the event of steady asset
returns and any upturn in discount rates.  Attrition rates and an
eventual migration to lower-cost labor under Delphi's two-tier
wage structure will lower costs.  Also, the continuing wind-down
of AHG should eventually result in lower cash outflows relating to
restructuring actions.

The commercial paper rating is being withdrawn.


DELPHI CORP.: S&P Lowers Ratings a Notch to BB
----------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on Delphi Corp. to 'BB' from 'BB+'.
The ratings remain on CreditWatch with negative implications where
they were placed March 4, 2005.

"The rating actions reflect the pressure on Delphi's operating
performance as a result of tough industry conditions, including
reduced vehicle production and high raw material costs," said
Standard & Poor's credit analyst Martin King, "as well as the
uncertainty surrounding various accounting misstatements, which
have led to SEC and FBI investigations, shareholder lawsuits, and
the departure of two senior executives."

Troy, Michigan-based Delphi has total debt of about $4 billion and
under-funded benefit liabilities of about $13 billion.

The challenges Delphi faces are not expected to reverse in the
near term.  Delphi is likely to report a large loss for 2005, and
free cash flow, after $600 million of required pension
contributions, is expected to be negative.

The departure of the company's vice chairman and chief financial
officer and the pending retirement of the company's chairman and
chief executive officer create management uncertainty at a time of
intense industry challenges.  Delphi's problems necessitate active
and careful restructuring, which could be delayed or less
effective because of management turnover.

Standard & Poor's expects to resolve the CreditWatch within the
next few weeks.  The ratings could be lowered again if it appears
that Delphi's losses and negative cash flow will continue for a
sustained period.


DEVON MOBILE: Trustee Wants Chapter 11 Proceedings Suspended
------------------------------------------------------------
On June 21, 2004, Buccino & Associates, Inc., as the Liquidation
Trustee in Devon Mobile Communications, LP, and its debtor-
affiliates' Chapter 11 cases, commenced an adversary proceeding
against Adelphia Communications Corporation and its debtor-
affiliates in the U.S. Bankruptcy Court for the Southern District
of New York.  Filed on behalf of the Devon Debtors, the
Liquidating Trust and the Devon Estate, the Devon Trustee Action
asserts claims for, inter alia, fraud, fraudulent
misrepresentation, preference, alter ego, deepening insolvency,
breach of contract, breach of duty to fund and breach of fiduciary
duties.

According to Michael R. Nestor, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, the Devon Trustee Action
represents a significant asset of the Devon estate.

Mr. Nestor tells Judge Walsh the U.S. Bankruptcy Court for the
District of Delaware that the Devon Trustee does not expect to
file pleadings before, or request relief from the Delaware
Bankruptcy Court during the pendency of the Action.

Section 305(a) of the Bankruptcy Code, Mr. Nestor notes, allows
the Court to suspend all Chapter 11 proceedings if, among others,
the interests of creditors and the debtor would be better served
by the suspension.

Pursuant to Section 305(a), the Devon Trustee asks Judge Walsh to
suspend the Devon Debtors' Chapter 11 proceedings until the
sooner to occur of:

    a. the Delaware Bankruptcy Court's entry of an order vacating
       an order of suspension; or

    b. 30 days after entry of a final non-appealable judgment in
       the Action.

The Devon Trustee believes that the suspension of Devon's Chapter
11 cases will enable it and its professionals to devote full
attention towards the Action and to achieve substantial benefit
for Devon's estate and creditors.

Devon Mobile Communications filed for Chapter 11 protection on
August 19, 2002 (Bankr. D. Del. Case No. 02-12431).  Lawyers at
Saul Ewing, LLP, represent the Debtor.  Devon is 49% owned by
Adelphia Communications Corporation.  (Adelphia Bankruptcy News,
Issue No. 89; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIGITAL LEGAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Digital Legal Services, LLC
        1411 K Street, Northwest, Suite 300
        Washington, DC 20005

Bankruptcy Case No.: 05-00653

Type of Business: The Debtor provides document management service
                  for lawyers and any other interested parties.
                  Digital Legal saves documents in digital format
                  so copies are made readily available.
                  See http://www.digitallegalservices.com/

Chapter 11 Petition Date: April 22, 2005

Court: District of Columbia (Washington, D.C.)

Debtor's Counsel: Ann N. Kathan, Esq.
                  Ann N. Kathan, PLLC
                  524 King Street
                  Alexandria, Virginia 22314
                  Tel: (703) 518-5189

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wilmington Trust Company      Working capital loan,     $342,446
Attn: Mr. Paul McCommons      which is secured by
Rodney Square North           a residence owned by
1100 North Market Street      by the debtor's sole
Wilmington, DE 19890          member.

Virtual Information Partners  Outsourced Work           $202,186
181 Laurel Circle
Princeton, NJ 08540

DLS Coding, LLC               Outsourced Work            $79,879
1001 North Jefferson St.
Suite 100
Wilmington, DE 19801

Digital Legal Servs.          Outsourced work            $64,638
Delaware

Digiscribe                    Outsourced work            $63,649

McCarter English              Legal Fees                 $47,384

I-Base Data Services          Outsourced work            $44,454

Litigation Management Group   Outsourced work            $38,586

District of Columbia Gov't.   Unpaid sales taxes         $32,482
Office of Tax and Revenue

1411 K Holdings LLC           Back rent and              $25,970
                              prior operating
                              costs

Danka Office Imaging          Copier maintenance         $12,472
                              program

Kroll Ontrack Legal Tech.     Outsourced work            $12,104

Renewdata                     Outsourced work            $12,061

Xerox                         Equipment leasing          $10,644
                              & Maintenance

ILS Technologies, LLC         Outsourced work             $9,609

Clicks Professional           Outsourced work             $9,090
Copy Service

San Francisco Legal Copy      Outsourced work             $8,668

NMATRIX, Inc.                 Outsourced work             $7,168

IPRO Tech.                    Dongle Clicks               $6,416

TriState Courier & Carriage   Courier Service             $6,308


DMX MUSIC: Maxide Acquisition Files Schedules of Assets & Debts
---------------------------------------------------------------
Maxide Acquisition, Inc., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the District
of Delaware, disclosing:

     Name of Schedule            Assets        Liabilities
     ----------------            ------        -----------
  A. Real Property                   None
  B. Personal Property        $45,384,615
  C. Property Claimed
     as Exempt                              Not Applicable
  D. Creditors Holding
     Secured Claims                                   None
  E. Creditors Holding
     Unsecured Priority
     Claims                                           None
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                   $159,269,126
                              -----------     ------------
     Total                    $45,384,615     $159,269,126

Headquartered in Los Angeles, California, DMX MUSIC, Inc., --
http://www.dmxmusic.com/-- is majority-owned by Liberty Digital,
a subsidiary of Liberty Media Corporation, with operations in more
than 100 countries.  DMX MUSIC distributes its music and visual
services worldwide to more than 11 million homes, 180,000
businesses, and 30 airlines with a worldwide daily listening
audience of more than 100 million people.  The Company and its
debtor-affiliates filed for chapter 11 protection on Feb. 14, 2005
(Bankr. D. Del. Case No. 05-10431).  The case is jointly
administered under Maxide Acquisition, Inc. (Bankr. D. Del. Case
No. 05-10429).  Curtis A. Hehn, Esq., and Laura Davis Jones, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


EDSAL CHESHIRE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Edsal Fredrick Cheshire
        dba Cheshire & Sons, Inc.
        dba Cheshire & Sons
        41 East 600 North
        Tooele, Utah 84074

Bankruptcy Case No.: 05-26245

Type of Business: The Debtor operates a 24-hour car repair and
                  towing service.

Chapter 11 Petition Date: April 21, 2005

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Grant W.P. Morrison, Esq.
                  Morrison & Morrison
                  352 East 900 South
                  Salt Lake City, Utah 84111
                  Tel: (801) 359-7999

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
   ------                     ---------------       ------------
Firmco Financial              Trade debt                 $78,000
4700 South State Street       Unsecured value:
Salt Lake City, Utah 84107    $78,000

Firmco Financial              Trade debt                 $28,000
4700 South State Street       Unsecured value:
Salt Lake City, Utah 84107    $28,000

CIT Bank                      Trade debt                  $7,000
[Address not provided]

Sears Premier Card            Trade debt                  $5,622
P.O. Box 6563
The Lakes, NV 88901

Utah Industrial Depot         Trade debt                  $5,422

Firmco Financial              Trade debt                  $5,400
                              Unsecured value:
                              $5,400

Edwin B. Parry, Atty.         Trade debt                  $4,115

Superior Accounting           Trade debt                  $3,400

Bank of America               Trade debt                  $1,348

Utah Industrial Depot         Trade debt                  $1,015

Receivable Management         Trade debt                    $852

Avaya                         Trade debt                    $761

Danka Collections Center      Trade debt                    $450

Precision Testing             Trade debt                    $360

Ace Disposal                  Trade debt                    $335

Imaging Management, LC        Trade debt                    $275

Lee Sheet Metal               Trade debt                    $190

IHC Physicians Group          Trade debt                    $156

CSK Auto Inc.                 Trade debt                    $135

Internal Revenue Service      Trade debt                      $0


FEDERAL METAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Federal Metal & Glass Corporation
        2074 Flatbush Avenue
        Brooklyn, New York 11234

Bankruptcy Case No.: 05-16228

Chapter 11 Petition Date: April 21, 2005

Court: Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Barton Nachamie, Esq.
                  Todtman Nachamie Spizz & Johns P.C.
                  425 Park Avenue
                  New York, New York 10022
                  Tel: (212) 754-9400

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
   ------                        ---------------    ------------
Internal Revenue Service                              $1,095,926
1 Lefrak City Plaza
Corona, NY 11368

Lumbermens Mutual Casualty Co.   Bonding Company        $390,345
518 Stuyvesant Avenue
Lyndhurst, NJ 07071

New York State Employment Taxes  Taxes                  $102,976
P.O. Box 26823
New York, NY 10087

Callahan & Company PC            Accounting Services     $40,311
16 Spring Street
Red Bank, NJ 07701

New York State Insurance Fund    Insurance Fund          $40,233
199 Church Street
New York, NY 10007

New York State Department of Labor                       $38,752
Church Street Station
New York, NY 10008

Local 282 Fringe Benefits Fund                           $36,250
c/o Avrum Schreiber, Esq.
40 Exchange Place, Suite 1300
New York, NY 10005

Pride Equipment Corporation                              $32,066
150 Nassau Avenue
Islip, NY 11751

US Liability Insurance Company   Insurance               $28,649
c/o Cohn & Cohn
116 John Street, 17th Floor
New York, NY 10038

First Insurance Funding          Insurance Premium       $26,396
Corporation
8075 Innovation Way
Chicago, IL 60682

American Equity Insurance Co.    Insurance Premium       $24,253
c/o Maidenbaum & Assocs.
875 Ave of Americas, Suite 1905
New York, NY 10001

Local 282 Fringe Benefits Fund                           $22,500
2500 Marcus Avenue
Lake Success, NY 11042

Dewhurst MacFarlane & Partners                           $20,967
45 East 20th Street
New York, NY 10003

Meyer Dorfman P.E.               Engineering Fees        $20,540
159-15 Northern Boulevard
Flushing, NY 11358

GHI Insurance                    Insurance               $18,888
c/o Leopold Gross & Sommers PC
105 Court Street
Brooklyn, NY 11201

Anthony J. Lopresti, Esq.        Legal Services          $15,028
310 Old Country Road, Suite 103
Garden City, NY 11530

First Insurance Funding Corp.    Insurance Premium       $14,399
8075 Innovation Way
Chicago, IL 60682

Group Health Incorporated                                $14,183
P.O. Box 6245
Church Street Station
New York, NY 10249

Dorf Mananagement Organization   Rent in Arrears         $13,794
62 South 2nd Street, Suite 2 D
Deer Park, NY 11729

Local 282 Fringe Benefits Fund                           $13,274
c/o Friedman & Wolf
1500 Broadway, Suite 2300
New York, NY 10036


FIBERMARK INC: Wants Court to Reinstate Exclusive Periods
---------------------------------------------------------
FiberMark, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Vermont to either reinstate or extend
through July 20, 2005, their exclusive periods for proposing and
obtaining acceptances of one or more plans of reorganization or,
alternatively, to establish procedures for the filing and
prosecution of plans of reorganization by non-Debtors.

As reported in the Troubled Company Reporter on March 23, 2005,
FiberMark, Inc., withdrew its current Plan of Reorganization
because, the Company says, its three largest bondholders, also
members of the Creditors Committee, remain unable to resolve
disputes among themselves relating to corporate governance and
control issues involving the reorganized company.  Despite the
company's ongoing efforts to facilitate agreement on these
normally routine Plan implementation matters, the bondholders
again missed a Court deadline to take the actions necessary to
permit confirmation of the Plan.  Although the Plan submitted to
creditors for approval in December was unanimously supported by
the Creditors Committee, the three bondholder members of the
Creditors Committee subsequently voted against the Plan due to
intercreditor disagreements.  Without the bondholders' resolution
of these issues, their votes in favor of the Plan and the
Creditors Committee approval of corporate governance and other
implementation documents, the company cannot proceed with
confirmation of its current Plan.

                      Plan Filing Procedure

In the event that the Court is unwilling to reinstate the
exclusive periods, the Debtors submit that the Court has other
options available to it that will serve to protect their estates.

The Debtors propose that the Plan Filing Procedures shall apply to
the filing and prosecution of any plan of reorganization filed by
any non-Debtor party in these cases to permit the Court to manage
the plan process "expeditiously and economically".

The Debtors explain that absent the request, the filing and
prosecution of multiple competing plans could potentially confuse
creditors, increase estate expenses, and delay the resolution of
their chapter 11 cases.

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.


FLYI INC.: Industry Review Prompts S&P to Downgrade Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on selected
enhanced equipment trust certificates (EETCs) of FLYi Inc. as part
of an industrywide review of aircraft-backed debt.  All ratings on
FLYi, including the 'CC' corporate credit rating, remain on
CreditWatch with developing implications, where they were placed
on Feb. 23, 2005.

"The lower ratings reflect Standard & Poor's concern that
repayment prospects for holders of aircraft-backed debt could
suffer if financially weak FLYi were to file for Chapter 11
bankruptcy protection and reject the aircraft backing these
EETCs," said Standard & Poor's credit analyst Betsy Snyder.
"These aircraft have become less important to FLYi as it has begun
to take delivery of Airbus A319's that allow it to fly longer-haul
routes out of Washington's Dulles Airport."

FLYi's CreditWatch status reflects its very weak financial
profile, due to the substantial losses it has incurred resulting
from its conversion to a low-cost carrier. Dulles, Virginia-based
FLYi is the parent of Independence Air, a small airline based at
Washington Dulles International Airport.  FLYi's Feb. 23, 2005,
financial restructuring provides near-term relief through deferral
of aircraft lease and debt obligations, although the company's
financial condition remains precarious, with substantial doubt
about its ability to continue as a going concern expressed by its
auditor.

The restructuring includes return of 24 regional jets and 21
regional turboprop planes to lessors and lenders, and deferral
(but not rejection) of some payments on financings backed by
another 52 regional jets.  Contingent obligation on another 30
Dornier 328 regional jets, which would have required payments by
the company if Delta Air Lines Inc. were to default, were
terminated in negotiations with lessors.  Aircraft obligations
securitized into the rated enhanced equipment trust certificates,
series 1997-1, were not affected.  FLYi had missed a Feb. 15,
2005, interest payment on its 6% convertible notes due 2034, but
paid the amount on Feb. 18, within the notes' 30-day grace period.

Independence Air is in the process of converting itself from a
regional airline that fed United Air Lines Inc. at Dulles to a
low-cost carrier that uses 132-seat A319's, as well as its 50-seat
regional jets.  FLYi has incurred heavy losses in recent quarters,
culminating in a $192 million loss in 2004 after several
profitable years.  Prospects for achieving the transformation to a
low-cost carrier, while helped by the financial restructuring,
remain uncertain.  Ratings will be reviewed in light of the recent
developments and could be raised modestly to reflect the company's
improved liquidity.

Alternatively, the corporate credit rating could be lowered to
'SD' (selective default) if Standard & Poor's concludes that terms
of the various financial restructurings represent the equivalent
of a default or to 'D' if the company were to file for Chapter 11
bankruptcy protection.


FRANK'S NURSERY: Bankruptcy Court Approves Disclosure Statement
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York entered an order approving Frank's Nursery & Crafts,
Inc.'s (OTCBB:FNCNQ) Second Amended Disclosure Statement on
Apr. 22, 2005, paving the way for the Company to commence
solicitation of votes for approval of its Second Amended
Chapter 11 Plan of Reorganization and complete its Chapter 11
restructuring.  The Plan is supported by the Company's major
equity holders and the official committee of unsecured creditors
that was appointed in the Company's reorganization case.

The Company has concluded an orderly wind-down of its store
operations by completing going out of business sales at its
locations and has also sold or rejected substantially all of its
leasehold interests.

The Plan is based on the Debtor retaining approximately 42 parcels
of real estate which will be developed by the reorganized Company.
As previously announced, funding for the Plan will be provided by
certain existing shareholders of the Company in the form of
convertible notes in the aggregate amount of up to $120 million
and a $20 million equity investment.  Based on current anticipated
needs, it is estimated that the Company will issue approximately
$83 million of notes.

If confirmed, the Plan generally will provide that all unsecured
claims will be paid in full plus post-petition interest.
Shareholders that own 5,000 shares or less will receive $.75 per
existing share in cash.  Shareholders of record as of April 22 who
own greater than 5,000 shares will be provided the option either
to receive $.75 per existing share in cash, or to exchange their
existing shares for shares in the reorganized Company (subject to
dilution).  Shareholders that hold 100,000 shares or more and are
accredited investors will have the right to invest in the
convertible notes and equity proposed to be issued by the
reorganized Company.

                  Plan Confirmation Hearing

The Court has scheduled a hearing on June 14, 2005, to consider
confirmation of the Plan.  If confirmed at that time, the Company
would expect to emerge from Chapter 11 at the end of the summer.
However, there can be no assurance that the Plan will be
confirmed.

Headquartered in Troy, Michigan, Frank's Nursery & Crafts, Inc.,
operated the largest chain (as measured by sales) in the United
States of specialty retail stores devoted to the sale of lawn and
garden products.  Frank's Nursery and its parent company, FNC
Holdings, Inc., each filed a voluntary chapter 11 petition in the
U.S. Bankruptcy Court for the District of Maryland on
Feb. 19, 2001.  The companies emerged under a confirmed chapter 11
plan in May 2002.  Frank's Nursery filed another chapter 11
petition on September 8, 2004 (Bankr. S.D.N.Y. Case No. 04-15826).
Allan B. Hyman, Esq., at Proskauer Rose LLP, represents the
Debtor.  In the Company's second bankruptcy filing, it listed
$123,829,000 in total assets and $140,460,000 in total debts.


FREMONT HOME: Moody's Rates Cert. Classes B-1 & B-2 at Low-B
------------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to the senior
certificates issued by Fremont Home Loan Trust 2005-1, and ratings
ranging from Aa1 to Ba2 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans originated by Fremont Investment & Loan.
The ratings are based primarily on the credit quality of the
loans, and on the credit enhancement in the transaction.  Credit
enhancement includes overcollateralization, subordination, and
excess spread.

The loans are being serviced by Litton Loan Servicing LP.

The complete rating actions are:

   * Class I-A1 $753,440,000 Variable rated, Aaa
   * Class I-A2 $188,360,000 Variable rated, Aaa
   * Class II-A1 $195,000,000 Variable rated, Aaa
   * Class II-A2 $304,200,000 Variable rated, Aaa
   * Class II-A3 $31,734,000 Variable rated, Aaa
   * Class M-1 $108,162,000 Variable rated, Aa1
   * Class M-2 $80,155,000 Variable rated, Aa2
   * Class M-3 $37,663,000 Variable rated, Aa3
   * Class M-4 $34,766,000 Variable rated, A1
   * Class M-5 $40,561,000 Variable rated, A2
   * Class M-6 $31,869,000 Variable rated, A3
   * Class M-7 $26,075,000 Variable rated, Baa1
   * Class M-8 $24,143,000 Variable rated, Baa2
   * Class M-9 $19,315,000 Variable rated, Baa3
   * Class B-1 $12,554,000 Variable rated, Ba1
   * Class B-2 $19,315,000 Variable rated, Ba2


FV STEEL: Gets Court Authority to Expand Services of Watson Wyatt
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
gave FV Steel and Wire Company, and its debtor-affiliates
permission to increase the scope of services Watson Wyatt &
Company will provide.  FV Steel previously hired Watson Wyatt as
their special actuarial consultants.

FV Steel is one of the debtor-affiliates of Keystone Consolidated
Industries, Inc.

On Sept. 20, 2004, Keystone Consolidated filed its Objection to
the Pension Inter-Company Claim of FV Steel, which relates to the
transfer by FV Steel of the sponsorship of the Keystone Employees'
Retirement Plan in 2002.  On Oct. 12, 2004, FV Steel filed its
Response to the Pension Inter-Company Claim Objection of Keystone
Consolidated.

On Dec. 20, 2004, FV Steel filed a request with the Court to
retain Watson Wyatt as its special actuarial consultants, and the
Court granted the FV Steel's request on Jan. 11, 2005.  The
Court's original order limits Watson Wyatt's fees for FV Steel to
a maximum of $19,800.

Watson Wyatt's expanded services include:

   a) assisting FV Steel in defending its Pension Inter-Company
      Claim, including assisting FV Steel's special counsel in
      drafting a Brief in support of its Response to the Objection
      of Keystone Consolidated;

   b) providing testimony in the analysis and conclusions relating
      to the Keystone Employees' Retirement Plan, and review
      Keystone's reply to FV Steel's Brief in preparation for the
      Claim Objection Hearing; and

   b) providing all other special actuarial services for FV Steel
      that are related to the Pension Inter-Company Claim.

FV Steel wants to pay Watson Wyatt an additional fee of $19,800
for these additional services.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.  The
Company and its debtor-affiliates filed for chapter 11 protection
on February 26, 2004, (Bankr. E.D. Wisc. Case No. 04-22422).  The
case is jointly administered under E.D. Wisc. Case No. 04-22421.
Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., and David
L. Eaton, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $196,953,000 in total
assets and $365,312,000 in total debts.


GSAA 2005-4: Moody's Puts Ba1 Rating on $2.98MM Class B-4 Certs.
----------------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to the senior
certificates issued by GSAA 2005-4 and ratings ranging from Aa2 to
Ba1 to the mezzanine and subordinate certificates in the
securitization.

The securitization is backed by adjustable-rate alternative "A"
mortgage loans originated by GreenPoint Mortgage Funding, Inc.,
IndyMac Bank, F.S.B. and Countrywide Home Loans, Inc., and
acquired by Goldman Sachs Mortgage Company.  The ratings are based
primarily on the credit quality of the loans and the credit
enhancement in the transaction, which consists of subordination,
overcollateralization, and excess spread.  The credit quality of
the loan pool is in line with that of other average ARM loan pools
backing recent alternative "A" securitizations.

GreenPoint, IndyMac and Countrywide Home Loan Servicing, LP will
continue to service the mortgage loans in the securitized pool.

The complete rating actions are:

   * Class A-1 $185,000,000 Variable-Rate Asset-Backed
     Certificates, rated Aaa

   * Class A-2 $56,332,000 Variable-Rate Asset-Backed
     Certificates, rated Aaa

   * Class A-3 $59,769,000 Variable-Rate Asset-Backed
     Certificates, rated Aaa

   * Class A-4 $6,640,000 Variable-Rate Asset-Backed Certificates,
     rated Aaa

   * Class A-5 $214,912,000 Variable-Rate Asset-Backed
     Certificates, rated Aaa

   * Class A-6 $23,879,000 Variable-Rate Asset-Backed
     Certificates, rated Aaa

   * Class M-1 $16,958,000 Variable-Rate Asset-Backed
     Certificates, rated Aa2

   * Class M-2 $11,306,000 Variable-Rate Asset-Backed
     Certificates, rated A2

   * Class B-1 $6,248,000 Variable-Rate Asset-Backed Certificates,
     rated Baa1

   * Class B-2 $2,975,000 Variable-Rate Asset-Backed Certificates,
     rated Baa2

   * Class B-3 $2,975,000 Variable-Rate Asset-Backed Certificates,
     rated Baa3

   * Class B-4 $2,975,000 5.00% Asset-Backed Certificates, rated
     Ba1

   * Class R-1 $100 Not Applicable Asset-Backed Certificates,
     rated Aaa

   * Class R-2 $100 Not Applicable Asset-Backed Certificates,
     rated Aaa


GSAMP TRUST: Moody's Puts Ba1 Rating on $9.8MM Class B-4 Certs.
---------------------------------------------------------------
Moody's Investors Service has assigned ratings of Aaa to certain
mortgage pass-through certificates issued by GSAMP Trust 2005-HE2.
The Aaa ratings are based on the expected performance of the
mortgages, the 19.80% subordination of the subordinate
certificates, excess spread, 2.20% initial over collateralization,
and the structural and legal protections in the transaction.  The
ratings of the subordinate certificates are also based on the
respective subordination of the other classes.

The certificates are secured by average subprime mortgages
originated by First NLC Financial Services, LLC of approximately
40.73%, United Pacific Mortgages d/b/a Mandalay Mortgage of
approximately 23.74%, 23.45% from various sources under Goldman
Sachs Mortgage Company conduit program, and the remaining 12.09%
from Acoustic Home Loans, LLC.  The weighted average FICO score of
626 is average for other recent securitized subprime pools.  The
weighted average LTV of 77.65% is slightly weaker than recent
subprime originations.  Investor property account for 3.32% of the
pool and the performance of this segment could be more volatile.
The pool is geographically concentrated with loans in California
accounting for 46.43% of the pool.

The complete rating actions are:

   * Class A 1, $297,636,000, rated Aaa
   * Class A 2, $169,463,000, rated Aaa
   * Class A 3, $79,117,000, rated Aaa
   * Class M 1, $49,720,000, rated Aa2
   * Class M 2, $40,265,000, rated A2
   * Class M 3, $11,555,000, rated A3
   * Class B 1, $10,154,000, rated Baa1
   * Class B 2, $8,403,000, rated Baa2
   * Class B 3, $8,754,000, rated Baa3
   * Class B 4, $9,804,000, rated Ba1
   * Class R-1, $100, rated Aaa
   * Class R-2, $100, rated Aaa

The loans will be serviced by primarily by:

         -- Countrywide Home Loans Servicing LP (33.21%), and
         -- JPMorgan Chase Bank, National Association (66.79%).

GS Mortgage Securities Corp. is a Delaware corporation, wholly
owned by Goldman Sachs Mortgage Company established to act as
depositor.  GSAMP Trust 2005-HE2 is a REMIC established for
acquiring mortgage loans and issuing the certificates.


HAIRSTON MOTOR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hairston Motor Company, Corp.
        2505 Riverside Drive
        Danville, Virginia 24540

Bankruptcy Case No.: 05-61574

Type of Business: The Debtor sells and services automobiles.

Chapter 11 Petition Date: April 22, 2005

Court: Western District of Virginia (Lynchburg)

Debtor's Counsel: Reginald R. Yancey, Esq.
                  P.O. Box 2779
                  Lynchburg, Virginia 24501
                  Tel: (434) 528-1632
                  Fax: (434) 846-7112

Total Assets: $727,229

Total Debts: $1,788,714

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Volvo Car Finance North       Open Account              $999,449
America
1700 Jay Ell Drive
Richardson, TX 75081

First State Bank              25 Tires:$2,500.00        $255,522
P.O. Box 6400                 Body shop parts
Danville, VA 24541            and accessories:
                              $10,000.00
                              Volvo maintance
                              car parts and
                              accessories:
                              $65,371.00
                              Other parts and
                              accessories: $23
                              Value of security:
                              $90,919

ADP Dealer Services           Open Account                $9,404
5800 Windward Parkway
Tower B
Alpharetta, GA 30005

American Tire                 Open Account                $2,633
3020 Tucker Street
Burlington, NC 27215

Lowes                         Open Account                $2,255
P.O. Box 105980 Dept 79
Atlanta, GA 30353

City of Danville              07-009474-03                $1,955
Division of Central           07-069072-02
Collection
P.O. Box 3308
Danville, VA 24543

Tel Cove                      Open Account                $1,595
324 West Main Street
Charlottesville, VA 22903

Erie Vo Vo                    Open Account                $1,592
P.O. Box 67
Whitesboro, NY 13492

Internal Revenue Service      Federal                     $1,500
Insolvence Units              withholding taxes,
P.O. Box 10025                second quarter of
Richmond, VA 23240            year of 2005

Commonwealth of Virginia      State withholding           $1,300
Dept of Taxation              taxes, second
P.O. Box 2156                 quarter of year of
Richmond, VA 23218            2005

Verizon                       Open Account                $1,136
P.O. Box 17577
Baltimore, MD 21297

Saftey Kleen                  Open Account                $1,097
P.O. Box 382066
Pittsburgh, PA 15250

Fisher Auto Parts             Open Account                $1,083
P.O. Box 2246
Staunton, VA 24402

Unifirst                      Open Account                $1,064
526 Piney Grove Road
Kernersville, NC 27284

P and D Auto Parts            Open Account                  $895
P.O. Box 210
Pelham, NC 27311

ADP Commercial Leasing        Open Account                  $847
P.O. Box 34656
Newark, NJ 07189

Smith Davis Tire              Open Account                  $813
788 Piney Forest Road
Danville, VA 24541

Paul Automotive               Open Account                  $752
P.O. Box 899
Danville, VA 24543

Scarce Muffler                Open Account                  $740
406 Piney Forest Road
Danville, VA 24541

The Parts Place Body          Open Account                  $712
2854 Riverside Drive
Danville, VA 24541


HEILEG-MEYERS: Wants Wachovia's Disclosure Objections Overruled
---------------------------------------------------------------
Heilig-Meyers Company, its debtor-affiliates and the Official
Committee of Unsecured Creditors, the proponents of the Second
Amended and Restated Joint Liquidating Plan of Reorganization
responded to Wachovia Bank, N.A.'s objections to the Disclosure
Statement explaining the Plan.  The Plan Proponents ask the Court
to overrule Wachovia's objections.

As previously reported, the U.S. Bankruptcy Court for the Eastern
District of Virginia approved the Disclosure Statement explaining
the Amended and Restated Joint Plan of Reorganization proposed by
HMY RoomStore, Inc., a wholly owned subsidiary of Heilig-Meyers
Company, and the Official Committee of Unsecured Creditors, on
March 10, 2005.  The Plan Proponents filed a Second Amended and
Restated Disclosure Statement for Heilig-Meyers after the Court
approved the HMY RoomStore Disclosure Statement.

Wachovia Bank, N.A., complains about the negotiated distribution
framework under the Heilig-Meyers Plan and argues that the Heilig-
Meyers Disclosure Statement is inadequate.

The Debtors point out that Wachovia is the sole objector.  The
Debtors argue that Wachovia's objection must be viewed in the
context of its continuing efforts to convert the Debtors' chapter
11 to chapter 7 cases and displace the Debtors from control of
pending litigation against the pre-petition secured lenders, as
reported in the Troubled Company Reporter on March 15, 2005.

The Plan Proponents supplemented and made certain modifications of
the Disclosure Statement to address a number of Wachovia's
objections, including, but not limited to:

   (a) supplemental disclosure concerning the affiliated Debtor
       Unsecured Claim, the value of the New RoomStore Common
       stock, Reorganized RoomStore's financial projections,
       company background, and initial directors and officers;

   (b) supplemental disclosure identifying the assets to be
       transferred to the Liquidation Trust;

   (c) supplemental disclosure concerning the factors that may
       influence unsecured creditor recoveries;

   (d) supplemental disclosure concerning risk associated with
       non-confirmation of the RoomStore Plan and risks associated
       with New RoomStore Common Stock;

   (e) supplemental disclosure concerning discussion of securities
       law considerations under the Plan;

   (f) supplemental disclosure concerning the sources of funding
       for payments to be made pursuant to the Plan;

   (g) modifications to the "best interests test" discussion
       contained in the Disclosure Statement; and

   (h) modifications to estimated unsecured creditor recoveries
       based upon adjustments to the estimated approximate value
       of Trust Assets.

In addition, the Plan Proponents invited Wachovia to propose
whatever language they wanted to see in the Disclosure Statement
with respect to their remaining objections.  Wachovia hasn't made
any suggestions.  Accordingly, the Plan Proponents submit that the
Disclosure Statement contains adequate information -- information
sufficient to enable the Debtors' creditors to make informed
decisions when they're asked to vote on the Plan.  The Plan
Proponents ask the Bankruptcy Court to approve the Disclosure
Statement.

Heilig-Meyers Company filed for chapter 11 protection on
Aug. 16, 2000 (Bankr. E.D. Va. Case No. 00-34533), reporting
$1.3 billion in assets and $839 million in liabilities.  When the
Company filed for bankruptcy protection it operated hundreds of
retail stores in more than half of the 50 states.  In April 2001,
the company shut down its Heilig-Meyers business format.  In
June 2001, the Debtors sold its Homemakers chain to Rhodes, Inc.
GOB sales have been concluded and the Debtors are liquidating
their remaining Heilig-Meyers assets.  The Debtors are working to
effect a restructuring of their RoomStore business operations with
the expectation of bringing that business out of bankruptcy as a
reorganized company.  Bruce H. Matson, Esq., Troy Savenko, Esq.,
and Katherine Macaulay Mueller, Esq., at LeClair Ryan, P.C., in
Richmond, Va., represent the Debtors.  Michael S. Stamer, Esq.,
Shuba Satyaprasad, Esq., Stanley J. Samorajczyk, Esq., and Scott
L. Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP,
represent the Official Committee of Unsecured Creditors.


HIGHLAND HOLDING: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Highland Holding Company LLC
        13251 Road F Northwest
        Ephrata, Washington 98823

Bankruptcy Case No.: 05-02591

Chapter 11 Petition Date: March 31, 2005

Court: Eastern District of Washington (Spokane/Yakima)

Judge: John A. Rossmeissl

Debtor's Counsel: Joseph A. Esposito, Esq.
                  Richard M. George, Esq.
                  Esposito George & Campbell
                  421 West Riverside Avenue, Suite #960
                  Spokane, Washington 99201-0402
                  Tel: (509) 624-9219
                  Fax: (509) 624-9231

Estimated Assets: [Not provided]

Estimated Debts: $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Dune Lake Properties                            $144,000
1790 E. Kittleson Road, Suite A
Moses Lake, WA 98837

Dorothy Thomas                                   $33,600
10919 Handicap Drive Southeast
Warden, WA 98857

Winstation Systems                               $30,802
1475 Nelson Road Northeast
Moses Lake, WA 98837

Dan Thomas                                        $8,000

PUD Grant County                                  $6,292

Divco Incorporated                                $4,920

Sutter Kunkle & Thompson PS                       $4,198

East Columbia Irrigation District                 $3,540

Tom Taylor Insurance                              $2,843

Capital One                                       $1,814

Ladd Irrigation                                   $1,087

Horizon Electric                                    $420

Seattle Times                                       $283


HOLLINGER INC: Ravelston Receivership Triggers Event of Default
---------------------------------------------------------------
The Ontario Superior Court of Justice appointed RSM Richter Inc.
as receiver of all of The Ravelston Corporation Limited's and
Ravelston Management Inc.'s assets (except for certain shares held
directly or indirectly by them, including shares of Hollinger Inc.
and RMI).  The order also provides a stay of proceedings commenced
or continued against or in respect of either or both of Ravelston
and RMI and any such proceedings currently under way (including
Hollinger's lawsuit announced on March 29, 2005 as it pertains to
Ravelston and RMI) until May 20, 2005, or such later date as the
Court may order.

                       Event of Default

As a result of the commencement of these proceedings by RMI, an
Event of Default has occurred under terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011.  RMI is a guarantor of
Hollinger's Notes.  With respect to both the Senior Secured Notes
and the Second Priority Notes, the relevant trustee under the
Indenture or the holders of at least 25 percent of the outstanding
principal amount of the relevant Notes have the right to
accelerate the maturity of the Notes.

Until the Event of Default is remedied or a waiver is provided by
holders of the Notes, the terms of the Indentures will prevent
Hollinger from honouring retractions of its Series II Preference
Shares.  Accordingly, Hollinger has concluded that it is not able
to complete retractions of any Series II Preference Shares
submitted after April 19, 2005 without unduly impairing its
liquidity.  Therefore, retractions of Hollinger's outstanding
Series II Preference Shares submitted after such date are
suspended until further notice.  Retraction of any shares which
are not withdrawn will be completed if and when Hollinger's
liquidity position permits.  Pending completion of retractions,
holders do not become creditors of Hollinger but remain as
shareholders.  Holders may exercise their right to withdraw their
retraction notices at any time.  In order to exercise the
withdrawal right, holders should contact the Computershare Call
Centre - Shareholder Services at 1 (800) 564-6253.

               Seizes Collateral for Ravelston Debt

As reported in the Troubled Company Reporter on Apr. 15, 2005,
Hollinger Inc. served formal notice on The Ravelston Corporation
Limited to vacate the premises occupied by Ravelston and related
companies, including Argus Corporation Limited, in Hollinger's
head office building located at 10 Toronto Street, Toronto, not
later than May 31, 2005.

Hollinger has also taken steps to immediately seize shares held by
Ravelston in Hollinger, Argus and other Ravelston-related
companies.  These shares are part of the collateral for debt in
the amount of approximately $15 million owing by Ravelston to
Hollinger, which debt is in default.  The collateral represents
part of the direct and indirect control position held by Ravelston
in Hollinger.  This action by Hollinger is separate from its
recently announced lawsuit against Conrad Black, Ravelston and
related parties for $550 million in monetary damages and
$86 million reimbursement of amounts owing by Ravelston to
Hollinger plus accrued interest and costs.

                      About the Company

Hollinger's principal asset is its 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, Ontario.


ICON HEALTH: Moody's Revises Outlook to Negative After Downgrade
----------------------------------------------------------------
Moody's Investors Service downgraded all the credit ratings of
ICON Health & Fitness, Inc., and changed the outlook to negative.
The ratings downgrade reflects operating performance in the latest
quarter that was well below Moody's expectations, limited
borrowing capacity under the revolving credit facility, exposure
to significant potential damages related to the Nautilus
litigation and Moody's estimate of recovery values in the event of
default.

Moody's downgraded these ratings:

   * $155 million 11.25% senior subordinated notes due 2012,
     downgraded from Caa2 to Caa3;

   * Senior Implied, downgraded from B3 to Caa1;

   * Senior Unsecured Issuer, downgraded from Caa1 to Caa2.

In January 2005 Moody's downgraded the ratings of ICON by two
notches reflecting the company's significant decline in operating
performance and assigned a stable outlook reflecting Moody's view
that the business was stabilizing and management had taken
initiatives, which were expected to allow for anticipated
improvements in operations.  However given the weak operating
performance in the company's third fiscal quarter of 2005, with
particular emphasis on the 46% decline in revenues for CrossBar
and other higher margin strength products, Moody's now expects a
more difficult operating environment for the company.  As such
today's downgrade reflects not only the adverse variance in
financial performance, but also Moody's concerns over whether
management will be able to execute on its plans to improve
profitability levels.

ICON's weak performance in the latest quarter continues a trend of
declining sales and profitability in its 2005 fiscal year.  For
the nine months ending February 26, 2005, sales and gross profit
were down 9% and 32%, respectively, from the comparable 2004
period.  The poor performance was primarily caused by increased
commodity prices and transportation costs, manufacturing
efficiencies caused by delays in the product development cycle and
lack of successful replacement of the CrossBar product in the
direct to consumer segment.  Moody's had expected gross margins in
the company's third fiscal quarter of 2005 to improve
significantly from the 24% level recorded in the second fiscal
quarter of 2005 due to design and efficiency improvements
implemented by the company.  ICON indicated that it re-designed
portions of its product line to minimize the utilization of
certain commodities and moved up product development cycles to
increase manufacturing efficiency.  ICON believes that continued
weakness in sales over shadowed the expected benefit of these
initiatives.  The wide disparity between actual and projected
performance in the third quarter casts doubt on whether ICON will
be able to achieve projected operating improvements over the next
year.

The ratings downgrade also reflects the company's limited
liquidity.  Availability under the company's $275 million revolver
has declined from about $31 million as of November 27, 2004, to
about $18 million as of March 26, 2005, excluding the $25 million
minimum availability required under the revolver.  The decline in
availability reflects normal seasonal declines in working capital
of the company.  The revolver, which is not rated by Moody's,
matures in 2007 and contains a material adverse change clause that
provides that lenders having more than 66.67% of the commitment or
borrowing have the right to block the company's requests for
future borrowings.

Moody's liquidity concerns also reflect ICON's exposure to
monetary damages from the patent and trademark infringement
litigation with the Nautilus Group, Inc.  In February 2005, the
district court construed the meaning of various terms in the
allegedly infringed patent.  The patent litigation is scheduled to
go to trial in June 2005 and the company has stated that it is
unable to quantify with any certainty the extent of any potential
liability.  Moody's is concerned about the sufficiency of
available borrowings and the possibility that a significant
judgment against the company will trigger the material adverse
change clause in the company's revolver.

The negative ratings outlook anticipates that ICON will have a
difficult time increasing margins and stabilizing its financial
performance.  Although the company has taken steps to improve its
performance, such as reducing its cost structure, discontinuing
under performing businesses, re-designing its product line and
moving up product development cycles, results of operations to
date have shown no real improvement.  The negative outlook also
anticipates continued limited revolver availability and reflects
the exposure to significant potential liability from the Nautilus
litigation.

The outlook or ratings could be upgraded if the company were to
stabilize sales and improve operating margins, which leads to
sustainable positive free cash flows from operations.  Another
event that could lead to an upgrade would be the elimination of
the Nautilus litigation without a material adverse effect to the
company.

The outlook or ratings could be downgraded if sales and margin
pressures intensify and threaten the expected recovery values of
the company's debt instruments.  A material judgment against the
company in connection with the Nautilus litigation could also
pressure the rating.

The Caa3 rating on the senior subordinated notes reflects the
contractual subordination to senior debt and the expected moderate
recovery rates in the event of default.

Free cash flow from operations after capital expenditures was
negative $118 million in the nine months ended February 26, 2005
compared to negative $63 million in the comparable 2004 period.
EBITDA was $16 million in the 2005 period compared to $88 million
in 2004.

ICON Health & Fitness Inc., based in Logan, Utah, is one of the
largest manufacturers and marketers of home fitness equipment in
the United States.  Revenue for the nine months ended February 26,
2005 was about $707 million.


INDUSTRIAL ENT: Buying 100% Interest in Auto Aftermarket Supplier
-----------------------------------------------------------------
Industrial Enterprises of America, Inc.'s (Pink Sheets: ILNP.PK)
management agreed in principal to acquire 100% ownership of a
leading manufacturer and seller of automotive chemicals and
additives.

The acquisition of this private company will result in the
acquired company becoming a wholly owned subsidiary of Industrial
Enterprises of America, and management anticipates that the
acquisition will increase existing ILNP sales on a pro forma basis
by 300%.  Historically, the operations of the target have been
profitable and are expected to add to Industrial Enterprises of
America's earnings per share in the first year of combined
operations.  Industrial Enterprises of America believes that a
definitive agreement will be reached, and the transaction will
likely be consummated, within 45 days, subject to definitive due
diligence and certain other conditions.

Crawford Shaw, Chief Executive Officer of Industrial Enterprises
of America, stated, "Upon the completion of the acquisition,
Industrial Enterprises of America plans to begin manufacturing
products that are currently being outsourced by the target,
resulting in improved product margins.  Additionally, this
acquisition brings an experienced marketing and sales force to our
core packaging business, as well as providing cross-selling
opportunities between proprietary brands."

                 About Industrial Enterprises

Headquartered in Houston, Texas, Industrial Enterprises of
America, Inc., f/k/a Advanced Bio/Chem, Inc., is the parent
company of EMC Packaging, Inc., a Delaware corporation that
packages, markets and sells refrigerants.  EMC Packaging has been
in this business since 1974. Its products serve a variety of
industries and its current clients include a number of fortune 500
companies.

                        *     *     *

                     Going Concern Doubt

In its Form 10-Q for the quarterly period ended Dec. 31, 2004,
filed with the Securities and Exchange Commission, the Company
said it has suffered recurring losses from operations and its
total liabilities exceed its total assets by $2,641,977.  These
factors, the Company said, raises substantial doubt about its
ability to continue as a going concern.


IVOW INC: Lack of Financing Prompts Going Concern Doubt
-------------------------------------------------------
J. H. Cohn LLP says there's substantial doubt about iVOW, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ended Dec. 31,
2004.

As of Dec. 31, 2004, the Company had an accumulated deficit, and
management believes that the Company will require additional
financing to fund its operations beyond June 2005.  Management
isn't sure that such financing will be available.

At Dec. 31, 2004, the Company had cash and cash equivalents of
$1.97 million.

"We are pursuing several alternatives to address this situation,
including raising additional funding, but cannot assure that we
will be successful," the Company said in its Annual Report.
"Should we be unable to raise sufficient funds, we may be required
to curtail our operating plans and possibly relinquish rights to
portions of our intellectual property or products.  In addition,
increases in expenses and delays in signing new management and
consulting contract may adversely impact our cash position and
require further cost reductions.  No assurance can be given that
we will be able to operate profitably on a consistent basis, or at
all, in the future."

                        About the Company

iVOW, Inc., f/k/a Vista Medical Technologies, Inc., is focused
exclusively on the disease state management of chronic and morbid
obesity.  They provide program management, operational consulting
and clinical training services to physicians and hospitals
involved in the medical and surgical treatment of morbidly obese
patients.  They also provide specialized vitamins to patients who
have undergone obesity surgery.


KING PHARMACEUTICALS: Moody's Confirms Low-B Ratings After Review
-----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of King
Pharmaceuticals, Inc. (Ba3 senior implied), concluding a rating
review for possible downgrade initiated on December 1, 2004.
Following this rating action, the rating outlook is negative.

Confirmation of King's Ba3 senior implied rating reflects:

   (1) good prospects for free cash flow generation because of
       favorable demand for its core pharmaceutical products;

   (2) King's low debt levels and high cash balances, which
       provide flexibility to withstand litigation payments and to
       perform acquisitions; and

   (3) management's strategic plans to maximize the potential of
       its inline products and leverage its 1,000-person sales
       force by pursuing pharmaceutical acquisitions and
       collaborations.

Despite certain operating challenges, strong underlying demand for
products such as Altace, Levoxyl and Thrombin should continue to
sustain good free cash flow.  Moody's notes that King generated
$261 million of cash flow from operations and $208 million of free
cash flow in a very challenging year in which drug wholesalers
were reducing the excess inventory of King's products and Levoxyl
faced generic entrants.  Although it is difficult to fully rule
out future swings in wholesaler inventory levels, Moody's is more
comfortable that King's revenue is beginning to align with
underlying demand.

King's cash flow is strong relative to reported debt of only
$345 million.  Moody's views the company's liquidity position as
very sound currently, with $342 million of unrestricted cash, an
undrawn $400 million credit facility with ample room currently
under financial covenants, and no debt maturities in the next
12 months.  However, King's convertible notes become putable on
November 15, 2006 and will likely represent a cash obligation.

Moody's believes the largest risk to King's near-term cash flow is
the potential loss of marketing exclusivity on Skelaxin, which
represented approximately 18% of 2004 sales.  King has filed
various Citizen's Petitions with the FDA related to the Skelaxin
patents, but these efforts may not be successful in preventing
generic competition.  Even under an adverse scenario, however,
Moody's estimates free cash flow in excess of $200 million
annually, supporting the rating confirmation.

King faces a number of other challenges including:

   (1) restoring investor confidence as a stand-alone entity now
       that the acquisition of King by Mylan was aborted;

   (2) recruiting a new CFO and other financial managers and
       improving internal financial controls to rectify material
       weaknesses;

   (3) the eventual patent expiration of Altace in 2008,
       (representing 27% of 2004 sales) but potentially earlier
       because of a patent challenge;

   (4) resolving complex government investigations involving a
       number of entities including the SEC and the OIG; and

   (5) executing product in-licensing deals and acquisitions.

King's material weaknesses related to an insufficient staffing in
its finance function, resulting in certain errors but not in any
audit adjustments or material misstatements as of year-end 2004.
Earlier, King delayed the filing of its 10-Q for the third quarter
of 2004 related to errors in estimating its returns reserve, and
it restated its financial statements for 2003 and 2002.  This
situation was previously recognized by Moody's in the downgrade to
Ba3 from Ba1 on December 1, 2004.  The company's remediation plan
includes the hiring of additional financial professionals.

Until a new CFO is hired and the company's financial policies,
acquisition strategy and correction of internal controls become
more clear, Moody's does not believe that King's credit profile
has fully stabilized.  As a result, Moody's is assigning a
negative rating outlook.  Moody's will evaluate the
appropriateness of the negative outlook over the next 12 months as
King's acquisition plans unfold, as well as management's
refinancing plans for the $345 million convertible note putable in
November 2006.  Under many scenarios, King may be able to
withstand these challenges and maintain sufficient financial
flexibility to maintain its current rating.

Factors that are very likely to result in a downgrade include the
following:

   (1) failure to correct material weaknesses in internal controls
       during 2005;

   (2) acquisitions larger than $1 billion over the next 12
       months;

   (3) failure to address refinancing of the convertible notes; or

   (4) an earlier than-expected loss of the Altace patent through
       an adverse court outcome.

Based on King's current balance sheet and expected free cash flow,
Moody's believes that the current rating may accommodate cash-
financed acquisitions over the next 12 months in the range of
$500 million to $1 billion.  At the high end of this range,
acquisitions may pressure the rating but not necessarily lead to a
downgrade, depending on the type of product acquired and the
benefits that could be realized by King.  Moody's notes that the
market for product acquisitions is extremely competitive, as major
pharmaceutical players as well as specialty players such as King
are seeking new growth opportunities.  King's largest acquisition
to date was the $814 million acquisition of Elan's primary care
products in 2003.

Moody's believes upward pressure is limited until the operating
challenges and financial control issues outlined above are more
fully resolved.

Longer term, King's ratings will depend to a large extent on its
ability to prepare for the eventual loss of Altace revenue by
developing or acquiring pharmaceutical products to fill out its
product portfolio.

The rating on King's $400 million bank credit facility is
one-notch above the senior implied rating, continuing to reflect
its secured position in King's capital structure, and Moody's
estimate that King's enterprise value more than amply covers this
amount.

Ratings confirmed:

   * Ba3 senior implied

   * Ba2 senior secured revolving credit facility of $400 million
     due 2007

   * Ba3 senior unsecured guaranteed convertible debentures of
     $345 million due 2021

   * B1 senior unsecured issuer rating

King Pharmaceuticals, Inc., headquartered in Bristol, Tennessee,
manufactures, markets, and sells primarily acquired branded
prescription pharmaceutical products.  The company reported
revenues of $1.3 billion for in 2004.


KMART HOLDING: Footstar Files Service Mark Brief Under Seal
-----------------------------------------------------------
As previously reported, Kmart Corporation asked the U.S.
Bankruptcy Court for the Southern District of New York to lift the
automatic stay to require Footstar, Inc., to vacate certain Kmart
stores.

On February 3, 2005, Kmart notified Footstar that it plans to
begin the reconfiguration of Stores scheduled for conversion to an
alternative format in April.  Kmart instructed Footstar that, by
as early as February 21, 2005, Footstar could either vacate those
Stores or have the footwear departments in those Stores relocated
around the conversion-related construction until the conversion
date -- when Footstar would be evicted.

Julie A. Younglove-Webb, Vice President/Space Planning for Kmart
Corporation, explains that as a result of Sears, Roebuck and
Co.'s acquisition of 50 Kmart and six Wal-Mart stores finalized in
the third quarter 2004, 25 Sears Essentials stores are scheduled
to open this Spring.  Following the opening of Sears Essentials,
Sears' point-of-sale systems will track store sales and transmit
this information to Sears' headquarters in Hoffman Estates,
Illinois, for recording, analysis and decision-making by Sears'
employees.  Among other effects of this switch from Kmart to Sears
POS systems is that Kmart's merchandise, including that sold by
Footstar, will not be capable of being scanned in the store.

Kmart also asserts that, because in the course of Footstar's
Chapter 11 cases Footstar has not taken the position that Store
Closings have violated the automatic stay, Footstar has waived its
right to do so.

                  Kmart Wants 30 Stores Vacated

Amy R. Wolf, Esq., at Wachtell, Lipton, Rosen & Katz, in New York,
relates that since March 4, 2005, plans have been finalized to
convert seven additional stores that Kmart Corporation previously
sold to Sears, Roebuck and Co. into Sears Essentials stores.  The
seven stores that are slated to close as Kmart stores and reopen
as Sears Essentials stores on or after July 5, 2005, are:

   * 3638 Tewksbury, Massachusetts,
   * 3760 No. Ft. Myers, Florida,
   * 3825 Parsippany, N Jersey,
   * 3985 Lakeland, Florida,
   * 4496 Keene, New Hampshire,
   * 7427 Londondery, New Hampshire, and
   * 3124 Corona, California

Ms. Wolf notes that the plan to convert Store 9378 in Crestwood,
Illinois, has been changed.  Kmart withdraws its request to lift
the automatic stay with respect to that store.

Accordingly, Kmart asks the U.S. Bankruptcy Court for the
Southern District of New York to compel Footstar to vacate 30
stores, including the seven stores, but excluding the Crestwood,
Illinois store.

              Footstar Files Reply Brief Under Seal

On March 25, 2005, the U.S. Bankruptcy Court considered the
interpretation of the service mark element of the Master
Agreement's definition of "Store".

Footstar, Inc.'s brief concerning the interpretation of the
service mark element definition of "Store" contains and discusses
in-depth significant confidential and sensitive competitive
information.  Paul M. Basta, Esq., at Weil, Gotshal & Manges LLP,
in New York, asserts that general disclosure of the Service Mark
Brief could be detrimental and prejudicial to Kmart Corporation
and Sears and Roebuck Co. and their operations.

Accordingly, Footstar, with the support of the Official Committee
of Unsecured Creditors and the Official Committee of Equity
Holders in its Chapter 11 case, sought and obtained the Court's
permission to file its Service Mark Brief under seal.

                       Kmart Responds

Kmart contends that Footstar's response, which was filed under
seal, is founded entirely on misunderstandings and inaccurate
misrepresentations of the facts.  Once these are corrected,
Footstar's arguments for remaining in the Sears Essentials stores
fall of their own weight.

Contrary to Footstar's assertions, Amy R. Wolf, Esq., at Wachtell,
Lipton, Rosen & Katz, in New York, contends that the Sears
Essentials stores will not be operated under the Kmart service
mark once they are launched in a new format.  Thus, the sole
question presented is whether Footstar has a right to sell shoes
in stores that are operated under the Sears Essentials mark.  Ms.
Wolf says Footstar's construction of the Master Agreement, under
which a store operated under any service mark whatsoever meets the
definition of "Store," can be rejected without resort to parol
evidence.

Ms. Wolf clarifies that Kmart has never taken the position that
Footstar may not continue to operate their footwear departments
during the conversion process.  "The issue is not whether Footstar
is permitted to operate in the converting stores, but whether it
will be entitled to operate in the converted stores once they have
reopened under the Sears Essentials service mark," Ms. Wolf says.

The Sears Essentials stores, once officially launched in their new
format, will not be operated under the Kmart service mark, the
Super Kmart Center service mark, or any other service mark
incorporating the Kmart mark in whole or in part.  The Sears
Essentials stores that will be open a day later will not be
"Stores" because, they will not be operated under any form of the
service mark Kmart.  Kmart "will close the Stores" forever, and
Sears will open its stores the next day.  Accordingly, the
termination provisions of the Master Agreement are plainly
applicable.

Even if the termination provisions were not applicable, Footstar
still would have no right to operate in the Sears Essentials
stores.  Ms. Wolf explains that, regardless of the workings of the
termination provisions, the Sears Essentials stores will in no
event be Stores, as the definition of the term will not be met,
and Footstar has not been granted a license to operate in a
Sears Essentials store.  While the Master Agreement will remain
extant, Footstar will have no present right to operate within
stores that have been closed by Kmart and reopened by Sears.

To support its argument, Kmart provides the Court with:

   * drafts of the Master Agreement that are in its possession;
     and

   * a letter dated March 27, 1995 from Maureen Richards,
     Corporate Counsel and Assistant Secretary of Melville
     Corporation, to Gerald T. Tschura, Vice President, Treasurer
     and Legal Counsel of Kmart Properties, Inc., in which Ms.
     Richards describes Melville's suggested changes to the
     Master Agreement, including changes to the definitions of
     the words "Store(s)" and "Marks."

The documents include sensitive and confidential commercial
information and are filed under seal.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 93; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LCM III: Moody's Assigns Ba2 Rating to $11.5 Million Class D Notes
------------------------------------------------------------------
Moodys assigned these ratings to 4 Classes of Notes issued by LCM
III Ltd.:

   * Aaa to U.S. $269,500,000 Class A Senior Secured Floating
     Notes Notes Due 2017;

   * A2 to U.S. $25,000,000 Class B Second Priority Deferrable
     Floating Rate Notes Due 2017;

   * Baa2 to U.S. $16,000,000 Class C Third Priority Deferrable
     Floating Rate Notes due 2017; and

   * Ba2 to U.S. $11,500,000 Class D Fourth Priority Deferrable
     Floating Rate Notes Due 2017.

Moody's ratings reflect the quality of the collateral pool, the
enhancement afforded the senior classes by the capital structure,
the legal documentation of the transaction, and its review of the
collateral manager's prior experience and capacity to manage the
portfolio.  LCM III is managed by Lyon Capital Management LLC and
is backed primarily by senior secured loans.


LIFEPOINT HOSPITALS: Inks 30-Year Lease with Wythe County Hospital
------------------------------------------------------------------
LifePoint Hospitals, Inc. (NASDAQ: LPNT) signed a definitive
agreement with the Wythe County Community Hospital Board of
Directors to enter into a 30-year lease agreement for the 104-bed
facility located in Wytheville, Virginia.  Established in 1972,
Wythe County Community, with approximately 400 employees and
annual revenues of approximately $40 million, is the only hospital
located in Wythe County and provides care to the approximately
36,000 individuals residing in Wythe and Bland counties.

In commenting on the announcement, Kenneth C. Donahey, president
and chief executive officer of LifePoint Hospitals, said, "We are
very excited about adding Wythe County Community Hospital to the
LifePoint family.  It is obvious to us that the management and
staff of Wythe County Community Hospital share LifePoint's mission
of providing the highest quality care to the people of Wythe and
Bland counties."

                        About the Company

LifePoint Hospitals, Inc., is a leading hospital company focused
on providing healthcare services in non-urban communities, with 50
hospitals, approximately 5,285 licensed beds and combined revenues
of approximately $1.9 billion in 2004.  Of the combined 50
hospitals, 46 are in markets where LifePoint Hospitals is the sole
community hospital provider.  LifePoint Hospitals' non-urban
operating strategy offers continued operational improvement by
focusing on its five core values: delivering high quality patient
care, supporting physicians, creating excellent workplaces for its
employees, providing community value and ensuring fiscal
responsibility.  Headquartered in Brentwood, Tennessee, LifePoint
Hospitals is affiliated with approximately 18,000 employees.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 8, 2005,
Moody's Investors Service affirmed the ratings of LifePoint
Hospitals, Inc.'s proposed offering of a $1.550 million senior
secured credit facility in connection with its proposed
acquisition of Province Healthcare Company.  The ratings follow an
announcement by the company that the originally proposed senior
secured Term Loan B of $1,100 million would be increased to
$1,250 million.  The originally proposed $300 million revolving
credit facility will remain in place and undrawn.  Moody's also
affirmed the company's other ratings; the outlook remains stable.

Moody's had anticipated that LifePoint Hospitals, Inc., would
complete a second phase of financing in order to fund the
acquisition of Province.  Moody's now expects the financing of the
acquisition to be completed the through the increased credit
facility and cash on hand.

Below is a summary of Moody's actions:

LifePoint Hospitals, Inc. (parent):

    Affirmed Ba3 rating to proposed $1,250 million senior secured
     Term Loan B (originally proposed at $1,100 million)

    Affirmed Ba3 rating on proposed $300 million senior secured
     revolving credit facility

    Affirmed Ba3 senior implied rating

    Affirmed B2 senior unsecured issuer rating

LifePoint (former parent):

    Affirmed B3 rating on $221 million ($250 million prior to the
     repurchase of $29 million of notes during 2004) 4.50%
     convertible subordinated notes due 2009, rated B3

Moody's said the ratings outlook is stable.


LNR PROPERTY: Repayment Prompts Fitch to Withdraw Low-B Ratings
---------------------------------------------------------------
Fitch Ratings withdraws its 'B' senior unsecured and 'B-' senior
subordinated debt ratings for LNR Property Corp -- LNR.

The withdrawal follows LNR's final repayment last week of all of
its senior subordinated convertible bonds.  LNR repaid its
revolving credit facility and senior subordinated notes concurrent
with its acquisition by Cerberus Capital Management, LP, in
February 2005.  LNR was taken private by Cerberus and as part of
the transaction, the company's existing public indebtedness was
privately refinanced.

Fitch continues to rate LNR's subsidiary Lennar Partners, Inc., as
a CMBS special servicer.  Lennar's 'CSS1' special servicer rating
is unaffected by the withdrawal of LNR's unsecured debt ratings.

LNR was acquired in February 2005 by an entity that is majority-
owned by Cerberus, a $15 billion private investment firm based in
New York City, its real estate affiliate, Blackacre Capital
Management, LLC, and co-investors.  LNR Property Corp. is
headquartered in Miami Beach, Florida, and is one of the nation's
leading real estate finance companies with substantial investments
in CMBS, commercial real estate properties, commercial mortgage
loans, and undeveloped land.


MARC LISNER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: L. Marc Lisner
        Katina K. Lisner
        1308 Masters Court
        Chesapeake, Virginia 23320

Bankruptcy Case No.: 05-71759

Chapter 11 Petition Date: March 31, 2005

Court: Eastern District of Virginia (Norfolk)

Judge: David H. Adams

Debtor's Counsel: Shreen N. Mahmoud, Esq.
                  Harry Jernigan CPA Attorney, P.C.
                  258 North Witchduck Road, Suite C
                  Virginia Beach, Virginia 23462
                  Tel: (757) 490-2200

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
   ------                     ---------------       ------------
Washington Mutual Bank, FA    Unsecured loan on         $709,750
P.O. Box 3139                 home
Milwaukee, WI 53201-3139

Internal Revenue Service      Civil penalty from        $110,709
Special Procedures            Lisnor Escrow &
P.O. Box 10025                Title
Richmond, VA 23240

Internal Revenue Service      1998, 1999, 2001          $104,234
Special Procedures            1040 income taxes
P.O. Box 10025
Richmond, VA 23240

Reeds Jewelers                                           $32,142
P.O. Box 2229
ATTN: Benny Smith
Wilmington, NC 28402

MBNA                                                     $26,187
P.O. Box 15102
Wilmington, DE 19886-5102

VA Department of Taxation     Withholding taxes          $21,994
P.O. Box 2156
Richmond, VA 23218

Internal Revenue Service      2004 income tax            $21,312
Special Procedures
P.O. Box 10025
Richmond, VA 23240

MBNA                                                     $20,947
P.O. Box 15102
Wilmington, DE 19886-5102

VA Department of Taxation     1996, 1998, 2003           $20,263
P.O. Box 2156                 income taxes
Richmond, VA 23218

MBNA                                                     $17,093
P.O. Box 15102
Wilmington, DE 19886-5102

Citi                                                     $15,862
P.O. Box 8106
South Hackensack, NJ 07606

American Express                                         $13,714
P.O. Box 530001
Atlanta, GA 30353-0001

Bank One                                                 $10,634
P.O. Box 182549
Columbus, OH 43218-2549

Compass Bk Conv Line                                     $10,320
P.O. Box 2210
Decatur, AL 35699

Household                                                 $9,228
P.O. Box 7013
Anaheim, CA 92850-7013

Dominion Virginia Power                                   $9,120
P.O. Box 26543
Richmond, VA 23290-0001

First USA Bank                                            $8,740
P.O. Box 15153
Wilmington, DE 19886

BMW Financial Services NA     1998 BMW 7501               $8,417
LLC
5515 Parkcenter Circle
Dublin, OH 43017

Wells Fargo                                               $6,576
Card Services
P.O. Box 522
De Moines, IA 50302-9907

American Express                                          $6,348
P.O. Box 530001
Atlanta, GA 30353-0001


MCI INC: Board Concludes Qwest Offer is Superior
------------------------------------------------
MCI, Inc.'s (Nasdaq: MCIP) Board of Directors has determined that
Qwest Communications International Inc.'s latest $9.74 billion
offer to acquire the Company is superior to the terms of the
current $7.5 billion MCI/Verizon merger agreement.

"Qwest is gratified that MCI has recognized its superior offer for
MCI," Qwest said in a press statement.  "Through this combination,
both the fundamental economics and the future competitive
landscape of the telecommunications industry can be aligned to
deliver long-term value for investors, robust competition and
better services for customers.

"We expect MCI to build upon its declaration of superiority with
specific acts of support, including expeditiously seeking
regulatory approvals of a transaction that it considers superior
and in the best interests of its shareowners."

Under the terms of the MCI/Verizon merger agreement, Verizon has
five business days -- through Friday, April 29, 2005 -- to respond
with a revised proposal.

Under Qwest's irrevocable offer, MCI's Board of Directors has
until May 3, 2005, to change its current recommendation in favor
of the MCI/Verizon merger agreement.

                     Latest Qwest Proposal

On April 21, 2005, Qwest presented MCI with a revised offer
comprised of $16.00 in cash (excluding MCI's March 15 dividend
payment of $0.40 per share) and 3.373 Qwest shares (subject to
adjustment under a collar which fixes the value of the Qwest
shares at $14.00 provided Qwest's share price is between $3.32 and
$4.15) per MCI share.

                 MCI/Verizon Merger Agreement

On March 29, 2005, MCI and Verizon amended their merger agreement.
Under that agreement, each MCI share would receive cash and stock
worth at least $23.10, comprising $8.35 (excluding MCI's March 15
dividend payment of $0.40 per share) as well as the greater of
0.4062 Verizon shares for every share of MCI Common Stock or
Verizon shares valued at $14.75.

                   Verizon Considering Options

Following the board's determination, Verizon indicated that it may
elect to terminate the agreement with MCI:

"Today, MCI reiterated what it expressed over two weeks ago --
namely that it would deem a Qwest offer of $30 to be superior
to the $23.10 provided under the current Verizon-MCI merger
agreement -- apparently concluding that the difference was
sufficient compensation for the increased risks associated with
completing the transaction and executing the business plan
thereafter.

"Verizon believes its pending transaction with MCI creates long-
term, as well as short-term, value for the shareholders of both
companies by protecting the integrity of MCI's business,
ensuring that MCI's customers have continuing access to the
best communications services, retaining key employees, and
stabilizing MCI's financial position and prospects.


"Under the terms of the Verizon-MCI definitive merger agreement,
Verizon may elect to require MCI to continue to finalize its
proxy statement and to organize a meeting of MCI's shareholders
to consider the agreed transaction with Verizon.  Alternatively,
Verizon may elect to terminate the agreement with MCI.  Upon such
a termination, Verizon would be entitled to be paid by MCI a
$240 million break-up fee plus an expense reimbursement of up to
$10 million, and the same amounts would be payable following an
MCI shareholders meeting if the Verizon-MCI transaction were not
approved and an agreement was signed with Qwest.

"In light of the change in this process, we will consider all of
our options and determine how best to serve Verizon shareholders."

                          About Qwest

Qwest Communications International Inc. (NYSE:Q) --
http://www.qwest.com/-- is a leading provider of voice, video and
data services.  With more than 40,000 employees, Qwest is
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.

At Dec. 31, 2004, Qwest Communications' balance sheet showed a
$2,612,000,000 stockholders' deficit, compared to a $1,016,000,000
deficit at Dec. 31, 2003.

                          About MCI

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc.

                         *     *     *

As reported in the Troubled Company Reporter on March 1, 2005,
Standard & Poor's Ratings Services placed its ratings on Denver,
Co.-based diversified telecommunications carrier Qwest
Communications International, Inc., and subsidiaries, including
the 'BB-' corporate credit rating, on CreditWatch with negative
implications.  This follows the company's counter bid to Verizon
Communications, Inc., for long-distance carrier MCI, Inc., for
$3 billion in cash and $5 billion in stock.  MCI also has about
$6 billion of debt outstanding.

The ratings on MCI, including the 'B+' corporate credit rating,
remain on CreditWatch with positive implications, where they were
placed Feb. 14, 2005 following Verizon's announced agreement to
acquire the company.  The positive CreditWatch listing for the MCI
ratings reflects the company's potential acquisition by either
Verizon or Qwest, both of which are more creditworthy entities.
However, the positive CreditWatch listing of the 'B+' rating on
MCI's senior unsecured debt assumes no change to the current MCI
corporate and capital structure under an assumed acquisition by
Qwest, such that this debt would become structurally junior to
other material obligations.

"The negative CreditWatch listing of the Qwest ratings reflects
the higher business risk at MCI if its bid is ultimately
successful," explained Standard & Poor's credit analyst Catherine
Cosentino.  As a long-distance carrier, MCI is facing ongoing
stiff competition from other carriers, especially AT&T Corp.
Moreover, MCI is considered to be competitively disadvantaged
relative to AT&T in terms of its materially smaller presence in
the enterprise segment and fewer local points of presence -- POPs.
The latter, in particular, results in higher access costs relative
to AT&T.  Qwest also faces the challenge of integrating and
strengthening MCI's operations while improving its own
underperforming, net free cash flow negative long-distance
business.  These issues overshadow the positive aspects of Qwest's
incumbent local exchange carrier business that were encompassed in
the former developing outlook.

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Moody's Investors Service has placed the long-term ratings of MCI,
Inc., on review for possible upgrade based on Verizon's plan to
acquire MCI for about $8.9 billion in cash, stock and assumed
debt.

These MCI ratings were placed on review for possible upgrade:

   * B2 Senior Implied
   * B2 Senior Unsecured Rating
   * B3 Issuer rating

Moody's also affirmed MCI's speculative grade liquidity rating at
SGL-1, as near term, MCI's liquidity profile is unchanged.

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications. The action
affects approximately $6 billion of MCI debt.

As reported in the Troubled Company Reporter on Feb. 16, 2005,
Fitch Ratings has placed the 'A+' rating on Verizon Global
Funding's outstanding long-term debt securities on Rating Watch
Negative, and the 'B' senior unsecured debt rating of MCI, Inc.,
on Rating Watch Positive following the announcement that Verizon
Communications will acquire MCI for approximately $4.8 billion in
common stock and $488 million in cash.


MOSAIC GROUP: Chapter 11 Trustee Terminates Claims Agent
--------------------------------------------------------
Jeffrey H. Mims, the chapter 11 Trustee for the estates of Mosaic
Group (US) Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to terminate the services of Bankruptcy Management
Corporation as the official claims and noticing agent.  The
Court's order is effective April 1, 2005.

On Dec. 19, 2002, the Debtors filed their request for authority to
employ Bankruptcy Management as their official claims and noticing
agent.  The Court approved the Debtors' application on Dec. 26,
2002.

The Debtors explained to the Court that Bankruptcy Management's
services were needed to assist them in noticing matters and to
receive, docket and maintain proofs of claim that would otherwise
be unduly time consuming and burdensome for the Clerk of the
Bankruptcy Court to perform.

Mr. Mims has determined that Bankruptcy Management's services are
no longer needed in the Debtors' bankruptcy cases because of the
wind-down status and the unlikelihood of any distribution to
unsecured creditors being made.

The Court also orders that Bankruptcy Management's duties and
responsibilities will be transferred to the Clerk of the
Bankruptcy Court, and all records about the Debtors that
Bankruptcy Management possesses will be transferred to Kane,
Russell, Coleman & Logan, Mr. Mims' counsel.

Headquartered in Irving, Texas, Mosaic Group (US) Inc., --
http://www.mosaic.com/-- a world-leading provider of results-
driven, measurable marketing solutions for global brands, filed
for chapter 11 relief on Dec. 17, 2002 (Bankr. N.D. Tex. Case No.
02-81440).  Charles R. Gibbs, Esq., David H. Botter, Esq., and
Kevin D. Rice, Esq., at Akin, Gump, Strauss, Hauer & Feld,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it estimated
debts and assets of over $100 million each.  Mosaic Group, Inc.,
also sought and obtained protection under the Companies' Creditors
Arrangement Act in Canada.  On June 15, 2004, Jeffrey H. Mims was
appointed as Chapter 11 Trustee for the Debtors' estate.


NORTEL NETWROKS: Board Declares Preferred Stock Dividends
---------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX:NTL.PR.F) and the outstanding Non-
cumulative Redeemable Class A Preferred Shares Series 7
(TSX:NTL.PR.G).

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles.  The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted upwards or
downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively.  The maximum monthly
adjustment for changes in the weighted average daily trading price
of each of the series will be plus or minus 4.0% of Prime.  The
annual floating dividend rate applicable for a month will in no
event be less than 50% of Prime or greater than Prime.  The
dividend on each series is payable on June 13, 2005, to
shareholders of record of such series at the close of business on
May 31, 2005.

                      About the Company

Nortel is a recognized leader in delivering communications
capabilities that enhance the human experience, ignite and power
global commerce, and secure and protect the world's most critical
information.  Serving both service provider and enterprise
customers, Nortel delivers innovative technology solutions
encompassing end-to-end broadband, Voice over IP, multimedia
services and applications, and wireless broadband designed to help
people solve the world's greatest challenges.  Nortel does
business in more than 150 countries.  For more information, visit
Nortel on the Web at http://www.nortel.com/

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation is based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.

The properties are secured by five single-tenant, office/R&D
buildings in Research Triangle Park, North Carolina that are
leased to Nortel (B-/Watch Developing), which guarantees the
payment and performance of all obligations of the leases.  The
lease payments do not fully amortize the notes.  A surety bond
from ZC insures the balloon amount.

Due to the withdrawal of the rating on ZC, Standard & Poor's
current analysis incorporates the rating on Nortel and internal
valuations of the properties, including balloon risk. The
valuations factored in current market data.  The rating will not
necessarily be in alignment with Nortel's due to the balloon risk,
which is no longer mitigated by a rated entity.

A balloon payment of $74.7 million is due at maturity in
August 2016.  If this amount is not repaid, the indenture trustee
can obtain payment from the surety, provided certain conditions
are met.


NORTHSHORE ASSET: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Northshore Asset Management LLC
             208 South LaSalle Street, Suite 1201
             Chicago, Illinois 60606 Debtor:

Bankruptcy Case No.: 05-12797

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      NSCT LLC                                   05-12798
      Saldutti Capital Management, LP            05-12799

Type of Business: The Debtors provide investment management
                  services to private equity and hedge funds and
                  sophisticated investors.  On March 29, 2005, the
                  Honorable Judge Pamela S. Hollis of the U.S.
                  Bankruptcy Court for the Northern District of
                  Illinois, Chicago Division ordered transferring
                  Case Nos. 05-04950, 05-04958 & 05-04959 from the
                  Illinois Court to the U.S. Bankruptcy Court for
                  the Southern District of New York, Manhattan
                  Division.

Chapter 11 Petition Date: April 18, 2005

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Jon C. Vigano, Esq.
                  Patricia J. Fokuo, Esq.
                  Schiff Hardin LLP
                  6600 Sears Towers
                  Chicago, Illinois 60606
                  Tel: (312) 258-5792

Debtors'
Restructuring
Advisor:          Morris Anderson & Associates, Ltd.


                       Total Assets         Total Debts
                       ------------         -----------
Northshore Asset       $10 Million to       $10 Million to
Management LLC         $50 Million          $50 Million

NSCT LLC               $10 Million to       $10 Million to
                       $50 Million          $50 Million

Saldutti Capital       Less than $50,000    Less than $50,000
Management, LP


A.  Northshore Asset Management LLC's 18 Largest Unsecured
    Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Bloomberg L.P.                                 $43,641
499 Park Avenue
New York, NY 10022-1240

Franklin Kites Holdings, LLC                   $32,500
One Thousand Circle, Third Floor
Darien, CT 06820

One Thorndal Circle, Inc.                      $29,313
c/o The Nielsen Company
3 Thorndal Circle
Darien, CT 06103-3597

Robinson & Cole                                $26,600
280 Trumbull Street
Hartford, CT 06103-3597

Anobi Technology Corporation                   $26,200

McDermott, Will, & Emery                       $11,866

LaSalle Adams, LLC                             $11,731

American Express                                $8,966

Accucom Consulting Inc.                         $7,950

Appia Communications                            $4,265

Andrew Russin                                   $3,850

CIT Technology Financial Services               $3,026

CQG                                             $2,403

SBC                                             $2,157

AT & T                                          $1,560

Jefferson Pilot Financial                       $1,100

Avaya Financial Services                        $1,089

Spectrum Global Fund Administration             $3,982


B.  Saldutti Capital Management, LP's 2 Largest Unsecured
    Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
American Express                                $8,966
P.O. Box 0001
Los Angeles, CA 90096-0001

NYSE                                              $345
Grand Central Station
P.O. Box 4695
New York, NY 10163


NORTHWEST AIRLINES: Industry Review Prompts S&P to Pare Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on selected
enhanced equipment trust certificates (EETCs) of Northwest
Airlines Corp. (B/Negative/B-3) unit Northwest Airlines Inc.
(B/Negative/--) as part of an industry wide review of aircraft-
backed debt.

"The rating actions reflect Standard & Poor's concern that
repayment prospects for holders of aircraft-backed debt could
suffer in a potential scenario of multiple, further bankruptcies
of large U.S. airlines weakened by high fuel prices and intense
price competition," said Standard & Poor's credit analyst Philip
Baggaley.  "Downgrades of EETCs were focused on debt instruments
that would be hurt in such a scenario, particularly debt backed by
aircraft that are concentrated heavily with large U.S. airlines
and junior classes that would be at greater risk in negotiated
restructurings or sale of repossessed collateral," the credit
analyst continued.

In the case of Northwest Airlines, ratings were lowered on EETCs
backed at least partly by B757, B747, or Avro regional jet
aircraft, with most of the rating changes affecting junior
certificates.  These planes are either 1980s generation models
and/or lack wide airline operator bases.  Although values of most
aircraft models are currently strengthening, that progress could
be reversed for certain models if several more large U.S. airlines
were to enter bankruptcy.

EETCs that were affirmed were backed mostly by modern technology
Airbus aircraft.  Standard & Poor's also considered in its review
potential adverse effects of an ongoing legal dispute over the
rights of certain creditors to repossess aircraft from bankrupt
United Air Lines Inc.  If a current temporary restraining order
blocking repossession is not overturned, the precedent could be
used to pressure creditors into less favorable negotiated
restructurings in future airline bankruptcies.

The downgrade of Northwest debt is not related to its first-
quarter results being announced today, though some of the trends
affecting those results, such as high fuel prices and price
competition, are concerns that were factored into Standard &
Poor's review of aircraft-backed debt.

The corporate credit ratings on Northwest Airlines Corp. and
Northwest Airlines Inc. reflect:

    (1) a participation in the high-risk passenger airline
        industry,

    (2) the airline's need to lower its relatively high labor
        costs, and

    (3) substantial debt and pension obligations.

The credit profile benefits from satisfactory near-term liquidity,
with $2.46 billion of unrestricted cash.  Northwest has a domestic
route system (two-thirds of total revenue) focused on major
domestic hubs in Minneapolis, Minnesota, and Detroit, Michigan.
The company also has extensive Pacific routes (one-fifth of
revenues, mostly to Japan) and trans-Atlantic service through a
successful joint venture with KLM Royal Dutch Airlines.

Ratings could be lowered if the airline is unable to make further
progress in lowering its relatively high labor costs, or if a
worsening of the overall airline industry environment causes a
material deterioration in Northwest's financial profile.  An
outlook revision to stable is considered less likely, as difficult
industry conditions will remain a challenge even if labor costs
are reduced.


NOVA CHEMICALS: Earns $94 Million of Net Income in First Quarter
----------------------------------------------------------------
NOVA Chemicals Corporation reported net income of $94 million for
the first quarter of 2005.  This compares to net income of
$162 million in the fourth quarter of 2004, which included $131
million of after-tax gains related to a tax settlement and an
asset sale.

In the first quarter of 2004, NOVA Chemicals reported net income
of $7 million.

"Net income from our two businesses totaled $91 million, or $1.03
of our total $1.06 earnings per share.  This is the most we've
earned in a quarter since the second quarter of 2000," said Jeff
Lipton, NOVA Chemicals' President and Chief Executive Officer.
"Earnings from both businesses improved each month from the
seasonally weak December through January period.  We believe both
industry fundamentals and our company specific improvements
continue to point to a long period of strong earnings."

                     First Quarter Snapshot

Olefins/Polyolefins:

   -- Net income of $112 million in Q1 of 2005 compares to
      $82 million in Q4 2004

   -- The Company's Corunna, Ontario flexi-cracker co-product
      volumes and margin contributed significantly to the net
      income improvement

Styrenics:

   -- Net loss of $21 million in the first quarter versus a net
      loss of $17 million in Q4 2004

   -- Each month in the quarter showed marked improvement from the
      previous month

Corporate:

   -- Cash flow from operations was $96 million

   -- Ended the quarter with $227 million in cash

   -- Repurchased 2.6 million shares during the quarter and
      completed the 7.5 million share buyback program

   NOVA Chemicals Highlights
   (unaudited, millions of U.S. dollars except
    per share amounts and as noted)
                                               --------------------------
                                                   Three Months Ended
                                               --------------------------
                                               Mar. 31  Dec. 31  Mar. 31
                                                 2005     2004     2004
                                               -------- -------- --------
   Net income (loss)(1)
     Olefins/Polyolefins                       $   112  $    82  $    32
     Styrenics                                     (21)     (17)     (22)
     Corporate and other(2)                          3       97       (3)
                                                -------  -------  -------
                                               $    94  $   162  $     7
                                                =======  =======  =======

   Earnings per common share
     Basic                                     $  1.12  $  1.91  $  0.08
     Diluted                                   $  1.06  $  1.78  $  0.08

   Weighted-average common shares
    outstanding (millions)(3)
     Basic                                          83       85       87
     Diluted                                        90       92       89

   Revenue                                     $ 1,488  $ 1,527  $ 1,126
   EBITDA(4)                                   $   242  $   123  $   121

   Depreciation and amortization               $    72  $    72  $    80
   Funds from operations                       $   155  $    76  $    87
   Capital expenditures (net)                  $    73  $   100  $    43
   Average capital employed(5)                 $ 3,393  $ 3,455  $ 3,205
   After-tax return on capital employed(6)       13.3%    21.3%     3.6%
   Return on average common equity(7)            26.4%    45.3%     2.2%

   (1) On Jan. 1, 2005, NOVA Chemicals adopted new Canadian accounting
       standards, which require our preferred shares to be classified as
       debt. Accordingly, any dividends associated with these preferred
       shares were reclassified to interest expense. All prior periods
       have been restated.
   (2) See "Corporate and other" table below for a description of all
       corporate items.
   (3) Weighted-average number of common shares outstanding during the
       period used to calculate the earnings per share. See Note 6 under
       Notes to Consolidated Financial Statements for more information.
   (4) Net income before income taxes, other gains and losses, interest
       expense and depreciation and amortization. See Consolidated
       Statement of Income and Reinvested Earnings and Supplemental
       Measures.
   (5) Average capital employed equals cash expended on plant, property
       and equipment (less accumulated depreciation and amortization) and
       working capital, and excludes assets under construction and
       investments. Amounts are converted to U.S. dollars using
       quarter-end exchange rates. See Supplemental Measures.
   (6) After-tax return on capital employed equals NOVA Chemicals' net
       income plus after-tax interest expense (annualized) divided by
       average capital employed. See Supplemental Measures.
   (7) Return on average common equity equals annualized net income
       divided by average common equity.


NOVA Chemicals -- http://www.novachemicals.com/-- produces
ethylene, polyethylene, styrene monomer and styrenic polymers,
which are used in a wide range of consumer and industrial goods.
NOVA Chemicals manufactures its products at 18 operating
facilities located in the United States, Canada, France, the
Netherlands and the United Kingdom.  The company also has five
technology centers that support research and development
initiatives. NOVA Chemicals Corporation shares trade on the
Toronto and New York stock exchanges under the trading symbol NCX.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 27, 2005,
Moody's Investors Service affirmed the Ba2 senior unsecured
ratings of NOVA Chemicals Corporation, and revised its ratings
outlook to stable from negative.

Moody's also changed the company's speculative grade liquidity
rating to SGL-1 from SGL-2.  The outlook revision was prompted by
NOVA's announcement that it expects to receive a cash payment of
approximately $110 million stemming from its resolution of a tax
dispute with U.S. Internal Revenue Service.  This is in addition
to the $80 million received in the fourth quarter of 2004 from the
sale of its ethane gathering system.  The ratings affirmations
reflects Moody's view that the combination of the cyclical upturn
in petrochemicals, and these one-time cash inflows, will enable
the company to maintain a robust cash balance despite anticipated
share repurchases and the pending maturity of $100 million of
debentures in September 2005.

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Standard & Poor's Ratings Services revised its outlook on
petrochemicals producer Nova Chemicals Corp. to stable from
negative.  At the same time, Standard & Poor's affirmed the 'BB+'
long-term corporate credit and senior unsecured debt ratings on
Nova.


OMEGA HEALTHCARE: Declares $0.21 Per Common Share Dividend
----------------------------------------------------------
Omega Healthcare Investors, Inc.'s (NYSE:OHI) Board of Directors
declared a common stock dividend of $0.21 per share, a $0.01
increase over the prior quarter, and announced the release date of
the Company's first quarter results and earnings call.

                        Common Dividends

The Company's Board of Directors announced a common stock dividend
of $0.21 per share, to be paid May 16, 2005, to common
stockholders of record on May 2, 2005.  At the date of this
release the Company had approximately 51 million common shares
outstanding.

                   First Quarter Earnings Call

The Company scheduled to release its earnings results for the
quarter ended March 31, 2005, on Thursday, April 28, 2005.  In
conjunction with its release, the Company will be conducting a
conference call on April 28, 2005, at 10 a.m. EDT to review its
first quarter 2005 results and current developments.

To listen to the conference call via webcast, log on to
http://www.omegahealthcare.com/and click the "earnings call" icon
on the Company's homepage.  Webcast replays of the call will be
available on the Company's website for at least two weeks
following the call.  Additionally, a copy of the earnings release
will be available on the "news releases" section of the Company's
website.

Omega is a real estate investment trust investing in and providing
financing to the long-term care industry. At December 31, 2004,
the Company owned or held mortgages on 221 skilled nursing and
assisted living facilities with approximately 23,105 beds located
in 29 states and operated by 42 third-party healthcare operating
companies.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2004,
Fitch Ratings published a credit analysis report on Omega
Healthcare Investors, Inc., providing insight into Fitch's
rationale for its ratings of:

   -- $300 million of outstanding senior unsecured notes 'BB';
   -- $168 million of preferred stock 'B'.

Fitch said the rating outlook is stable.


PASADENA GATEWAY: Wants to Hire Marilee A. Madan as Bankr. Counsel
------------------------------------------------------------------
Pasadena Gateway Venture, Ltd., asks the U.S. Bankruptcy Court for
the Southern District of Texas for permission to employ Marilee A.
Madan, P.C., as its general bankruptcy counsel.

Marilee A. Madan is expected to:

   a) file appropriate pleadings with the Court, represent the
      Debtor's interests in any and all hearings related to its
      bankruptcy case before the Court, and assist the Debtor in
      determining the property of the Estate and take control
      of that property;

   b) provide the Debtor with legal advice with respect to its
      powers, duties and rights as debtor-in-possession in the
      continued management and operation of its business;

   c) negotiate with creditors and parties in interest on matters
      affecting the Debtor and its estate, and assist in the
      development and filing of a disclosure statement and plan of
      reorganization;

   d) assist in the determination of the extent, validity, and
      priority of any and all claims asserted against the Debtor's
      estate;

   e) prepare on behalf of the Debtor, all applications, answers,
      orders, reports and any other legal papers which may need to
      be filed during the pendency of its chapter 11 case;

   f) review all claims asserted against the Debtors' estate and
      to object to those claims, as necessary and required; and

   g) provide all other legal services to the Debtor that are
      appropriate and necessary in its chapter 11 case.

Marilee A. Madan, Esq., is the lead attorney for the Debtor.  Ms.
Madan discloses that her Firm received a $26,000 retainer.

Ms. Madan reports her Firm's professionals bill:

    Designation               Hourly Rate
    -----------               -----------
    Partner                   $300
    Associates                $175 - $250
    Law Clerks/Paralegals     $40  - $90

Marilee A. Madan assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Houston, Texas, Pasadena Gateway Venture, Ltd.,
filed for chapter 11 protection on April 3, 2005 (Bankr. S.D. Tex.
Case No. 05-34900).  When the Debtor filed for protection from its
creditors, it reported estimated assets of $10 million to $50
million and estimated debts of $1 million to $10 million.


PEABODY ENERGY: Moody's Revises Rating Outlook to Positive
----------------------------------------------------------
Moody's Investor Service affirmed Peabody Energy's Ba3 senior
unsecured rating and its Ba2 senior implied rating and changed the
outlook to positive from stable.  All other ratings were affirmed.
The positive outlook reflects Moody's view that Peabody will
continue to improve its debt coverage metrics in 2005 as it
benefits from continued strong coal markets and a stabilization of
its debt.  The Ba2 senior implied rating reflects Peabody's
diversified low-cost operations, extensive and geographically
diversified reserves of high quality coal, strong management, and
portfolio of long-term coal supply agreements with a large number
of electricity generation customers.  However, the rating also
reflects the volatile nature of the coal mining business and cost
pressures that may constrain Peabody's free cash flow and limit
its ability to materially reduce debt.

Ratings affirmed are:

   * Senior unsecured bond rating, Ba3
   * Senior implied rating, Ba2
   * Senior unsecured issuer rating, Ba3
   * Speculative grade liquidity rating, SGL-1

Peabody's strong position across a variety of coal markets,
coupled with its overall cost position within the coal industry,
should enable it to continue to improve on the debt coverage
metrics experienced in 2004.  An increase in rating is possible if
Peabody demonstrates the ability to consistently generate retained
cash flow (cash from operations before changes in working capital
and after dividends) to debt in the range of 20 to 25%, and free
cash flow to debt in the range of 5 to 10%.  The rating could be
lowered if the company weakens its leverage and debt protection
measurements through debt financed acquisitions or suffers a
sustained period of lower coal prices and/or higher operating or
regulatory costs.

Peabody's ratings have been constrained by Moody's concerns about
industry-wide cost trends, which could restrain Peabody's
operating cash flow, limit its ability to materially reduce debt,
and exacerbate the consequences of its considerable retiree
benefit, workers' compensation, and reclamation liabilities, which
totaled approximately $1.7 billion at December 31, 2004.  While
Moody's recognizes that most of these liabilities are long term in
nature, they a carry high cash service cost, which totaled
approximately $200 million in 2004, exclusive of a $52 million
voluntary pension fund contribution.  Additionally, operating
costs are likely to continue to be pressured by normal reserve
degradation and higher input costs such as employee health care,
energy and steel.  The cost of acquiring Powder River Basin (PRB)
reserves by lease has recently increased, further impacting the
ability of companies operating in this region to generate
sufficient free cash flow to meaningfully reduce debt.  Peabody's
free cash flow averaged negative $5.5 million per annum over the
past 3 years.

Moody's rates Peabody's senior unsecured debt one notch below the
senior implied rating reflecting the heavy weighting of prior
ranking obligations in the capital structure.  At December 31,
2004 secured debt and L/C's issued under the secured revolver
totaled $794 million, $200 million was utilized under the accounts
receivable facility, and the company's annual rentals under
equipment lease obligations were $108 million in 2004, equivalent
to $864 million of debt by application of an 8x multiple to such
rentals.  These prior ranking obligations comprise 68% of the
total of these obligations plus senior unsecured debt.

Peabody Energy's SGL-1 speculative grade liquidity rating reflects
the company's very good liquidity and Moody's expectation that the
company's cash and operating cash flow will adequately cover
interest, capital expenditures, debt amortization and dividends
over the next 12 months.  At December 31, 2004, Peabody had used
$346 million of its $900 million revolving credit facility, solely
for letters of credit.  Usage is not expected to be constrained by
the facility's financial covenants.  Peabody Energy has several
alternatives for arranging other sources of liquidity.

Peabody Energy Corporation, headquartered in St. Louis, Missouri,
is the world's largest private-sector coal company with revenues
in 2004 of $3.6 billion.


RAMP SERIES 2005-RZ1: Moody's Rates $2MM Class M-9 Certs. at Ba1
----------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by RAMP Series 2005-RZ1 Trust, and ratings
ranging from Aa1 to Ba1 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
mortgage loans acquired by Residential Funding Corporation under
its Home Solution Program.  The program was established for
first-lien mortgage loans with high loan-to-value ratios of up to
107%. The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination,
overcollateralization, and excess spread.  The credit quality of
the loan pool is similar to a typical pool backing RZ
transactions.

HomeComings Financial Network, Inc., will service the loans, and
RFC will act as master servicer.  Moody's has assigned Homecomings
its servicer quality rating of SQ1 and SQ2 as a primary servicer
of prime loans and subprime loans, respectively, and RFC its top
servicer quality rating (SQ1) as master servicer.

The complete rating actions are:

   * Class A-1, $81,700,000, rated Aaa
   * Class A-2, $61,800,000, rated Aaa
   * Class A-3, $26,136,000, rated Aaa
   * Class M-1, $6,150,000, rated Aaa
   * Class M-2, $4,100,000, rated Aa1
   * Class M-3, $4,100,000, rated Aa2
   * Class M-4, $4,100,000, rated Aa3
   * Class M-5, $3,075,000, rated A1
   * Class M-6, $2,050,000, rated A2
   * Class M-7, $2,050,000, rated A3
   * Class M-8, $2,563,000, rated Baa2
   * Class M-9, $2,050,000, rated Ba1


RAVELSTON CORP: Ontario Court Appoints RSM Richter as Receiver
--------------------------------------------------------------
The Ontario Superior Court of Justice appointed RSM Richter Inc.
as receiver of all of The Ravelston Corporation Limited's and
Ravelston Management Inc.'s assets (except for certain shares held
directly or indirectly by them, including shares of Hollinger Inc.
and RMI).  The order also provides a stay of proceedings commenced
or continued against or in respect of either or both of Ravelston
and RMI and any such proceedings currently under way (including
Hollinger's lawsuit announced on March 29, 2005 as it pertains to
Ravelston and RMI) until May 20, 2005, or such later date as the
Court may order.

RSM Richter -- http://www.rsmrichter.com/-- is one of the largest
independent accounting, business advisory and consulting firms in
Canada.

                       Event of Default

As a result of the commencement of these proceedings by RMI, an
Event of Default has occurred under terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011.  RMI is a guarantor of
Hollinger's Notes.  With respect to both the Senior Secured Notes
and the Second Priority Notes, the relevant trustee under the
Indenture or the holders of at least 25 percent of the outstanding
principal amount of the relevant Notes have the right to
accelerate the maturity of the Notes.

Until the Event of Default is remedied or a waiver is provided by
holders of the Notes, the terms of the Indentures will prevent
Hollinger from honouring retractions of its Series II Preference
Shares.  Accordingly, Hollinger has concluded that it is not able
to complete retractions of any Series II Preference Shares
submitted after April 19, 2005 without unduly impairing its
liquidity.  Therefore, retractions of Hollinger's outstanding
Series II Preference Shares submitted after such date are
suspended until further notice.  Retraction of any shares which
are not withdrawn will be completed if and when Hollinger's
liquidity position permits.  Pending completion of retractions,
holders do not become creditors of Hollinger but remain as
shareholders.  Holders may exercise their right to withdraw their
retraction notices at any time.  In order to exercise the
withdrawal right, holders should contact the Computershare Call
Centre - Shareholder Services at 1 (800) 564-6253.

               Seizes Collateral for Ravelston Debt

As reported in the Troubled Company Reporter on Apr. 15, 2005,
Hollinger Inc. served formal notice on The Ravelston Corporation
Limited to vacate the premises occupied by Ravelston and related
companies, including Argus Corporation Limited, in Hollinger's
head office building located at 10 Toronto Street, Toronto, not
later than May 31, 2005.

Hollinger has also taken steps to immediately seize shares held by
Ravelston in Hollinger, Argus and other Ravelston-related
companies.  These shares are part of the collateral for debt in
the amount of approximately $15 million owing by Ravelston to
Hollinger, which debt is in default.  The collateral represents
part of the direct and indirect control position held by Ravelston
in Hollinger.  This action by Hollinger is separate from its
recently announced lawsuit against Conrad Black, Ravelston and
related parties for $550 million in monetary damages and
$86 million reimbursement of amounts owing by Ravelston to
Hollinger plus accrued interest and costs.

                      About the Company

Hollinger's principal asset is its 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, Ontario.


REAL MEX: Extends Sr. Secured Debt Exchange Offer Until Apr. 29
---------------------------------------------------------------
Real Mex Restaurants, Inc., extended the expiration date for its
previously announced exchange offer relating to its outstanding
10% Senior Secured Notes Due 2010 which commenced on Sept. 28,
2004.

The exchange offer, which was initially scheduled to expire on
October 27, 2004, has been extended until 5:00 p.m., E.S.T. on
April 29, 2005.  Holders of Notes previously tendered for exchange
shall have the right to withdraw tenders of Notes at any time
prior to the expiration of the exchange offer.  As of this date,
holders of $104,925,000, or approximately 100% of the outstanding
principal amount of Notes have tendered their Notes for exchange.
As previously announced, the Company has temporarily suspended the
use of its exchange offer prospectus.  Such suspension shall
continue to be in effect until further notice from the Company.

                       About the Company

Headquartered in Long Beach, California, Real Mex Restaurants is
the largest full-service, casual dining Mexican restaurant chain
operator in the United States, with 164 restaurants in California
and an additional 35 company-owned restaurants in twelve other
states.  These include 70 El Torito Restaurants, 69 company-owned
Chevys Fresh Mex Restaurants, 38 Acapulco Mexican Restaurants, 6
El Torito Grill Restaurants, 5 company-owned Fuzios Universal
Pasta Restaurants, the Las Brisas Restaurant in Laguna Beach, and
several regional restaurant concepts such as Who-Song & Larry's,
Casa Gallardo, El Paso Cantina, Keystone Grill and GuadalaHARRY's.
Real Mex Restaurants is committed to the highest standards and is
dedicated to serving the freshest Mexican food with excellent
service in a clean, comfortable, and friendly environment.  For
more information, please visit the company's websites at
http://www.eltorito.com/,http://www.chevys.com/or
http://www.acapulcorestaurants.com/

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 14, 2005,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on casual-dining restaurant
operator Real Mex Restaurants, Inc.  All ratings were removed from
CreditWatch.  The outlook is stable.

The ratings affirmation follows Real Mex's acquisition of Chevys
Inc., for $77.9 million, to be funded through a $70 million senior
unsecured term loan and cash balances.  The acquisition of Chevys,
the second-largest casual-dining Mexican restaurant in California,
improves the company's market position in California, where its El
Torito and Acapulco concepts are the largest and third-largest
casual-dining Mexican restaurant chains, respectively.

Standard & Poor's believes the acquisition risk is limited because
Real Mex is already adept at operating casual-dining Mexican
restaurants in California.  Moreover, the company could realize
cost savings from the consolidation of general and administrative
expenses, as well as lower food distribution costs.  Pro forma
leverage will be high, but will remain about the same as previous
levels, with total lease-adjusted debt to EBITDA at about 5.0x.

"The ratings reflect Real Mex's participation in the highly
competitive restaurant industry, its small size and regional
concentration, weak cash flow protection measures, and a highly
leveraged capital structure," said Standard & Poor's credit
analyst Robert Lichtenstein.  The company is a small player in the
highly competitive casual-dining sector of the restaurant
industry.

Although Real Mex has a leading position in California as a
casual-dining Mexican restaurant operator, the company maintains a
relatively small market share among overall casual-dining chains.
Many of its competitors have substantially greater financial and
marketing resources, and continue to expand rapidly.  Moreover,
Real Mex is regionally concentrated, with about 90% of its
restaurants in California.


RFB CELLULAR: Two Subsidiaries Selling Spectrum Licenses
--------------------------------------------------------
Two of RFB Cellular's subsidiaries in California and Massachusetts
are selling their spectrum licenses.  Alpine-California F L.L.C.
and Alpine-Hyannis F L.L.C. ask the U.S. Bankruptcy Court for the
Central District of California, for authority to sell their 10-mh
spectrum licenses in the 1.9 GHz spectrum band.

Alpine-California has a $3.9 million cash offer from Leap Wireless
International Inc. for the spectrum license covering Bakersfield,
California.

Alpine-Hyannis has a $640,000 offer from Verizon Wireless for the
spectrum license covering Hyannis, Massachusetts.

The Court will convene a sale hearing on May 17, 2005, at 2:00
p.m.

Headquartered in Gaylord, Michigan, RFB Celllular Inc., filed for
chapter 11 protection on August 5, 2003 (Bankr. C.D. Calif. Case
No. 03-12187).  Jeffrey N. Pomerantz, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub represents the Debtor.  When the
Company filed for protection from its creditors, it listed $100
million in assets and debts.


RESIDENTIAL ASSET: S&P Pares Ratings on Two Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes from RAMP Series 2002-RS2 Trust:

    (1) the rating on class M-I-3 (fixed-rate loan group) is
        lowered to 'B' from 'BB-', and

    (2) the rating on class M-II-3 (adjustable-rate loan group) is
        lowered to 'B' from 'BB'.

Concurrently, ratings are affirmed on the remaining classes from
the same series.  RAMP Series 2002-RS2 Trust (Residential Asset
Mortgage Products Inc.) is an affiliate of Residential Funding
Corp.

The lowered ratings reflect:

    (1) Continued erosion of credit support due to adverse
        collateral pool performance;

    (2) Overcollateralization (o/c) that has been reduced to
        $318,838 (fixed-rate group) and $138,251 (adjustable-rate
        group); and

    (3) Serious delinquencies (90-plus days, foreclosure, and REO)
        for the fixed- and adjustable-rate loan groups of 10.29%
        and 31.09%, respectively.

As of the March 2005 remittance period, cumulative realized
losses, as a percentage of original pool balance, totaled 1.35%
($5,223,265) and 3.69% ($2,872,292) for the fixed- and adjustable-
rate loan groups, respectively.  With respect to the fixed-rate
loan group, at least 40% of the cumulative losses have occurred in
the last 12 months.  Furthermore, due to adverse collateral pool
performance of both loan groups, the transaction is unable to
benefit from the cross-collateralization of excess interest to
cover losses.

Credit support for the M-I-3 and M-II-3 classes is provided by
excess interest and o/c; all other classes receive additional
support from subordination.  Current credit enhancement (prior to
giving credit to excess spread) for the classes with lowered
ratings is as follows:

    (1) Class M-I-3: 0.42%
    (2) Class M-II-3: 0.83%

In both cases, the current support percentages are below original
support levels.  Standard & Poor's will continue to closely
monitor the performance of the transaction, adjusting the ratings,
accordingly.

The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite the poor performance of the
mortgage loans.

The collateral for this transaction consists of fixed- or
adjustable-rate, first- or second-lien loans, secured primarily by
one- to four- family residential properties.

                           Ratings Lowered
                      RAMP Series 2002-RS2 Trust
           Mortgage asset-backed pass-thru certs series 2002-RS2

                                     Rating
                                     ------
                         Class   To          From
                         -----   --          ----
                         M-I-3   B           BB-
                         M-II-3  B           BB

                           Ratings Affirmed
                      RAMP Series 2002-RS2 Trust
           Mortgage asset-backed pass-thru certs series 2002-RS2

                       Class                  Rating
                       -----                  ------
                       A-I-4*, A-I-5, A-II    AAA
                       M-I-1, M-II-1          AA
                       M-I-2, M-II-2          A

*Denotes bond-insured transaction ratings that reflect the
financial strength of their respective bond insurer.


RICHARDSON ELECTRONICS: Receives Nasdaq Delisting Notice
--------------------------------------------------------
Richardson Electronics, Ltd. (Nasdaq: RELL) received a Nasdaq
Staff Determination Letter on April 19, 2005, indicating that the
Company is subject to potential delisting by April 28, 2005, from
The Nasdaq National Market because it is not in compliance with
Nasdaq Marketplace Rule 4310(c)(14) as a result of the Company's
previously announced inability to timely file its Form 10-Q for
the quarter ended February 26, 2005.

The Company will request a hearing before a Nasdaq Listing
Qualifications Panel to appeal the Nasdaq staff's notification and
request continued listing, which will stay the delisting until the
appeal has been heard and the panel has rendered its decision.
Until a decision is made on the appeal the Company's trading
symbol will be "RELLE".

As previously announced, the filing of the Company's Form 10-Q for
the quarter ended February 26, 2005, has been delayed in order to
provide additional time for the Company's current independent
auditors to complete a review of certain currency translation
adjustments and to reach agreement with our prior auditors
regarding their impact on prior periods.  The Company is working
to resolve these matters and expects to file its required filings
as soon as practicable following the completion of this review.
These adjustments will not impact the Company's previously
reported net cash flows, revenues or operating income.

                      Form 10-Q Filing Delay

The Company filed an extension of the Apr. 7, 2005 filing deadline
for its quarterly report on Form 10-Q for the period ended
Feb. 26, 2005, with the Securities and Exchange Commission in
order to correct the accounting treatment relating to certain
currency translation adjustments and complete the preparation of
its filing.

On April 7, 2005, the Company's management, in consultation with
the Company's independent accounting firm and the Audit Committee
of the Board of Directors, concluded that the Company's previously
issued consolidated financial statements for the quarter ended
November 27, 2004 and its earnings release for the quarter ending
February 26, 2005, should be restated to correct the Company's
method of accounting for currency translation adjustments under
Financial Accounting Standard No. 52.  The Company is finalizing
its analysis of the impact on these periods and is continuing to
evaluate the accounting correction on prior periods and has not
yet determined whether it will need to restate any other prior
periods.  These adjustments will not impact the Company's
previously reported net cash flows, revenues, or operating income.

The Company expects to file its quarterly report on Form 10-Q for
the period ended February 26, 2005, on or before the 5th calendar
day following the prescribed due date and to amend its quarterly
report on Form 10-Q for the period ended November 27, 2004.  The
Company's late filing and restatement will result in a default of
the Company's secured revolving credit agreement with respect to
the timely delivery of financial statements.  The Company is
currently discussing with its senior lenders if a waiver is needed
under its secured revolving credit facility, relating to the
restatement.

As a result of the Company's determination to restate its
consolidated financial results as discussed above, the financial
statements for the quarter ended November 27, 2004, and the
earnings release for the quarter ended February 26, 2005, will be
corrected accordingly.

                  About Richardson Electronics

Richardson Electronics, Ltd., is a global provider of "engineered
solutions," serving the RF and wireless communications, industrial
power conversion, security and display systems markets.  The
Company delivers engineered solutions for its customers' needs
through product manufacturing, systems integration, prototype
design and manufacture, testing and logistics.


ROBERT HERRINGTON: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Robert Nolan Herrington
             P.O. Box 1301
             Mont Belview, Texas 77580

Bankruptcy Case No.: 05-20575

Type of Business: The Debtor owns Herrington Equipment Company.
                  Elite Rentals of Louisiana, Ltd., dba Herrington
                  Equipment Company filed for chapter 11
                  protection on April 22, 2005 (Bankr. S.D. Tex.
                  Case No. 02-20955), and is represented by Jim
                  Evans, Esq., and Harlin C. Womble, Jr., Esq., at
                  Jordan, Hyden, Womble & Culbreth, P.C.
                  Bankruptcy Court records indicate that Elite
                  Rentals confirmed a chapter 11 plan on Sept. 4,
                  2003, and the case remains open.

Chapter 11 Petition Date: April 19, 2005

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtors' Counsel: Ronald Hornberger, Esq.
                  Plunkett & Gibson Inc.
                  70 Northeast Loop 410, Suite 1100
                  San Antonio, Texas 78216
                  Tel: (210) 734-7092

Estimated Assets: $500,000 to $1 Million

Estimated Debts: $1 Million to $10 Million

Debtors' 16 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bank of America, NA           Personal Guaranty       $1,624,559
300 Louisiana Street
Houston, TX 77002

Volvo Commercial Finance      Personal Guaranty         $606,692
A Division of VFS US LLC
7025 Albert Pick Road,
Suite 105
P.O. Box 26131
Greensboro, NC 27402-6131

Volvo Commercial Finance      Personal Guaranty         $537,047
A Division of VFS US LLC
7025 Albert Pick Road,
Suite 105
P.O. Box 26131
Greensboro, NC 27402-6131

Textron Financial             Personal Guaranty         $518,383
Corporation
P.O. Box 2299
Little Rock, AR 72203-2299

Caterpillar Financial         Personal Guaranty         $393,644
Services Corp.
P.O. Box 730681
Dallas, TX 75373-0681

Deutsche Financial Services   Personal Guaranty         $299,778
Deutsche Financial Group
625 Maryville Centre Drive,
Suite 100
St. Louis, MO 63141

Komatsu Financial Limited     Personal Guaranty         $265,133
Partnership
1333 Butterfield Road,
Suite 600
P.O. Box 7049
Downers Grove, IL 60515-7049

Deutsche Financial Services   Personal Guaranty         $133,762
Deutsche Financial Group
625 Maryville Centre Drive,
Suite 100
St. Louis, MO 63141

Citicapital Commercial        Personal Guaranty         $121,105
Corporation
fka Associates Commercial
Corporation
P.O. Box 868
Addison, TX 75001-0868

Caterpillar Financial         Personal Guaranty         $115,805
Services Corp.
4975 Preston Park Blvd.,
Suite 280
Plano, TX 75093

Deere Credit, Inc.            Personal Guaranty         $250,000
Leasing Department                                    (Estimate)
P.O. Box 6600
Johnstown, IA 50131-6600

Deere Credit, Inc.            Personal Guaranty         $100,000
Golf & Turf Department                                (Estimate)
P.O. Box 6600
Johnstown, IA 50131-6600

Textron Financial             Personal Guaranty         $100,000
P.O. Box 6687                                         (Estimate)
Providence, RI 02940-6687

South Trust Bank              Personal Guaranty          $41,143
fka Bayshore National Bank
6810 Garth Road
Baytown, TX 77521

Citicapital Commercial        Personal Guaranty          $13,529
Corporation
fka Associates Commercial
Corporation
P.O. Box 868
Addison, TX 7501-0868

Deutsche Financial Services   Personal Guaranty          $10,541
Deutsche Financial Group
625 Maryville Centre Drive,
Suite 100
St. Louis, MO 63141


RURAL CELLULAR: Won't Declare Quarterly Pref. Stock Dividends
-------------------------------------------------------------
Rural Cellular Corporation's (NASDAQ:RCCC) Board of Directors has
determined not to declare the quarterly dividend payable on the
11-3/8% Senior Exchangeable Preferred Stock and the 12-1/4% Junior
Exchangeable Preferred Stock.  These dividends would have been
payable in cash on May 15, 2005, to holders of record on May 1,
2005.

                       About the Company

Rural Cellular Corporation (NASDAQ:RCCC), based in Alexandria,
Minnesota, provides wireless communication services to Midwest,
Northeast, South and Northwest markets located in 14 states.

                        *     *     *

As reported in the Troubled Company Reporter on March 1, 2005,
Standard & Poor's Ratings Services revised its outlook on Rural
Cellular Corp. to negative from stable due to continued high debt
leverage and lower-than-anticipated EBITDA for 2005.  Ratings on
the company, including the 'B-' corporate credit rating, were
affirmed.  As of Dec. 31, 2004, total debt outstanding was about
$1.3 billion; including preferred stock, debt comes to about
$1.9 billion.


SAN ANTONIO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: San Antonio Gateway Plaza Apartments, L.C.
        2431 Pinn
        San Antonio, Texas 78227

Bankruptcy Case No.: 05-52078

Type of Business: The Debtor owns and manages apartments in San
                  Antonio.

Chapter 11 Petition Date: April 13, 2005

Court: Western District of Texas (San Antonio)

Judge: Bankruptcy Judge Leif M. Clark

Debtor's Counsel: James Samuel Wilkins, Esq.
                  Willis & Wilkins, LLP
                  100 West Houston Street, Suite 1275
                  San Antonio, Texas 78205
                  Tel: (210) 271-9212
                  Fax: (210) 271-9389

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
The Home Depot Supply                             $6,279
P.O. Box 509058
San Diego, CA 92150-9058

Unique Staff Leasing Co.                          $4,655
4538 Centerview
San Antonio, TX 78228

Bill J. Gregory                                   $4,205
16500 San Pedro Avenue, Suite 215
San Antonio, TX 78232

Redi Carpet                                       $3,567
P.O. Box 973897
Dallas, TX 79397-3897

Jimeneez, Jorge                                   $2,059
4180 Diversey
Converse, TX 78109

Unlimited Parts & Supply                          $1,502
4946 Center Park Blvd.
San Antonio, TX 78218

Surface Specialist                                $1,424
9090 Green Road
Converse, TX 78109

Grande Disposal, Inc.                             $1,032
P.O. Box 200064
San Antonio, TX 78220

BG Personnel Services                               $945
P.O. Box 803312
Dallas, TX 75380-3312

ICI Dulux Pain Centers                              $834
21033 Network Place
Chicago, IL 60673-1210

For Rent Magazine                                   $780
75 Remittance Drive, Suite 1711
Chicago, IL 60675-1711

River City Pool Service                             $755
P.O. Box 27293
San Antonio, TX 78227-0293

Dye Masters of San Antonio, LLC                     $633
P.O. Box 769272
San Antonio, TX 78245

A&C Cleaning                                        $490
4100 Parkdale, #3611
San Antonio, TX 78229

Alfonso's Lawncare, Inc.                            $377
3700 Frederickburg Road, Suite 229
San Antonio, TX 78201

Duane K. Killian                                    $300
10307 Crystal Field
San Antonio, TX 78250

Texas Mobile Auto Glass, Inc.                       $208
1978 Austin Highway
San Antonio, TX 78218

Rent.Com                                            $199
c/o Viva Group, Inc.
Department 1987
Los Angeles, CA 90087-1987

Hope Apartment Locators                             $199
13620 Northwest Military Highway, Suite C
San Antonio, TX 78231

San Antonio Apartment Ass., Inc.                    $170
6363 De Zavala, Suite 300
San Antonio, TX 78249


SAXON ASSET: Moody's Junks Class BF-1 of Series 2000-4 & 2001-1
---------------------------------------------------------------
Moody's Investors Service has downgraded ten subordinate
certificates from five transactions, upgraded three subordinate
certificates from three transactions, and confirmed the rating of
one subordinate certificate from one transaction, all issued by
Saxon Asset Securities Trust in 2000 and 2001.  These certificates
are secured by fixed rate and adjustable rate home equity loans.
The review focused on the bonds' current credit enhancement levels
compared to the current projected loss numbers.

The underlying collateral of the certificates have been downgraded
because they are performing worse than Moody's original
expectations.  The credit profile of the certificates being
upgraded have strengthened due to the build-up of credit
enhancement relative to expected future losses in the underlying
mortgage pools.

The complete rating actions are:

Downgrades:

   * Series 2000-1; Class MF-2, downgraded to Baa1 from A2
   * Series 2000-1; Class BF-1, downgraded to B3 from Ba3
   * Series 2000-4; Class MF-2, downgraded to Ba2 from Baa2
   * Series 2000-4; Class BF-1, downgraded to Ca from B1
   * Series 2001-1; Class MF-2, downgraded to Ba2 from Baa2
   * Series 2001-1; Class BF-1, downgraded to Ca from B2
   * Series 2001-2; Class M-2, downgraded to Baa1 from A2
   * Series 2001-2; Class B-1, downgraded to Ba2 from Baa2
   * Series 2001-3; Class M-2, downgraded to Baa1 from A2
   * Series 2001-3; Class B, downgraded to Ba1 from Baa2

Upgrades:

   * Series 2000-1; Class MV-2, upgraded to Aaa from Aa2
   * Series 2000-4; Class MV-2, upgraded to Aaa from Aa2
   * Series 2001-1; Class MV-2, upgraded to Aaa from Aa3

Confirmed:

   * Series 2001-2; Class M-1, current rating Aa2 confirmed


SBA COMMUNICATIONS: Debt Outstanding Cues S&P to Watch Junk Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for four
wireless tower companies:

    (1) SpectraSite Inc. ('B+' corporate credit rating),

    (2) Crown Castle International Corp. ('B'),

    (3) AAT Communications Corp. ('B-'), and

    (4) SBA Communications Corp. ('CCC+'),

as well as related entities -- on CreditWatch with positive
implications.  These ratings join those for American Tower Corp.
(B-/Watch Pos/--), which were placed on CreditWatch with positive
implications Jan. 14, 2005.  These companies collectively have
approximately $7 billion of debt outstanding.

These CreditWatch listings relate to an industry review being
conducted by Standard & Poor's of the tower leasing business and
the position of the companies within this industry.
"Strengthening business prospects could support higher ratings for
the companies in this sector," said Standard & Poor's credit
analyst Catherine Cosentino.  "The wireless carriers, particularly
the large national players, are expected to continue to increase
their geographic footprint, coverage, and capacity to support
increased minutes of use both for voice and expanding broadband
services.  Tower companies will benefit from these trends, which
should continue to bolster increased tower co-location."

Reflecting the high operating leverage in this industry, gross
profit margins are very high for companies in this sector and
EBITDA margins tend to rapidly improve as additional tenants are
added to existing towers.  For 2004, gross profit margins for the
tower leasing business were in excess of 60% for the group, and
EBITDA margins ranged from about 30%-60%, with the lower end
attributable to the effects of operations in the less-profitable
site development business of SBA Communications Corp.

While SBA has significantly higher leverage than its peers, at
about 14x for 2004 on an operating lease-adjusted basis, its
business profile may support a higher corporate credit rating than
the current 'CCC+' (depending on Standard & Poor's assessment of
its liquidity over the next few years) given its ongoing growth in
lease rental revenues.

As part of this review, Standard & Poor's will be evaluating its
ratings guidelines for the sector to determine if the industry
supports less stringent financial guidelines based on overall
business characteristics.  If we conclude that the business risk
of the sector is stronger than that which we previously
incorporated in our guidelines, we will provide new thresholds
when the CreditWatch listings are resolved.  The qualitative
measures may also be revised to introduce metrics more
representative of the current state of the industry, including
such possible measures as revenue per tower and debt to revenue.

The recent change in operating lease accounting adopted by the
tower operators does not affect the business prospects or cash
flow prospects for the industry.  It has had the impact of
increasing the size of reported minimum cash lease commitments for
most of the tower companies.  However, the increase in such
minimum recognized commitments is also indicative of the high rate
of contract renewal in this business, which is not expected to
abate.

Standard & Poor's will meet with management at the tower companies
to discuss their financial policies, including stock repurchase
and dividend plans, as well as the possibility for additional
acquisitions in resolving the CreditWatch listings.


SCOTIA PACIFIC: Moody's Slices Rating on $463.35MM Notes to B1
--------------------------------------------------------------
Moody's lowered the ratings on the three outstanding classes of
Timber Collateralized Notes issued by Scotia Pacific Company LLC.
The rating action reflects concern over continued weak cash flow
from timber operations due to recent regulatory reversals at the
state level and financial difficulties at The Pacific Lumber
Company -- PALCO, the parent of Scotia Pacific and the servicer in
the transaction.  These problems have been ongoing for a number of
years, due to changes in regulations that govern timber
harvesting, changes in the regulatory bodies that oversee
environmental and timber matters, and pending court actions.
Moody's believes the increased uncertainty warrants a rating
action at this time.

The complete rating actions are:

   -- Scotia Pacific Company LLC Timber Collateralized Notes,
      Final Maturity July 2028

      * $160.700 million Class A-1 Notes Scheduled Maturity
        January 2007, rating lowered to Ba3, on review for
        possible downgrade, from a rating of Baa2

      * $243.200 million Class A-2 Notes, Scheduled Maturity
        January 2014, rating lowered to B1, on review for possible
        downgrade, from a rating of Baa3

      * $463.348 million Class A3 Notes, Scheduled Maturity
        January 2014, rating lowered to B1, on review for possible
        downgrade, from a rating of Ba1

All three ratings will remain on review for possible downgrade.

In particular, Moody's notes that there is increased risk that
there will be insufficient cash to make full payment of interest
on the July payment date.  If this occurs and an event of default
is declared, repayment will be made on a pari passu, pro rata
basis to all investors based on their principal amount
outstanding.  Currently repayment is on a sequential basis, with
Class A-1 principal repaid before Class A-2 principal, and Class
A-2 principal repaid prior to Class A-3 principal.

The primary asset underlying the transaction, over 200,000 acres
of timber property in northern California, is unique and provides
investors with considerable protection.  Unlike other structured
finance assets, timber that is not harvested today remains
available to be harvested and provide cash flow at a later time.
In addition, Scotia Pacific and its parent, The Pacific Lumber
Company, are required to manage the property on a sustained yield
basis.  This means that if harvesting occurs at maximum permitted
levels, on average, timber growth tends to replace the harvested
amount at a rate that permits harvest levels to be maintained.

Scotia Pacific Company LLC is a wholly owned subsidiary of The
Pacific Lumber Company -- PALCO.  It is structured to be a
bankruptcy-remote entity and its assets are segregated from those
of PALCO and PALCO's parent corporations. Scotia Pacific's
principal asset consists of timber property and an associated
database integral to managing the property.

PALCO is a 140-year-old lumber and timber products company located
in Scotia, California.  In addition to owning Scotia Pacific,
PALCO is the primary purchaser of the timber harvested by Scotia
Pacific.  PALCO is a wholly owned subsidiary of Houston-based
Maxxam Inc.  Neither PALCO nor Maxxam are currently rated by
Moody's.


SECURITY CAPITAL: Ernst & Young Won't Seek Re-Appointment
---------------------------------------------------------
Ernst & Young LLP, Security Capital Corporation's (AMEX: SCC)
principal accountant, notified the Chairman of the Audit Committee
of the Company's Board of Directors on April 15, 2005, that it
declines to stand for re-appointment as the Company's principal
accountant after completion of the current annual audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2004.  The Audit Committee has commenced the process of selecting
an independent registered public accounting firm to replace Ernst
& Young as the Company's principal accountant.

The Company's two reportable segments are employer cost
containment and health services, and educational services.  The
employer cost containment and health services segment consists of
WC Holdings, Inc., which provides services to employers and their
employees primarily relating to industrial health and safety,
industrial medical care, workers' compensation insurance and the
direct and indirect costs associated therewith.  The educational
segment consists of Primrose Holdings, Inc., which is engaged in
the franchising of educational child care centers, with related
activities in real estate consulting and site selection services
in the Southeast and Southwest.

         Fourth Quarter Results & Form 10-K Filing Delay

Security Capital reported its operating results for the quarter
and year ended December 31, 2004, and that it was not yet in a
position to file its Annual Report on Form 10-K for the year ended
December 31, 2004.  The filing of the Company's Form 10-Q for the
quarter ended September 30, 2004, was delayed as a result of the
Company's previously announced internal investigation.  The
investigation was completed, and the Third Quarter Form 10-Q was
filed on March 11, 2005.  As a result of the delayed filing of the
Third Quarter Form 10-Q, the Company needs additional time to
complete its 2004 Form 10-K.  The Company said it is working
diligently and hopes to be in a position to file the 2004
Form 10-K by April 29, 2005.

The Company estimates that, for the quarter ended December 31,
2004, income from continuing operations will be approximately
$1,600,000 compared to $1,652,000 for the quarter ended Dec. 31,
2003.  The Company also estimates that basic and diluted earnings
per common share from continuing operations will be $0.25 and
$0.22, respectively, for the quarter ended December 31, 2004,
compared to basic and diluted earnings per common share from
continuing operations of $0.24 and $0.22, respectively, for the
quarter ended December 31, 2003.  The Company further estimates
that income available to common stockholders for the quarter ended
December 31, 2004, will be approximately $2,350,000 compared to
$1,296,000 for the quarter ended December 31, 2003.  The Company
also estimates that basic and diluted earnings per common share
will be $0.37 and $0.34, respectively, for the quarter ended
December 31, 2004 compared to basic and diluted earnings per
common share of $0.20 and $0.18, respectively, for the quarter
ended December 31, 2003.

The Company estimates that, for the year ended December 31, 2004,
income from continuing operations will be approximately
$5,300,000, compared to $5,352,000 for the year ended December 31,
2003.  The Company also estimates that basic and diluted earnings
per common share from continuing operations will be $0.62 and
$0.54, respectively, for the year ended December 31, 2004,
compared to basic and diluted earnings per common share from
continuing operations of $0.76 and $0.69, respectively, for the
year ended December 31, 2003.  The Company further estimates that
income available to common stockholders for the year ended
December 31, 2004 will be approximately $2,000,000 compared to
$2,926,000 for the year ended December 31, 2003.  The Company also
estimates that basic and diluted earnings per common share will be
$0.31 and $0.24, respectively, compared to basic and diluted
earnings per common share of $0.45 and $0.38, respectively, for
the year ended December 31, 2003.

For the year ended December 31, 2004, income from continuing
operations has been reduced by $754,000 for additional accretion
relating to the redemption of all the Company's zero coupon
convertible preferred stock.   Additionally, income from
continuing operations included expenses of $200,000 and $600,000
for the quarter and year ended December 31, 2004, respectively,
associated with the Company's Special Committee's exploration of
strategic alternatives and $900,000 for the quarter and year ended
December 31, 2004, associated with the Company's previously
announced internal investigation.

                       Delisting Notice

As a result of the Company's failure to timely file the 2004
Form 10-K, as required by Sections 134 and 1101 of the American
Stock Exchange Company Guide, the Company may no longer be in
compliance with the continued listing requirements of the AMEX
and, pursuant Section 1003(d) of the Company Guide, such failure
to timely file the 2004 Form 10-K may be deemed a material
violation of the Company's listing agreement with AMEX.  On
April 14, 2005, the Company notified the AMEX Listing
Qualifications Staff of such possible noncompliance.  The Company
is in discussions with the Staff regarding this matter.

                       About the Company

Security Capital Corporation operates as a holding company and
participates in the management of its subsidiaries, WC Holdings,
Primrose Holdings Inc. and Pumpkin Masters Holdings Inc.

WC is an 80%-owned subsidiary that provides cost-containment
services relative to direct and indirect costs of corporations and
their employees primarily relating to industrial health and
safety, industrial medical care and workers' compensation
insurance.  WC's activities are primarily centered in California,
Ohio, Virginia, Maryland and, to a lesser extent, in other Middle
Atlantic states, Indiana and Washington.  Primrose is a 98.5%-
owned subsidiary involved in the franchising of educational
childcare centers.  Primrose schools are located throughout the
United States, except in the Northeast and Northwest.  Pumpkin is
a wholly owned subsidiary engaged in the business of designing and
distributing Halloween-oriented pumpkin carving kits and related
accessories.


SECURITIZED ASSET: Moody's Rates $13.19MM Class B-4 Certs. at Ba1
-----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by Securitized Asset Backed Receivables
LLC Trust 2005-OP1, and ratings ranging from Aa1 to Ba1 to the
mezzanine and subordinate certificates in the deal.

The securitization is backed by adjustable-rate (74%) and
fixed-rate (26%) subprime mortgage loans purchased from Option One
Mortgage Corporation.  The ratings are based primarily on the
credit quality of the loans, and on the protection from
subordination, overcollateralization, and excess spread.  The
credit quality of the loan pool is in line with the average loan
pool backing recent subprime securitizations.

Option One Mortgage Corporation will service the loans.  Moody's
has assigned Option One its top servicer quality rating as a
primary servicer of subprime loans.

The complete rating actions are:

   * Class A-1A, $639,979,000, Senior P&I, Variable, rated Aaa
   * Class A-1B, $159,995,000, Senior P&I, Variable, rated Aaa
   * Class A-2A, $127,428,000, Senior P&I, Variable, rated Aaa
   * Class A-2B, $64,404,000, Senior P&I, Variable, rated Aaa
   * Class A-2C, $50,357,000, Senior P&I, Variable, rated Aaa
   * Class M-1, $42,214,000, Mezzanine P&I, Variable, rated Aa1
   * Class M-2, $67,938,000, Mezzanine P&I, Variable, rated Aa2
   * Class M-3, $66,619,000, Mezzanine P&I, Variable, rated A2
   * Class M-4, $18,469,000, Mezzanine P&I, Variable, rated A3
   * Class B-1, $13,852,000, Subordinate P&I, Variable, rated Baa1
   * Class B-2, $11,213,000, Subordinate P&I, Variable, rated Baa2
   * Class B-3, $9,894,000, Subordinate P&I, Variable, rated Baa3
   * Class B-4, $13,192,000, Subordinate P&I, Variable, rated Ba1

Class A-1A, class A-1B, and class B-4 have been sold in a
privately negotiated transaction without registration under the
Securities Act of 1933 under circumstances reasonably designed to
preclude a distribution thereof in violation of the Act.  The
issuance has been designed to permit resale under rule 144A.


SEMINIS VEGETABLE: Moody's Cancels Ratings After Monsanto Buy-Out
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings for Seminis
Vegetable Seeds, Inc.  Seminis was acquired on March 23, 2005 by
Monsanto Company (Baa1).  Monsanto has effectively eliminated the
majority of Seminis' rated debt and will not be providing
guarantees on any small amounts of debt that remain.  In addition,
Monsanto will no longer be providing audited financials on Seminis
such that there will be insufficient information to assess
effectively the creditworthiness of the issuer.

Ratings withdrawn are:

   * $75 million senior secured revolver, maturing 9/08 - Ba3,
   * $90 million senior secured term loan, maturing 9/09 - Ba3,
   * $340 million 10.25% senior subordinated notes, due 2013 - B3,
   * Senior implied - B1,
   * Unsecured issuer rating - B2.

Seminis Vegetable Seeds, Inc., now a subsidiary of Monsanto
Company, is developer, producer and marketer of vegetable and
fruit seeds with sales in more than 150 countries.  Seminis
reported FY04 (ending 9/30/04) revenue of $526 million.


SILICON GRAPHICS: Poor Performance Prompts S&P to Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Mountain View, California-based Silicon Graphics,
Inc. (SGI), and revised its outlook to negative from developing.
The outlook revision reflects weak revenues and operating
performance in the March 2005 quarter, and limited liquidity.

"The ratings on Silicon Graphics reflect a leveraged financial
profile, declining annual revenues, and negative free operating
cash flow.  While SGI has a good technology position in high-end
computing and graphics solutions, the company has been struggling
to establish revenue stability and profitability in the highly
competitive technical workstation, server and storage markets,"
said Standard & Poor's credit analyst Martha Toll-Reed.  The
company's efforts have been hampered by reduced growth rates in
information technology spending, particularly for high-end
equipment, and a highly competitive industry environment.

SGI had revenues of $159 million in the quarter ended March 25,
2005, down 25% from the prior year period.  Although the company
has continued to implement cost-reduction actions, EBITDA levels
have been volatile, with an EBITDA loss (before restructuring
charges) of about $15 million in the March 2005 quarter, compared
to positive EBITDA of $18 million in the seasonally stronger
December 2004 quarter.  Given weak profitability levels, leverage
remains high and debt protection metrics are weak.


SOLECTRON CORP: Calls for Redemption of 9.625% Senior Notes
-----------------------------------------------------------
Solectron Corporation (NYSE:SLR) has called for redemption on
May 20, 2005, all of its 9.625 percent senior notes due 2009.
There is $500 million aggregate principal amount of the notes
outstanding.

The notes will be redeemed at a total redemption price equal to
the greater of:

     (1) 104.813 percent of the principal amount of the notes,
         plus accrued and unpaid interest, and

     (2) a make-whole premium on the notes, plus, to the extent
         not included in the make-whole premium, accrued and
         unpaid interest to, but not including, the date of
         redemption.

Under the terms of the indenture governing the notes, the make-
whole premium with respect to the notes is the sum of the present
values of the remaining scheduled payments of interest, principal
and premium thereon as if the notes were redeemed on Feb. 15,
2006, discounted to the date of redemption on a semiannual basis
at the treasury rate plus 50 basis points.  All notes will be
automatically redeemed on May 20, 2005, after which interest will
cease to accrue.

The company has reported cash flow from operations in the six
months ended Feb. 25, 2005, of approximately $477 million and
currently has a total cash balance of approximately $1.96 billion.
The company is applying some of its liquidity to the redemption in
order to eliminate the interest expense of the notes.

A notice of redemption and a letter of transmittal (which may be
used to surrender notes for redemption) are being mailed to all
registered holders of the notes.  Copies of the notice of
redemption and the letter of transmittal may be obtained from the
conversion and redemption agent, U.S. Bank, National Association,
by calling Paula Oswald at 213-615-6043.

Solectron Corporation -- http://www.solectron.com/-- provides a
full range of worldwide manufacturing and integrated supply chain
services to the world's premier high-tech electronics companies.
Solectron's offerings include new-product design and introduction
services, materials management, product manufacturing, and product
warranty and end-of-life support.  The company is based in
Milpitas, California, and had sales from continuing operations of
$11.64 billion in fiscal 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2005,
Fitch Ratings affirmed Solectron Corporation's debt ratings:

   -- 'BB-' senior unsecured debt;
   -- 'BB+' senior secured bank credit facility;
   -- 'B' subordinated debt.

Fitch says the rating outlook is stable.  Approximately
$1.2 billion of debt is affected by Fitch's action.


SPECTRASITE INC.: Industry Review Cues S&P to Watch Low-B Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for four
wireless tower companies:

    (1) SpectraSite Inc. ('B+' corporate credit rating),

    (2) Crown Castle International Corp. ('B'),

    (3) AAT Communications Corp. ('B-'), and

    (4) SBA Communications Corp. ('CCC+'),

as well as related entities -- on CreditWatch with positive
implications.  These ratings join those for American Tower Corp.
(B-/Watch Pos/--), which were placed on CreditWatch with positive
implications Jan. 14, 2005.  These companies collectively have
approximately $7 billion of debt outstanding.

These CreditWatch listings relate to an industry review being
conducted by Standard & Poor's of the tower leasing business and
the position of the companies within this industry.
"Strengthening business prospects could support higher ratings for
the companies in this sector," said Standard & Poor's credit
analyst Catherine Cosentino.  "The wireless carriers, particularly
the large national players, are expected to continue to increase
their geographic footprint, coverage, and capacity to support
increased minutes of use both for voice and expanding broadband
services.  Tower companies will benefit from these trends, which
should continue to bolster increased tower co-location."

Reflecting the high operating leverage in this industry, gross
profit margins are very high for companies in this sector and
EBITDA margins tend to rapidly improve as additional tenants are
added to existing towers.  For 2004, gross profit margins for the
tower leasing business were in excess of 60% for the group, and
EBITDA margins ranged from about 30%-60%, with the lower end
attributable to the effects of operations in the less-profitable
site development business of SBA Communications Corp.

While SBA has significantly higher leverage than its peers, at
about 14x for 2004 on an operating lease-adjusted basis, its
business profile may support a higher corporate credit rating than
the current 'CCC+' (depending on Standard & Poor's assessment of
its liquidity over the next few years) given its ongoing growth in
lease rental revenues.

As part of this review, Standard & Poor's will be evaluating its
ratings guidelines for the sector to determine if the industry
supports less stringent financial guidelines based on overall
business characteristics.  If we conclude that the business risk
of the sector is stronger than that which we previously
incorporated in our guidelines, we will provide new thresholds
when the CreditWatch listings are resolved.  The qualitative
measures may also be revised to introduce metrics more
representative of the current state of the industry, including
such possible measures as revenue per tower and debt to revenue.

The recent change in operating lease accounting adopted by the
tower operators does not affect the business prospects or cash
flow prospects for the industry.  It has had the impact of
increasing the size of reported minimum cash lease commitments for
most of the tower companies.  However, the increase in such
minimum recognized commitments is also indicative of the high rate
of contract renewal in this business, which is not expected to
abate.

Standard & Poor's will meet with management at the tower companies
to discuss their financial policies, including stock repurchase
and dividend plans, as well as the possibility for additional
acquisitions in resolving the CreditWatch listings.


STRUTHERS INDUSTRIES: Sells Assets for Approximately $6 Million
---------------------------------------------------------------
As previously reported, Struthers Industries Inc. asked the U.S.
Bankruptcy Court for the Southern District of Mississippi for
authority to sell its assets after it failed to recover under its
confirmed plan of reorganization.  The Company opted to sell its
assets to maximize creditor recoveries.

An auction to sell the company's assets was held on April 20,
2005.  There were 35 qualified bids submitted.

Bidding Results

   * Michael Fox International, Inc., submitted the highest bid
     for Struthers' machinery and equipment at $2,475,000.

   * Struthers' beachfront property located in Bay St. Louis,
     Mississippi fetched a $1.3 million bid from James MacPhaille.

   * Struthers' two items of intellectual property:

          -- one sold for $500,000 to Thermal Engineering
             International, Inc., and

          -- the other one sold for $175,000 to Thermax, Ltd.

   * The combined IP resulted in the winning bid of $1.1 million
     from TEI.

   * The Creosote Road property was sold at $675,000 to Lance
     Densing.

   * The 34th Street property was sold to certain prepetition
     lenders for $300,000.

   * Accounts receivable sold for $125,000 to Libra Holdings.

   * Struthers Industries as a going concern sold for $2.1 million
     to TEI.

The Honorable Edward R. Gaines approved the sale transactions to
the respective winning bidders.

The Court also approved the Company's request to change its name
to SII Liquidating, Inc., after the sale transactions close,
because the company sold its name and has no right to use it post-
closing.

Equity Partners, Inc., the Company's broker, will receive a
$301,000 commission for orchestrating these asset sales.

Stuthers Industries, Inc. -- http://www.struthersind.com/--  
designs and fabricates heat transfer equipment including shell and
tube heat exchangers, Feedwater heaters and waste heat boilers.
The company filed for chapter 11 protection on Mar. 9, 1998
(Bankr. N.D. Okla. Case No. 98-00882).  Randall S. Pickard, Esq.,
in Tulsa, Oklahoma, represents the Debtor.  When it filed for
bankruptcy, it listed $155.5 million in assets and $196.9 million
in debts.


SYNBIOTICS CORP: Proposing 1-for-2,000 Reverse Split to Go Private
------------------------------------------------------------------
Synbiotics Corporation (Pink Sheets:SBIO) will seek shareholder
approval for Synbiotics to "go private."  Specifically, Synbiotics
is proposing a 1-for-2,000 reverse split of its common stock, with
a payment in lieu of issuing fractional shares, followed by a
2,000-for-1 forward split of its common stock.  The cash payment
in lieu of fractional shares will be at the rate of $0.13 per pre-
reverse split share traceable to the fractional shares.

The purpose of the proposal is to reduce the number of Synbiotics'
shareholders of record to below 300.  This, in turn, will enable
Synbiotics under the applicable legal standards to elect to
deregister its securities under the Securities Exchange Act of
1934, thereby "going private."  Synbiotics would deregister as
soon as possible, in order to:

     (i) eliminate the costs associated with preparing and filing
         documents under the 1934 Act with the U.S. Securities and
         Exchange Commission;

    (ii) eliminate or reduce the costs and other burdens
         associated with being a 1934 Act registrant, including
         the costs of complying with Section 404 of the Sarbanes-
         Oxley Act of 2002 as to internal control over financial
         reporting;

   (iii) avoid the requirement of regular mandatory disclosure of
         financial information and management analyses, to the
         public but also to our competitors and commercial
         counterparties, even when such disclosure would be
         adverse to a Synbiotics objective;

    (iv) reduce the costs of administering shareholder accounts
         and responding to shareholder requests;

     (v) provide liquidity to shareholders holding less than 2,000
         pre-reverse split shares of common stock; and

    (vi) provide greater flexibility in the management and
         governance of Synbiotics.

The cost savings associated with "going private" would be,
Synbiotics believes, a minimum of $245,000 in the first full year
alone.

In order to finance the cash payment in lieu of fractional shares,
Synbiotics has entered into an agreement to sell 180 newly issued
and unregistered shares of Series C preferred stock to Redwood
Holdings, LLC for $180,000 cash.  Redwood Holdings, LLC, is an
affiliate of Synbiotics' controlling shareholder, Redwood West
Coast, LLC, and its directors Thomas A. Donelan and Christopher P.
Hendy.  Any such sale of Series C preferred stock is contingent
upon the shareholder approval of the proposed transaction.  This
equity investment to maintain cash levels is required by
Synbiotics' lender Comerica Bank as a condition to its waiver of
Synbiotics' covenant not to repurchase common stock.

                        About the Company

Synbiotics Corporation -- http://www.synbiotics.com/-- develops,
manufactures and markets veterinary diagnostics, instrumentation
and related products for the companion animal, large animal and
poultry markets worldwide.  Headquartered in San Diego,
California, Synbiotics manufactures and distributes its products
through its operations in San Diego, Calif., and Lyon, France.

                        *     *     *

                     Going Concern Doubt

After reviewing Synbiotics Corporation's 2004 financial
statements, LEVITZ, ZACKS & CICERIC, says it has substantial doubt
about the company's ability to continue as a going concern.  The
auditing firm points to the Company's $46,113,000 accumulated
deficit, the fact that $1,000,000 of contractual obligations are
coming due in July and another $1,500,000 contractual obligation,
to the same party, comes due in July 2006.  Synbiotics has told
the auditing firm that it doesn't believe its cash position will
be sufficient to fund its operations and service its debt for the
next twelve months if it also pays the $1,000,000 due in July
2005.


SYRATECH CORP: Creditors Committee Taps Bowditch as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Syratech
Corporation and its debtor-affiliates' chapter 11 cases asks the
U.S. Bankruptcy Court for the District of Massachusetts, Eastern
Division, for authority to hire Bowditch & Dewey, LLP, as its
counsel, nunc pro tunc to February 25, 2005.

Bowditch & Dewey will:

      a) advise the Committee on its rights, duties and
         responsibilities in these cases;

      b) assist the Committee's investigation of the acts,
         conduct, assets, liabilities and financial condition of
         the Debtors, and any other matter relevant to these
         cases;

      c) evaluate the Debtor's plan of reorganization;

      d) prepare pleadings, applications and objections as may be
         necessary in the furtherance of the Committee's
         interests and objectives;

      e) assist the Committee in considering the appointment of a
         trustee or examiner, as and if appropriate;

      f) consult with the Debtors, their counsel and other
         professionals retained in this case and the United
         States Trustee concerning the administration of the
         estate;

      g) represent the Committee in hearings and other judicial
         proceedings; and

      h) perform other legal services as may be required and are
         deemed to be in the interest of the Committee and the
         unsecured creditors in accordance with those powers and
         duties set forth in the Bankruptcy Code.

The Debtor will pay Bowditch & Dewey for the professional services
it will provide the Committee based on these hourly rates:

               Designation              Rates
               -----------              -----
               Partners                $235-500
               Associates              $150-220
               Legal Assistants        & 75-125

George W. Tetler III, Esq., and Mark W. Powers, Esq., are the
attorneys expected to be principally involved in this case.  Mr.
Tetler bills $395 per hour and Mr. Powers bills $275 per hour.

To the best of the Committee's knowledge, Bowditch & Dewey is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Boston, Massachusetts, Syratech Corporation --
http://www.syratech.com/-- manufactures, markets, imports and
sells tabletop giftware and home decor products.  The Debtor,
along with its affiliates, filed for chapter 11 protection on Feb.
16, 2005 (Bankr. D. Mass. Case No. 05-11062).  Andrew M. Troop,
Esq. Arthur R. Cormier, Jr., Esq., Christopher R. Mirick, Esq.,
at Weil, Gotshal & Manges LLPWhen the Debtors filed for protection
from their creditors, they listed $86,845,512 in total assets and
$251,387,015 in total debts.


TEXAS STATE: Moody's Slices Rating on Subordinate Bonds to B3
-------------------------------------------------------------
Moody Investors Service has downgraded the rating of Texas State
Affordable Housing Corporation Multifamily Housing Revenue Bonds
(Housing Initiatives Corporation - Arborstone/Baybrook/Crescent
Oaks Development) Senior Series 2001A&B to Ba3 from Baa3 and
Subordinate Series 2001C to B3 from Ba3.  The outlook on the
ratings remain negative.  The bonds remain on the watchlist.

The underlying rating downgrades reflects a lower then anticipated
rental revenue stream, as evidenced by a current debt service
coverage ratio of below 1x coverage on the senior and subordinate
bonds as determined from a combination of monthly unaudited
financial statements as well as annualized projections on the
properties.  This marks a rapid and significant decline from two
quarters ago and an even greater decline from projected senior and
subordinate coverage levels of 1.40x and 1.25x respectively.  The
ratings have been downgraded due to the continued weakened
financial performance of the properties compared with projected
debt service coverage levels.  The bonds are secured by the
revenues from three cross collateralized properties, Arborstone
Apartments, Baybrook Apartments and Crescent Oaks Apartments, as
well as by funds and investments pledged to the trustee under the
indenture as security for the bonds.

Vacancy and dwelling adjustments reflecting concessions, loss to
lease, non-revenue units, delinquencies and past due collections
have increased significantly with the Arborstone and Baybrook
properties.  While occupancy has slowly trickled up to a weighted
average of 88% as of April 11, 2005 stabilization has not yet been
achieved and continued volatility in occupancy rates are
anticipated.  In addition to the lower than projected occupancy,
Arborstone had recently suffered damage attributable to a fire.
The damage had left one building of eight units uninhabitable.
Insurance proceeds and borrower infusions have since restored the
building where tenants are now renting.  These events as well as
high vacancies contribute to the volatility in occupancy.
Arborstone together with Baybrook account for 76% of the apartment
pool (1,312 units).  Occupancy levels for Arbostone has hovered
around the low 80 percentiles for the past year (currently 88%),
while Baybrook has declined to a current 84%.  Crescent Oaks (429
units) continues to exhibit strong and stabilized occupancy (96%
as of 4/11/05).  As of 4/11/05 occupancy levels for Arborstone,
Baybrook and Crescent Oaks were 88%, 84% and 96% respectively.  In
an effort to reach higher occupancy and underwriittn rent levels,
HIC has proactively implemented changes in property managers.
Asset Plus who is property manager for Crescent Oaks is now also
managing Baybrook.  Myan management has been contracted to manage
Arborstone.

The erosion of debt service coverage levels is a direct result of
a decline in rental revenues as exhibited in increased vacancies.
While the Arborstone/Baybrook/Crescent Oaks Apartment Pool has
continued to generate rental revenues suffice to pay debt service,
they have been experiencing some softness in the market.  As
previously reported, the Baybrook property in Webster, Texas and
the Arborstone property in Dallas have been most affected.
Webster has experienced some softness in the market as reflected
in the performance of the Baybrook property.  Baybrook accounts
for 776 units of the 1741 unit apartment pool (approximately 44%).
Webster has recently suffered job loss due to closures of large
retail establishments such as Walmart and Best Buy.  The affect of
these closures has trickled down to the rental market of Webster,
as evidenced by the fluctuating occupancy of the Baybrook
Apartments project.  The unemployment rate of Webster and Dallas
continue to have a negative impact on stabilized occupancy and
collected rents.  Strong marketing and concessions are in place
and occupancy has already incrementally increased. Utility
expenses and insurance premiums in particular, continue to rise,
exerting downward pressure on the net operating income on all
three properties.  While high insurance premiums continue to be
the norm, Asset Plus, Myan and KPE Development management
companies continue to shop for competitive rates in this market.

Credit Strengths:

   * Senior and Subordinate Debt Service Reserve Funds are fully
     funded

   * Overall occupancy is slowly rising. As stabilization nears,
     rental revenues should increase net operating income

   * The project has assumed new property managers and a trustee,
     both specializing in distressed securities

Credit Challenges:

   * Property needs to increase occupancy and reach stabilization

   * Low rates continue to convert renters to homeowners, reducing
     the supply of prospective tenants

   * Dallas and Webster continue to suffer job loss translating to
     higher vacancy rates of their respective submarkets

Recent Developments/Results:

Fire damage suffered by Arborstone Apartments in October of 2004
has been fully restored and is now being rented, slowly increasing
occupancy.  In connection with increased occupancy, new property
managers have been in place.  Asset Plus and Myan management have
expertise in distressed projects and are focusing efforts on
marketing the properties.  US Bank has assumed the role of
trustee. The borrower has contributed funds to the marketing and
renovation of the properties to further attract tenants.
Outlook

The current outlook is negative for the Senior and Subordinate
Bonds and the bonds remain on watch.  This reflects the soft
market environment of the properties, debt service coverage levels
continuing to trend negatively and prolonged vacancies in the
pooled apartment units.


TFM S.A.: Fitch Puts B+ Rating on $460 Mil. 9.375% Senior Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'B+' foreign currency rating to the
US$460 million 9.375% senior notes due 2012 issued by TFM, S.A. de
C.V.  Fitch has also affirmed the 'B+' foreign and local currency
senior unsecured ratings of TFM.  The Rating Outlook is Stable.
The foreign currency rating also applies to TFM's US$150 million
senior notes due 2007 and the company's US$180 million senior
notes due 2012.  The proceeds from this new issuance will be used
primarily to repurchase TFM's US$443 million 11.75% senior notes
due 2009 that are also rated 'B+'.

TFM's 'B+' ratings reflect the company's challenging operating
environment, high leverage, flat earnings, and tight liquidity.
Over the last two years, TFM has operated in a challenging
environment characterized by higher fuel costs, a depreciating
Mexican peso versus the U.S. dollar and a general shift in
manufacturing to China from several countries, including Mexico.
This latter factor has resulted in a decline in the shipment of
cargo from some sectors served by the company, including
automotive.  In 2004, TFM's revenues of approximately US$700
million were flat vis-a-vis those of 2003.

TFM remains highly levered. As of Dec. 31, 2004, TFM had about
US$1.4 billion in total debt, consisting of US$773 million in
unsecured bonds, a US$133 million term loan and an estimated
US$504 million of off-balance debt associated with lease
obligations.  TFM's EBITDAR, which is defined as EBITDA plus the
company's annual locomotive and railcar lease payments, was US$277
million in 2004 or about the same level as in 2003.  The ratio of
total debt-to-EBITDAR has remained at about 5.0 times throughout
the last several years.  EBITDAR covered fixed expenses, defined
as interest expense plus lease payments, by about 1.7x in 2004.

TFM's liquidity is poor with only US$14.2 million of cash as of
Dec. 31, 2004.  Fitch believes, that neither the completed
transaction to sell Grupo TMM's indirect stake in TFM to Kansas
City Southern -- KCS -- nor the resolution of TFM's value added
tax claim is likely to provide any cash for debt reduction at TFM.
Despite the continued favorable court rulings for TFM's claim to
an estimated US$1 billion value added tax refund from the Mexican
government, a considerable amount of doubt exists as to whether
any portion of TFM's VAT refund will be in the form of cash.

The Mexican government holds a PUT option for its 20% equity
interest in TFM.  Grupo TFM's shareholder is obligated to acquire
the shares that the government holds in TFM if they are not
purchased by the public.  In one scenario, the government could
put its 20% of TFM's shares to Grupo TFM, and Grupo TFM could
acquire the Mexican government's 20% stake in TFM.  Because the
government has lost most of the steps in TFM's VAT negotiation
process, it could effectively offset the VAT refund it owes to TFM
with the proceeds of the sale of TFM in a cashless transaction as
proposed by Grupo TFM's shareholders.

Fitch views the transaction completed on April 1, 2005 in which
Grupo TMM sold its 51% voting interest in Grupo TFM to KCS as
being mildly positive for TFM.  The transaction replaced TFM's
financially distressed controlling shareholder, Grupo TMM, with
KCS, a U.S. entity that has a stronger financial profile but one
that is also highly leveraged.  In addition, TFM will likely be
able to continue refinancing and borrowing at a lower cost under
the control of KCS which is a somewhat stronger financially vis-a-
vis Grupo TMM.  Despite becoming the controlling stockholder of
TFM, KCS continues to be a small railway and about two-thirds of
its future operating earnings will be generated by the Mexican
operations.

TFM holds the concession to operate Mexico's northeastern rail
lines and is Mexico's largest railroad by volume.  The company
transports more than 40% of Mexican rail volume and owns more than
2,600 miles of rail track.  TFM is the only Mexican carrier to
Laredo, Texas, the largest freight exchange point between the
United States and Mexico.  TFM also serves three of Mexico's four
primary seaports and approximately 80% of the company's revenue is
related to international freight.  In 2004, TFM's revenues were
generated from the following main industries:

           * agro-industrial (21%),
           * cement,
           * metals and
           * minerals (20%),
           * chemical and petrochemical (18%),
           * automotive (17%),
           * manufacturing and industrial (11%) and
           * intermodal (7%).

TFM is an operating company 80% owned by Grupo TFM and 20% owned
by the Mexican government.  KCS now owns all the common stock of
Grupo TFM, a holding company, and controls all of the shares of
TFM that carry full voting rights.


TFM S.A.: Raises $386 Million in 11.75% Sr. Discount Debt Offer
---------------------------------------------------------------
TFM, S.A. de C.V., a subsidiary of Kansas City Southern
(NYSE:KSU), accepted for purchase tenders equal to approximately
$386.0 million principal amount of its 11.75% Senior Discount
Debentures due 2009 of its majority owned subsidiary, TFM, S.A. de
C.V. on April 20, 2005.  The Notes accepted for payment were
tendered on or prior to the Consent Deadline of 5:00 p.m. New York
time, April 14, 2005, pursuant to the previously announced consent
solicitation and tender offer for the Notes, and TFM made payments
to Holders of the Notes of the Total Consideration plus Accrued
Interest.

As part of its pending tender offer for the Notes, TFM was
soliciting consents to eliminate substantially all of the
restrictive covenants included in the indenture under which the
Notes were issued and to reduce the minimum prior notice period
with respect to a redemption date for outstanding Notes from 30 to
three days.  The supplemental indenture relating to the Notes
containing the proposed changes was executed by TFM and the
Trustee under the indenture, and it became operative on April 20,
2005.

                      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.


TNS INC: Moody's Rates Planned $240M Senior Sec. Facility at Ba3
----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of TNS, Inc., the
parent holding company of Transaction Network Services, Inc.,
following a review of the company's business and financial profile
pro forma for its anticipated large debt financed share repurchase
program recently announced.  Concurrently, Moody's assigned a Ba3
rating to TNS' proposed senior secured credit facility.  Proceeds
from the new facility will be used to fund the modified Dutch
tender auction, in which up to nine million shares of stock is to
be purchased at a price between $18.00 and $18.50 per share.  The
rating outlook is stable.  This concludes the review for possible
downgrade commenced on April 7, 2005.

Moody's took these ratings actions:

   * Assigned a Ba3 rating to the proposed $240 million senior
     secured credit facility consisting of a $30 million revolver,
     maturing in 5 years, and a $210 million term B loan, maturing
     in 7 years - at Transaction Network Services, Inc.

   * Confirmed Ba3 senior implied rating

   * Confirmed B1 senior unsecured issuer rating (non-guaranteed
     exposure)

The ratings outlook is stable.

The ratings on the new bank credit facilities are subject to the
review of final documentation.  The ratings for the existing
facility have been prospectively withdrawn pro forma for the
replacement by the proposed facility.

Despite TNS' weakened financial profile resulting from the
incremental increase in financial leverage for the proposed
transactions, ongoing erosion in its domestic point-of-service
business (45% of consolidated total revenue), and the loss of some
contracted business from a major customer, the ratings were
confirmed given that the company's business mix continues to
evolve with decreasing reliance on domestic POS business and solid
growth in revenue and profitability from other business segments.
The confirmation of the ratings reflects the company's proven
ability to generate free cash flow in excess of 10% of total pro
forma debt and the expectation that such levels will be sustained
throughout the intermediate term.  The ratings benefit from
management's solid track record in navigating the businesses under
adverse conditions, notably high financial leverage, since its
inception.

The ratings remain constrained by:

   (1) the company's small size; concentration of revenues among
       its top five Customers (28%);

   (2) limited tangible asset value which could result in limited
       recovery in a distressed scenario; and

   (3) leverage approaching 3.3x pro forma the transaction.

Although credit metrics are weakened, they are still within the
lower end of tolerance for the Ba3 rating.

The stable ratings outlook reflects satisfactory cushion under
credit statistics to support modest adverse fluctuations in
operating performance.  The outlook is sensitive to additional
financial leverage, debt financed acquisitions, and meaningful
reduction in profitability or free cash flow, specifically,
negative variance under operating expectations could result in a
negative ratings outlook.  Given that the company is at an
inflection point, Moody's anticipates it will take some time for
the company to re-solidify its position within the Ba3 rating
category.

Although TNS still has a leading market share (60%-70%) in
domestic dial-up POS, its domestic POS revenue has declined
consistently for the past 3 years, noted in previous rating
considerations.  The decline is mainly due to overall macro trend
of increasing consumer acceptance of internet shopping and payment
over the internet, which is not covered by TNS' traditional on-
site point of sale payment processing.  Both the number of
transactions processed and average price per transaction have
declined for TNS.  Gross margins have improved slightly, partly
due to the more profitable nature of its international business.
However, TNS' overall EBITDA has grown from approximately
$50 million to $65 million for each of the past three fiscal years
and free cash flow has also increased over the past three years.
The company has been trying to stem POS revenue decline by
exploring new usage both in terms of new end markets served
(health care, state lottery, etc.) and technology used (i.e.
wireless).  However, non dial-up POS, which is mainly wireless
currently, is still small (15% of POS revenue).  TNS continues to
benefit from longer-term contracts, which provide for roughly 24
months of revenue visability.

TNS's EBITDA margins in excess of 25% reflect high operating
leverage due to the fixed cost of running the data network.  The
company's free cash flow in excess of $25 million results from
limited working capital investment need coupled with low
maintenance capex needs.  Moody's estimates that pro forma 2004
leverage (defined as debt / EBITDA) will remain less than 3.5x and
that pro forma 2004 fixed charge coverage (defined as EBITDA less
interest expense / capital expenditures) will be in excess of 2.0x
following consummation of the transaction.

The Ba3 rating assigned to the proposed credit facility reflects
the priority position in the capital structure and the expectation
of collateral coverage under a distress scenario.  Outstandings
will be secured by a first priority perfected security interest in
all the domestic assets and stock of the borrower and its
subsidiaries, to the extent of the law.  The borrower is intended
to be the operating company, Transaction Network Services.
Unconditional guarantees by TNS and each of the borrower's
subsidiaries, to the extent allowable, support the facility.  The
proceeds of the new bank credit facility will be used to pay down
the existing term loan of $51 million at December 2004 as well as
to fund the proposed share repurchase, which Moody's estimates
will add between $111 million and $167 million to the balance
sheet.  The new facility will include a 50% excess cash flow
sweep, which Moody's anticipates will be in effect so long as
leverage is greater than 2.00x.  Should leverage decline to 1.50x,
the excess cash flow sweep would fall to 25%.  At the time of
Moody's review, financial covenants were not yet finalized.
Covenants are intended to address maximum total leverage, minimum
interest coverage, minimum fixed charges, and limitations on
capital expenditures and select corporate activities.

Through its subsidiaries, TNS, Inc., headquartered in Reston,
Virginia, is a leading provider of business-critical data
communications for transaction-oriented applications.  Revenues
were approximately $249 million in fiscal 2004.


UAL CORP: PBGC Agrees to Termination of Four Pension Plans
----------------------------------------------------------
The Pension Benefit Guaranty Corporation reached a settlement with
United Airlines over the termination of the company's defined
benefit pension plans.

"We believe that this agreement, under the circumstances, is in
the best interests of the pension insurance program and its
stakeholders," said PBGC Executive Director Bradley D. Belt.  "The
PBGC has an obligation to reduce its losses for the protection of
workers and retirees, other companies that pay insurance premiums,
and taxpayers.  By reaching a settlement now, we further that
goal."

Under the terms of the agreement, pending approval from the U.S.
Bankruptcy Court for the Northern District of Illinois, the PBGC
would terminate and become trustee of the company's four pension
plans and the agency's claims against the company would be
settled.  The PBGC and its financial advisers believe the
settlement is superior to the recovery the agency would have
received as an unsecured creditor in bankruptcy.

"This agreement with the PBGC -- if approved by the U.S.
Bankruptcy Court -- resolves one of the major issues standing
between United and its successful exit from bankruptcy," UAL
Corporation, the parent company of United Airlines, said in a
press statement.  "It will allow the company to move forward as a
sustainable, competitive enterprise for the long term --
ultimately United's most important goal.

"While the company's first choice was to resolve pension issues
consensually with all of its unions, unfortunately no viable
solutions were offered or found over the past many months," the
Company continued.  "In the event that United and its unions are
able to find a viable alternative to termination and replacement
of their defined benefit pension plans prior to this agreement
taking effect, the agreement would allow United to pursue that
alternative."

Collectively, United's pension plans are underfunded by
$9.8 billion on a termination basis, $6.6 billion of which is
guaranteed, according to the PBGC.  The four plans are:

  (a) the UA Pilot Defined Benefit Plan, which covers 14,100
      participants and has $2.8 billion in assets to pay
      $5.7 billion in promised benefits;

  (b) the United Airlines Ground Employees Retirement Plan, which
      covers 36,100 participants and has $1.3 billion in assets to
      pay $4.0 billion in promised benefits;

  (c) the UA Flight Attendant Defined Benefit Pension Plan, which
      covers 28,600 participants and has $1.4 billion in assets to
      pay $3.3 billion in promised benefits; and

  (d) the Management, Administrative and Public Contact Defined
      Benefit Pension Plan, which covers 42,700 participants and
      has $1.5 billion in assets to pay $3.8 billion in promised
      benefits.

"If approved, the agreement will streamline the trial that is
scheduled to begin on May 11, allowing the trial to focus solely
on issues related to 1113(c)," UAL said.  "In addition, this
agreement will keep United on track to exit bankruptcy."

As of Sept. 30, 2004, the PBGC's own balance sheet showed a
$23.3 billion deficit, with $39 billion in assets to pay
$62.3 billion in guaranteed pension benefits to more than 1
million workers and retirees.  By law, the PBGC is required to
keep premiums as low as possible and has no call on the U.S.
Treasury beyond a $100 million line of credit.

"This again highlights the need for the comprehensive pension
reform.  Unless and until Congress fixes the rules that allow
pension plans to become so underfunded, the insurance program and
plan participants are at risk of suffering large financial
losses," Mr. Belt said.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits for about 44 million American
workers and retirees participating in over 31,000 private-sector
defined benefit pension plans.

Lynne Marek at Bloomberg News relates that Greg Davidowitch,
president of United's Association of Flight Attendants, called the
proposal "outrageous," Friday afternoon.  Mr. Davidowitch says the
Flight Attendants will fight the termination plan.

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 AMERICAN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: United American Inc.
        dba United American Construction
        dba United American Tenant Services
        8150 Leesburg Pike, Suite 830
        Vienna, Virginia 22182

Bankruptcy Case No.: 05-11507

Type of Business: The Debtor is a commercial and
                  residential general contractor.
                  See http://www.unitedamericaninc.com/

Chapter 11 Petition Date: April 22, 2005

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Thomas P. Gorman, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, PLC
                  700 South Washington Street, Suite 216
                  Alexandria, Virginia 22314
                  Tel: (703) 549-5010
                  Fax: (703) 549-5011

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
   ------                     ---------------       ------------
Interstate Service Company,   Trade debt                $496,034
Inc.
4101 Utah Avenue
Brentwood, MD 20722

Virginia Commerce Bank        Line of credit            $300,000
375 East Maple Avenue
Vienna, VA 000221825

C&L Contractors, LTD.         Trade debt                $172,838
8996 Burke Lake Road #302
Burke, VA 22015

Pico Industries, Inc.         Trade debt                $103,531
611 W. Ostend Street
Baltimore, MD 21230

Occupied Spaces, Inc.         Trade debt                 $98,859
7620D Rickenbacker Drive
Gaithersburg, MD 20879

Accent Architectural          Trade debt                 $79,850
19877 Clark Graham Avenue
Baie D'Urfe, QC H9X 3T1

Freestate Elec. Svc. Co.,     Trade debt                 $72,218
Inc.
6623 Mid Cities Avenue
Beltsville, MD 20705

E & F Contracting, LLC        Trade debt                 $63,569
1290 Baydale Drive
Arnold, MD 21012

Truland Service Corporation   Trade debt                 $63,051
5520 Cheerokee Avenue
Alexandria, VA 22312

Smitty's Building Supply      Trade debt                 $62,644
8457 Richmond Highway
Alexandria, VA 22309

Marks Building Systems, Inc.  Trade debt                 $54,626
18775E North Frederick Avenue
Gaithersburg, MD 20879

Mazz Electric, Inc.           Trade debt                 $54,424
5649 K General Washington
Drive
Alexandria, VA 22312

Precision Doors & Hardware,   Trade debt                 $51,481
Inc.
629580 Edsall Road
Alexandria, VA 223122670

Hallmark Iron Works, Inc.     Trade debt                 $44,837
8399 Paris Street
Newington, VA 22122

Beck's Door and Hardware      Trade debt                 $40,687
Service, Inc.
7520 P Fullerton Road
Springfield, VA 22153

R&B Grove Cabinetry, Inc.     Trade debt                 $39,131
1702 McHenry Street
Baltimore, MD 21223

Specified Woodworking Corp.   Trade debt                 $39,010
9327A Washington Blvd.
Laurel, MD 20723

Lakota Contracting, Inc.      Trade debt                 $35,854
1312 18th Street, Northwest
Washington, DC 20036

Floor Concepts, Inc.          Trade debt                 $34,387
P.O. Box 70443
Chicago, IL 060673044

Corley Roofing & Sheet Metal                             $32,636
Co., Inc.
4941 Beech Place
Temple Hills, MD 207482003


VCA ANTECH: New $500MM Loans Will Refinance Senior Term F Notes
---------------------------------------------------------------
VCA Antech (NASDAQ:WOOF) proposes to enter into a new senior
credit facility providing for up to $425.0 million in term loans
and a $75.0 million revolving facility.  The new facility is
intended to:

   -- refinance the $220.3 million of total outstanding senior
      term F notes; and

   -- provide the financing for a tender offer and consent
      solicitation for any and all of the outstanding
      $170 million principal amount of 9.875% Senior Subordinated
      Notes due 2009 of Vicar Operating, Inc., a wholly owned
      subsidiary of VCA.

The proposed new senior credit facility will replace the existing
term F notes with new senior term loans in an amount up to
$425 million.  If the existing term F notes are refinanced, and
the tender offer is consummated, we expect to incur debt
retirement costs in the second quarter of 2005 related to the
write-off of deferred financing costs and other related expenses
with respect to both the refinancing of the senior term F notes,
and the purchase of the senior subordinated notes.  Other than the
interest rate, the terms and conditions of the new term loans are
expected to be substantially similar to the existing senior term F
notes.  The tender offer is contingent on the satisfaction of
several conditions, including the receipt of sufficient funds from
the anticipated proceeds of the new senior credit facility.

Vicar Operating, Inc., has commenced an offer to purchase for cash
any and all of its $170.0 million in outstanding principal amount
of 9.875% Senior Subordinated Notes due 2009.  Vicar Operating,
Inc., is also soliciting consents from the holders of the notes to
approve amendments to the indenture under which the notes were
issued.

Holders who validly tender notes and deliver consents prior to
5:00 p.m., New York City time, on April 29, 2005 will be eligible
to receive the total consideration, which includes a consent
payment of $30.00 per $1,000 principal amount of notes.  Holders
who validly tender notes after April 29, 2005 but prior to 12:01
a.m., New York City time, on May 17, 2005, will be eligible to
receive the tender consideration, which is the total consideration
less the consent payment.  In addition, holders who validly tender
and do not withdraw their notes in the tender offer will receive
accrued and unpaid interest from the last interest payment date up
to, but not including, the date payment is made for the notes.

The total consideration will be determined by reference to a fixed
spread of 50 basis points, or 0.5%, over the yield to maturity
based on the bid side price of the U.S. Treasury 1.875% Bond due
November 30, 2005, which we refer to as the tender offer yield, as
measured at 2:00 p.m., New York City time, two days prior to the
expiration date of the tender offer.  Assuming a settlement date
of May 18, 2005 and using the tender offer yield of 3.665% on
April 18, 2005, the total consideration, inclusive of the consent
payment of $30.00, would be $1,081.07 per $1,000 principal amount
of notes.

                      Consent Solicitation

Acceptance of the notes tendered will occur promptly following the
expiration of the tender offer.  The consummation of the tender
offer is contingent on receipt of sufficient funds from the
anticipated proceeds of the new senior credit facility, at least a
majority of the notes being validly tendered and not withdrawn,
and other general conditions described in the offer to purchase.
The tender offer will expire at 12:01 a.m., New York City time, on
May 17, 2005, unless extended or earlier terminated.  The consents
being solicited will eliminate substantially all of the
restrictive covenants and certain events of default in the
indenture governing the notes.  Information regarding the pricing,
tender and delivery procedures, and conditions of the tender offer
and consent solicitation is contained in the Offer to Purchase and
Consent Solicitation Statement dated April 19, 2005, and related
documents.

Goldman, Sachs & Co., has been appointed as the exclusive dealer
manager and solicitation agent for the tender offer and consent
solicitation.  Please direct any questions relating to the offer
to Goldman, Sachs & Co., toll-free at (800) 828-3182 or collect at
(212) 357-3019.  Global Bondholder Services Corp. has been
appointed the information agent and depositary for the tender
offer and consent solicitation.  The Offer to Purchase and Consent
Solicitation Statement, the Consent and Letter of Transmittal, and
any additional information concerning the terms and conditions of
the tender offer and consent solicitation may be obtained by
contacting Global Bondholder Services, 65 Broadway - Suite 704,
New York, New York 10006, Attn: Corporate Actions.

                        About the Company

VCA Antech owns, operates and manages the largest networks of
freestanding veterinary hospitals and veterinary-exclusive
clinical laboratories in the country.


VENTURE HOLDINGS: Auctioning 46-Acre Property in Seabrook, N.H.
---------------------------------------------------------------
Venture Holdings Company, LLC, and its debtor-affiliates are
selling 46 acres of land and some buildings located at 700
Lafayette Road in Seabrook, New Hampshire.  A satellite photo of
the property obtained from http://maps.google.com/is available at
no charge at http://bankrupt.com/misc/700Lafayette.pdf

An auction for the sale of the Seabrook property will be held on
May 3, 2005, at 10:00 a.m. at the offices of the Debtors' counsel
Foley & Lardner LLP.

Prospective bidders may obtain information regarding the Seabrook
Property, a copy of the purchase agreement and other relevant
materials from:

                  John A. Simon, Esq.
                  Foley & Lardner LLP
                  500 Woodward Avenue, Suite 2700
                  Detroit Michigan
                  Tel: 313-234-7117
                  E-mail: jsimon@foley.com

The U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, set the minimum bid price for the property at
$14,000,000.  A $460,000 break-up fee will be paid to the stalking
horse bidder in the event that it is not the successful bidder.

Qualified bidders must deliver to Nicole Y. Lamb-Hale at Foley &
Lardner by April 29, 2005, at 5:00 p.m.:

     (a) a bid for no less than $14 million plus a $100,000
         incremental bid, plus the $460,000 break-up fee;

     (b) a $100,000 cash deposit; and

     (c) evidence of financial capacity to close the sale
         within a specified time frame.

The Court will convene a sale hearing at 9:00 a.m. on May 4, 2005,
to approve the sale of the property to the highest bidder.

Headquartered in Fraser, Michigan, Venture Holdings Company and
its debtor-affiliates filed for chapter 11 protection (Bankr. E.D.
Mich. Case No. 03-48939) on March 28, 2003.  Deluxe Pattern
Corporation and its debtor-affiliates filed for chapter 11
protection on May 24, 2004 (Bankr. E.D. Mich. Case No. 04-54977).
Together, Venture and Deluxe are part of a worldwide full-service
automotive supplier, systems integrator and manufacturer of
plastic components, modules and systems.  As of March 31, 2002,
the Debtors had total assets of $1,459,834,000 and total debts of
$1,382,369,000.


VISTEON: Fitch Lowers Senior Unsecured & Bank Debt to B from BB
---------------------------------------------------------------
Fitch Ratings has lowered the ratings of Visteon Corporation:

     -- Senior unsecured and bank debt to 'B' from 'BB'.

Fitch also maintains the Rating Watch Negative status on Visteon.

In the absence of a final agreement with Ford, Visteon is
increasingly exposed to refinancing risks and uncertainty
regarding its ultimate capital structure and sources of liquidity.
The negotiations toward a final agreement have taken place over an
extended period, demonstrating the complexity of the task.

Execution will depend on successful negotiations between Ford,
Visteon and the UAW rather than solely between Ford and Visteon.
The vast majority of the financial burden will fall on Ford, but
during the negotiating period, Visteon is exposed to refinancing
risk with the August maturity of $250 million in notes and the
expiry of a $565 million bank facility in June 2005.  In addition,
Visteon's operating profile, post-restructuring, remains unknown.

Fitch's downgrade also reflects increasingly difficult conditions
for the automotive supplier universe, including production
cutbacks, which will likely accelerate Visteon's negative cash
flow in 2005.  The Rating Watch Negative status is based on the
uncertainties mentioned above, although Fitch recognizes that a
final agreement with Ford could provide material financial support
and an improved operating profile that could warrant a review of
the rating.

Visteon reported negative free cash flow exceeding $400 million in
2004, which is expected to deteriorate further in 2005 due to
lower Ford production, higher commodity prices, Visteon's high
fixed-cost structure (including significant legacy costs) and
operating leverage.  Visteon and Ford are currently operating
under a temporary agreement that would effectively cover 2005 cash
flow shortfalls.  Nevertheless, incremental production cutbacks at
Ford will exacerbate previous negative free cash estimates through
2005 and weaken Visteon's financial profile on a stand-alone
basis.  Bank lines and cash holdings would provide limited ability
to financing operating losses upon the expiry of the support
agreement with Ford (potentially at yearend 2005).

The extent and terms of post-restructuring liquidity are unknown.
In Fitch's view, liquidity is expected to come from secured bank
financing, potentially subordinating existing unsecured holders.
If that was to occur, Fitch will review the relative ratings of
the secured and unsecured holders.


WEIGHT INTERVENTION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Lead Debtor: Weight Intervention and Surgical Healthcare
             Holding, LLC
             dba WISH Holding, LLC
             2801 South Finley Road
             Downers Grove, Illinois 60515

Bankruptcy Case No.: 05-16002

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Weight Intervention and Surgical
      Healthcare Center No. 3, LLC               05-16003

      Weight Intervention and Surgical
      Healthcare Center No. 4, LLC               05-16004

      Weight Intervention and Surgical
      Healthcare Center No. 5, PLLC              05-16005

      WISH Center No. 6, LLC                     05-16006

      WISH Center No. 7, PLLC                    05-16007

      WISH Center No. 8, PLLC                    05-16008

      WISH Center No. 9, LLC                     05-16009

      WISH Center No. 10, PLLC                   05-16010

      WISH Center No. 103, LLC                   05-16011

      WISH Products, LLC                         05-16012

      Midwest Trauma, LLC                        05-16013

      Midwest Surgical, LLC                      05-16014

      Midwest Surgical Real Estate Holdings, LLC 05-16015

Type of Business: The WISH Center is a nationally recognized and
                  proven weight loss program which specializes in
                  advanced surgical treatment and long-term
                  management of patients with morbid obesity.
                  See http://www.wishcenter.org/

Chapter 11 Petition Date: April 22, 2005

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtors' Counsel: Geoffrey S. Goodman, Esq.
                  Edward J. Green, Esq.
                  Foley & Lardner LLP
                  321 North Clark Street, Suite 2800
                  Chicago, Illinois 60610
                  Tel: (312) 832-4514
                  Fax: (312) 832-4700

                                 Total Assets    Total Debts
                                 ------------    -----------
Weight Intervention & Surgical   $1 Million to   $1 Million to
Healthcare Holding, LLC          $10 Million     $10 Million

Weight Intervention & Surgical   $1 Million to   $1 Million to
Healthcare Center No. 3, LLC     $10 Million     $10 Million

Weight Intervention & Surgical   $1 Million to   $1 Million to
Healthcare Center No. 4, LLC     $10 Million     $10 Million

Weight Intervention & Surgical   $1 Million to   $1 Million to
Healthcare Center No. 5, PLLC    $10 Million     $10 Million

WISH Center No. 6, LLC           $1 Million to   $1 Million to
                                 $10 Million     $10 Million

WISH Center No. 7, PLLC          $1 Million to   $1 Million to
                                 $10 Million     $10 Million

WISH Center No. 8, PLLC          $1 Million to   $1 Million to
                                 $10 Million     $10 Million

WISH Center No. 9, LLC           $1 Million to   $1 Million to
                                 $10 Million     $10 Million

WISH Center No. 10, PLLC         $1 Million to   $1 Million to
                                 $10 Million     $10 Million

WISH Center No. 103, LLC         $1 Million to   $1 Million to
                                 $10 Million     $10 Million

WISH Products, LLC               $1 Million to   $1 Million to
                                 $10 Million     $10 Million

Midwest Trauma, LLC              $1 Million to   $1 Million to
                                 $10 Million     $10 Million

Midwest Surgical, LLC            $1 Million to   $1 Million to
                                 $10 Million     $10 Million

Midwest Surgical Real            $1 Million to   $1 Million to
Estate Holdings, LLC             $10 Million     $10 Million


The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


WESTPOINT STEVENS: Court Approves Modified Bidding Procedures
-------------------------------------------------------------
The U.S. Bankruptcy Court approved the modified bidding and notice
procedures for the sale of substantially all of WestPoint Stevens
Inc.'s (OTC Bulletin Board: WSPQE) assets.  As a result of the
ruling of the U.S. Bankruptcy Court on April 7, 2005, with respect
to proposed bidding procedures, the previously announced asset
purchase agreement with a group of investors consisting of WL Ross
& Co. LLC and holders of a majority of the Company's Senior Credit
Facility was terminated.  The sale process will now be conducted
without a stalking horse bid.

A deadline of 12:00 noon Eastern Time on June 10, 2005, has been
established for the submission of bids.  Interested parties should
contact the Company's financial advisors Rothschild Inc. (Attn:
Neil Augustine, 212-403- 3500) or legal advisors, Weil, Gotshal &
Manges LLP (Attn: Michael Walsh, Esq. or John Rapisardi, Esq.,
212-310-8000).

                    DIP Financing Amendment

WestPoint Stevens amended the maturity of its existing debtor-in-
possession financing, extending it to the earlier of Dec. 2, 2005,
or the consummation of a sale of the Company.  The amendment will
allow sufficient time for the Company to complete the sale
process.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.)  It also has nearly 60
outlet stores.  Chairman and CEO Holcombe Green controls 8% of
WestPoint Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts.


YOUNG BROADCASTING: Prices Tender Offer for 8-1/2% Senior Notes
---------------------------------------------------------------
Young Broadcasting Inc. (NASDAQ: YBTVA) disclosed the
consideration to be paid in the previously announced cash tender
offer and consent solicitation with respect to its $246,890,000
outstanding principal amount of 8-1/2% Senior Notes due 2008.
The terms of the Offer and the Consent Solicitation are more fully
described in the Offer to Purchase and Consent Solicitation
Statement and related Letter of Transmittal and Consent, each
dated Apr. 11, 2005.

The total consideration for the Notes accepted for purchased in
the Offer will be $1,069.56 per $1,000 principal amount of Notes,
which includes a consent payment of $30 per $1,000 principal
amount of Notes for those Notes validly tendered and not validly
withdrawn prior to 5:00 p.m., New York City time on April 22,
2005, unless extended.  The Total Consideration was determined as
of 2:00 P.M., New York City Time, on Friday, April 22, 2005, by
reference to a fixed spread of 75 basis points above the yield to
maturity of the 1.875% U.S. Treasury Note due Nov. 30, 2005.

For those Notes validly tendered after the Consent Payment
Deadline that are not validly withdrawn and are accepted for
purchase, the tender offer consideration payable, per $1,000
principal amount of such Notes, will be equal to the Total
Consideration less the consent payment of $30.00.  In each case,
holders will receive accrued and unpaid interest on such Notes,
from the last interest payment date to, but not including, the
applicable settlement date.  The Offer is scheduled to expire at
5:00 p.m., New York City time, on May 9, 2005, unless extended or
earlier terminated.

This announcement is neither an offer to purchase, nor a
solicitation of an offer to purchase, nor a solicitation of
tenders or consents with respect to, any Notes.  The Offer and the
Consent Solicitation are being made solely pursuant to the
Statement and related Letter of Transmittal and Consent.

YBI has retained Wachovia Securities, Lehman Brothers and Merrill
Lynch to serve as the dealer managers and solicitation agents for
the Offer and the Consent Solicitation.  Questions regarding the
Offer and the Consent Solicitation may be directed to Wachovia
Securities at (704) 715-8341 or (866) 309-6316, to Lehman Brothers
at (212) 528-7581 or (800) 438-3242 or to Merrill Lynch at (212)
449-4914 or (888) ML4-TNDR.  Requests for documents in connection
with the Offer and the Consent Solicitation may be directed to
Global Bondholder Services Corporation, the information agent, at
(212) 430-3774 or (866) 470-3900.

                        About the Company

YBI owns ten television stations and the national television sales
representation firm, Adam Young Inc.  Five stations are affiliated
with the ABC Television Network (WKRN-TV - Nashville, TN, WTEN-TV
- Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN and
WBAY-TV - Green Bay, WI), three are affiliated with the CBS
Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA
and KELO-TV - Sioux Falls, SD) and one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA).  KRON-TV - San
Francisco, CA is the largest independent station in the U.S. and
the only independent VHF station in its market.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 22, 2005,
Moody's Investors Service assigned B1 ratings to Young
Broadcasting Inc.'s $295 million in new senior secured credit
facilities ($20 million revolving credit facility due 2010,
$275 million senior secured term loan B due 2013).

Additionally, Moody's affirmed Young's existing ratings, including
a B2 senior implied rating, and changed the outlook to negative.
The proceeds from the issuance will be used to redeem the
company's 8.5% senior notes due 2008.  Thus, the transaction is
neutral to leverage.

The negative outlook incorporates Young's still high debt burden,
operating margins that lag peers in the television broadcast
sector, and our expectation that the company will continue to burn
cash in the near-term.  Accordingly, absent asset sales, the
company is not able to meaningfully reduce debt.


ZIFF DAVIS: Debt Refinancing Prompts S&P to Lift Ratings
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Ziff Davis Media Inc. to 'CCC+' from 'CCC'.  All ratings
were removed from CreditWatch, where they were placed on April 12,
2005, with positive implications.  The outlook is stable.  As of
Dec. 31, 2004, the New York, New York-based integrated media
company, which is analyzed on a consolidated basis with its parent
company, Ziff Davis Holdings Inc., had $340 million in pro forma
consolidated debt.

"The upgrade is based on the improvement in Ziff Davis's capital
structure following the refinancing of its debt," said Standard &
Poor's credit analyst Steve Wilkinson.

This transaction, consistent with Standard & Poor's expectations,
eased pressure on Ziff Davis' capital and maturity structure, by
substantially reducing the risk of near-term default by
eliminating bank maturities that were scheduled to increase to $24
million in 2005 and $83 million in 2006, and by modestly
increasing liquid assets.

The rating on Ziff Davis reflects its high debt leverage, marginal
coverage ratios, limited liquid resources, and earnings
concentration in a few key technology magazine titles.  In
addition, the company's thin positive discretionary cash flow will
turn negative when its compounding notes begin requiring cash
interest payments in February 2007, unless the company can
significantly improve its profitability and cash flow over the
next two years.

These risks are not meaningfully offset by Ziff Davis' established
position in the computer and electronic game magazine publishing
industries.  Competition in this niche is fierce; Ziff Davis and
two other publishers account for the bulk of technology magazine
industry revenues.  Ziff Davis is highly reliant on volatile high-
tech advertising demand, with the bulk of its revenues derived
from advertising sales to computer, technology, and video game
companies.

Rating stability relies on expectations for gradually improving
EBITDA and key credit measures.  The rating could be easily
lowered if Ziff Davis does not gradually build its discretionary
cash flow to meet the onset of cash interest payments on the
subordinate notes in early 2007, or if its liquidity erodes,
operating momentum reverses, or debt-financed acquisitions keep
financial risk elevated.  The potential for a positive outlook,
which Standard & Poor's views as a longer-term development,
depends on the company's ability to increase discretionary cash
flow and improve key credit ratios.


* BOND PRICING: For the week of April 4 - April 8, 2005
-------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
AAIPharma Inc.                        11.000%  04/01/10    41
Adelphia Comm.                         3.250%  05/01/21     6
Adelphia Comm.                         6.000%  02/15/06     6
Advanced Access                       10.750%  06/15/11    72
Aetna Industries                      11.875%  10/01/06     7
Allegiance Tel.                       11.750%  02/15/08    25
Allegiance Tel.                       12.875%  05/15/08    31
Allied Holdings                        8.625%  10/01/07    69
Amer. Color Graph.                    10.000%  06/15/10    69
Amer. Comm. LLC                       12.000%  07/01/08     5
Amer. & Forgn PWR                      5.000%  03/01/30    75
Amer. Plumbing                        11.625%  10/15/08    14
Amer. Restaurant                      11.500%  11/01/06    63
Amer. Tissue Inc.                     12.500%  07/15/06    62
American Airline                       7.377%  05/23/19    67
American Airline                       7.379%  05/23/16    66
American Airline                       8.839%  01/02/17    73
American Airline                       8.800%  09/16/15    74
American Airline                       9.070%  03/11/16    72
American Airline                      10.180%  01/02/13    72
American Airline                      10.190%  05/26/16    73
American Airline                      10.600%  03/04/09    70
American Airline                      10.610%  03/04/11    67
American Airline                      11.000%  05/06/15    75
AMR Corp.                              4.500%  02/15/24    69
AMR Corp.                              9.000%  08/01/12    74
AMR Corp.                              9.200%  01/30/12    74
AMR Corp.                              9.750%  08/15/21    65
AMR Corp.                              9.800%  10/01/21    64
AMR Corp.                              9.880%  06/15/20    62
AMR Corp.                             10.000%  04/15/21    64
AMR Corp.                             10.125%  06/01/21    60
AMR Corp.                             10.150%  05/15/20    60
AMR Corp.                             10.200%  03/15/20    64
AMR Corp.                             10.290%  03/08/21    63
AMR Corp.                             10.450%  11/15/11    56
AMR Corp.                             10.550%  03/12/21    57
Anadigics                              5.000%  10/15/09    69
Apple South Inc.                       9.750%  06/01/06    16
AT Home Corp.                          0.525%  12/28/18     7
AT Home Corp.                          4.750%  12/15/06     5
ATA Holdings                          12.125%  06/15/10    44
ATA Holdings                          13.000%  02/01/09    45
Atlantic Coast                         6.000%  02/15/34    20
Atlas Air Inc.                         9.702%  01/02/08    51
Avado Brands Inc.                     11.750%  06/15/09    20
B&G Foods Holding                     12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99     9
Bank New England                       9.500%  02/15/96     6
Bethlehem Steel                       10.375%  09/01/03     0
Big V Supermarkets                    11.000%  02/15/04     1
Borden Chemical                        9.500%  05/01/05     1
Budget Group Inc.                      9.125%  04/01/06     0
Burlington Inds.                       7.250%  08/01/27     6
Burlington Inds.                       7.250%  09/15/05     6
Burlington Northern                    3.200%  01/01/45    61
Calpine Corp.                          4.750%  11/15/23    62
Calpine Corp.                          7.750%  04/15/09    61
Calpine Corp.                          7.875%  04/01/08    63
Calpine Corp.                          8.500%  07/15/10    75
Calpine Corp.                          8.500%  02/15/11    61
Calpine Corp.                          8.625%  08/15/10    62
Calpine Corp.                          8.750%  07/15/07    71
Calpine Corp.                          8.750%  07/15/13    73
Charter Comm Inc.                      5.875%  11/16/09    74
Charter Comm Hld.                     10.000%  05/15/11    75
Chic East ILL RR                       5.000%  01/01/54    55
Coeur D'Alene                          1.250%  01/15/24    72
Collins & Aikman                      12.875%  08/15/12    40
Color Tile Inc.                       10.750%  12/15/01     0
Comcast Corp.                          2.000%  10/15/29    43
Cone Mills Corp.                       8.125%  03/15/05    10
CoreComm. Limited                      6.000%  10/01/06     5
Covad Communication                    3.000%  03/15/24    73
Cray Research                          6.125%  02/01/11    63
Curagen Corp.                          4.000%  02/15/11    73
Delta Air Lines                        2.875%  02/18/24    49
Delta Air Lines                        7.299%  09/18/06    58
Delta Air Lines                        7.711%  09/18/11    55
Delta Air Lines                        7.779%  11/18/05    75
Delta Air Lines                        7.779%  01/02/12    48
Delta Air Lines                        7.900%  12/15/09    34
Delta Air Lines                        7.920%  11/18/10    51
Delta Air Lines                        8.000%  06/03/23    38
Delta Air Lines                        8.270%  09/23/07    70
Delta Air Lines                        8.300%  12/15/29    29
Delta Air Lines                        8.540%  01/02/07    71
Delta Air Lines                        8.540%  01/02/07    54
Delta Air Lines                        8.540%  01/02/07    71
Delta Air Lines                        8.540%  01/02/07    68
Delta Air Lines                        8.950%  01/12/12    61
Delta Air Lines                        9.000%  05/15/16    28
Delta Air Lines                        9.200%  09/23/14    43
Delta Air Lines                        9.250%  03/15/22    28
Delta Air Lines                        9.300%  01/02/10    63
Delta Air Lines                        9.300%  01/02/10    68
Delta Air Lines                        9.375%  09/11/07    66
Delta Air Lines                        9.750%  05/15/21    30
Delta Air Lines                        9.875%  04/30/08    73
Delta Air Lines                       10.000%  06/01/08    59
Delta Air Lines                       10.000%  08/15/08    39
Delta Air Lines                       10.000%  06/01/09    65
Delta Air Lines                       10.000%  05/17/10    73
Delta Air Lines                       10.000%  06/01/10    64
Delta Air Lines                       10.000%  06/01/10    36
Delta Air Lines                       10.125%  05/15/10    37
Delta Air Lines                       10.140%  08/14/11    68
Delta Air Lines                       10.140%  08/26/12    50
Delta Air Lines                       10.375%  02/01/11    35
Delta Air Lines                       10.375%  12/15/22    31
Delta Air Lines                       10.430%  01/02/11    73
Delta Air Lines                       10.430%  01/02/11    73
Delta Air Lines                       10.500%  04/30/16    45
Delta Air Lines                       10.790%  03/26/14    71
Delta Air Lines                       10.790%  03/26/14    34
Delta Air Lines                       10.790%  03/26/14    37
Delta Mills Inc.                       9.625%  09/01/07    48
Delphi Trust II                        6.197%  11/15/33    47
Diva Systems                          12.625%  03/01/08     1
Dura Operating                         9.000%  05/01/09    74
Duty Free Int'l                        7.000%  01/15/04    25
DVI Inc.                               9.875%  02/01/04     9
E. Spire Comm Inc.                    10.625%  07/01/08     0
E. Spire Comm Inc.                    12.750%  04/01/06     0
E. Spire Comm Inc.                    13.000%  11/01/05     0
E&S Holdings                          10.375%  10/01/06    51
Eagle-Picher Inc.                      9.750%  09/01/13    66
Eagle Food Center                     11.000%  04/15/05     4
Edison Brothers                       11.000%  09/26/07     0
Encompass Service                     10.500%  05/01/09     0
Enron Corp.                            6.400%  07/15/06    32
Enron Corp.                            6.500%  08/01/02    28
Enron Corp.                            6.625%  10/15/03    32
Enron Corp.                            6.625%  11/15/05    31
Enron Corp.                            6.725%  11/17/08    32
Enron Corp.                            6.750%  09/01/04    32
Enron Corp.                            6.750%  09/15/04    33
Enron Corp.                            6.750%  07/01/05     0
Enron Corp.                            6.750%  08/01/09    30
Enron Corp.                            6.875%  10/15/07    32
Enron Corp.                            6.950%  07/15/28    33
Enron Corp.                            6.950%  07/15/28    30
Enron Corp.                            7.000%  08/15/23    33
Enron Corp.                            7.125%  05/15/07    34
Enron Corp.                            7.375%  05/15/19    31
Enron Corp.                            7.625%  09/10/04    31
Enron Corp.                            7.875%  06/15/03    34
Enron Corp.                            8.375%  05/23/05    33
Enron Corp.                            9.125%  04/01/03    33
Enron Corp.                            9.875%  06/15/03    11
Epic Resorts LLC                      13.000%  06/15/05     2
Exodus Comm. Inc.                     10.750%  12/15/09     0
Exodus Comm. Inc.                     11.625%  07/15/10     0
Falcon Products                       11.375%  06/15/09    42
Federal-Mogul Co.                      7.375%  01/15/06    26
Federal-Mogul Co.                      7.500%  01/15/09    28
Federal-Mogul Co.                      8.120%  03/06/03    28
Federal-Mogul Co.                      8.160%  03/06/03    28
Federal-Mogul Co.                      8.250%  03/03/05    28
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.460%  10/27/02    28
Federal-Mogul Co.                      8.800%  04/15/07    31
Fibermark Inc.                        10.750%  04/15/11    70
Finova Group                           7.500%  11/15/09    43
Fleming Cos. Inc.                     10.125%  04/01/08    35
Flooring America                       9.250%  10/15/07     0
Foamex L.P.                            9.875%  06/15/07    50
Ford Motor Co                          6.625%  02/15/28    74
Ford Motor Credit                      5.250%  12/21/09    74
Ford Motor Credit                      5.900%  02/20/14    75
Ford Motor Credit                      6.000%  03/20/14    74
Ford Motor Credit                      6.000%  11/20/14    72
Ford Motor Credit                      6.000%  01/20/15    72
Ford Motor Credit                      6.050%  12/22/14    74
Ford Motor Credit                      7.250%  07/20/17    74
Ford Motor Credit                      7.400%  11/01/46    73
Ford Motor Credit                      7.700%  05/15/97    74
Fruit of the Loom                      8.875%  04/15/06     0
General Motors                         7.400%  09/01/25    73
GMAC                                   5.250%  01/15/14    72
GMAC                                   5.350%  01/15/14    68
GMAC                                   5.700%  06/15/13    73
GMAC                                   5.700%  10/15/13    72
GMAC                                   5.750%  01/15/14    74
GMAC                                   5.850%  05/15/13    72
GMAC                                   5.900%  12/15/13    72
GMAC                                   5.900%  12/15/13    73
GMAC                                   5.900%  01/15/19    70
GMAC                                   5.900%  01/15/19    68
GMAC                                   5.900%  02/15/19    67
GMAC                                   5.900%  10/15/19    62
GMAC                                   6.000%  07/15/13    67
GMAC                                   6.000%  11/15/13    73
GMAC                                   6.000%  12/15/13    74
GMAC                                   6.000%  02/15/19    64
GMAC                                   6.000%  02/15/19    69
GMAC                                   6.000%  02/15/19    62
GMAC                                   6.000%  03/15/19    70
GMAC                                   6.000%  03/15/19    66
GMAC                                   6.000%  03/15/19    69
GMAC                                   6.000%  03/15/19    65
GMAC                                   6.000%  03/15/19    67
GMAC                                   6.000%  04/15/19    66
GMAC                                   6.000%  09/15/19    68
GMAC                                   6.000%  09/15/19    67
GMAC                                   6.050%  08/15/19    62
GMAC                                   6.050%  08/15/19    65
GMAC                                   6.050%  10/15/19    66
GMAC                                   6.100%  09/15/19    67
GMAC                                   6.125%  10/15/19    68
GMAC                                   6.150%  08/15/19    68
GMAC                                   6.150%  09/15/19    63
GMAC                                   6.150%  10/15/19    66
GMAC                                   6.200%  05/15/19    71
GMAC                                   6.250%  12/15/18    69
GMAC                                   6.250%  01/15/19    68
GMAC                                   6.250%  04/15/19    71
GMAC                                   6.250%  05/15/19    67
GMAC                                   6.250%  07/15/19    66
GMAC                                   6.300%  08/15/19    65
GMAC                                   6.300%  08/15/19    69
GMAC                                   6.350%  04/15/19    66
GMAC                                   6.350%  07/15/19    68
GMAC                                   6.350%  07/15/19    73
GMAC                                   6.400%  12/15/18    71
GMAC                                   6.400%  11/15/19    75
GMAC                                   6.400%  11/15/19    71
GMAC                                   6.500%  06/15/18    70
GMAC                                   6.500%  11/15/18    67
GMAC                                   6.500%  12/15/18    72
GMAC                                   6.500%  12/15/18    73
GMAC                                   6.500%  05/15/19    66
GMAC                                   6.500%  01/15/20    69
GMAC                                   6.500%  02/15/20    72
GMAC                                   6.550%  12/15/19    71
GMAC                                   6.600%  08/15/16    75
GMAC                                   6.600%  05/15/18    70
GMAC                                   6.600%  06/15/19    65
GMAC                                   6.600%  06/15/19    72
GMAC                                   6.650%  06/15/18    69
GMAC                                   6.650%  10/15/18    68
GMAC                                   6.650%  10/15/18    71
GMAC                                   6.650%  02/15/20    72
GMAC                                   6.700%  05/15/14    75
GMAC                                   6.700%  08/15/16    70
GMAC                                   6.700%  06/15/18    74
GMAC                                   6.700%  06/15/18    68
GMAC                                   6.700%  11/15/18    70
GMAC                                   6.700%  06/15/19    70
GMAC                                   6.700%  12/15/19    70
GMAC                                   6.750%  07/15/16    72
GMAC                                   6.750%  06/15/17    71
GMAC                                   6.750%  07/15/18    73
GMAC                                   6.750%  09/15/18    74
GMAC                                   6.750%  10/15/18    72
GMAC                                   6.750%  11/15/18    72
GMAC                                   6.750%  05/15/19    71
GMAC                                   6.750%  05/15/19    72
GMAC                                   6.750%  06/15/19    72
GMAC                                   6.750%  06/15/19    72
GMAC                                   6.800%  09/15/18    70
GMAC                                   6.800%  10/15/18    69
GMAC                                   6.875%  08/15/16    74
GMAC                                   6.875%  07/15/18    72
GMAC                                   6.900%  06/15/17    73
GMAC                                   6.900%  07/15/18    73
GMAC                                   6.900%  08/15/18    74
GMAC                                   7.000%  05/15/17    74
GMAC                                   7.000%  06/15/17    72
GMAC                                   7.000%  02/15/18    74
GMAC                                   7.000%  02/15/18    75
GMAC                                   7.000%  03/15/18    72
GMAC                                   7.000%  05/15/18    71
GMAC                                   7.000%  09/15/21    66
GMAC                                   7.000%  09/15/21    68
GMAC                                   7.000%  06/15/22    71
GMAC                                   7.000%  11/15/23    66
GMAC                                   7.000%  11/15/24    66
GMAC                                   7.000%  11/15/24    70
GMAC                                   7.000%  11/15/24    70
GMAC                                   7.050%  05/15/17    74
GMAC                                   7.050%  03/15/18    74
GMAC                                   7.125%  07/15/17    75
GMAC                                   7.125%  10/15/17    73
GMAC                                   7.150%  07/15/17    75
GMAC                                   7.150%  01/15/25    68
GMAC                                   7.150%  03/15/25    70
GMAC                                   7.250%  05/15/17    70
GMAC                                   7.250%  09/15/17    72
GMAC                                   7.250%  04/15/18    74
GMAC                                   7.250%  04/15/18    73
GMAC                                   7.250%  01/15/25    71
GMAC                                   7.250%  02/15/25    65
GMAC                                   7.250%  03/15/25    75
GMAC                                   7.300%  12/15/17    73
GMAC                                   7.300%  01/15/18    73
GMAC                                   7.375%  04/15/18    74
GMAC                                   7.400%  12/15/17    74
GMAC                                   7.400%  02/15/21    74
GMAC                                   7.500%  11/15/17    74
GMAC                                   7.500%  03/15/25    72
Golden Books Pub.                     10.750%  12/31/04     1
Golden Northwest                      12.000%  12/15/06    10
Graftech Int'l                         1.625%  01/15/24    72
Graftech Int'l                         1.625%  01/15/24    68
GST Network Funding                   10.500%  05/01/08     0
Guilford Pharma                        5.000%  07/01/08    74
Gulf States STL                       13.500%  04/15/03     1
HNG Internorth.                        9.625%  03/15/06    31
Huntsman Packag                       13.000%  06/01/10    74
Icon Health & Fit                     11.250%  04/01/12    71
Imperial Credit                        9.875%  01/15/07     0
Imperial Credit                       12.000%  06/30/05     0
Impsat Fiber                           6.000%  03/15/11    74
Inland Fiber                           9.625%  11/15/07    49
Intermet Corp.                         9.750%  06/15/09    58
Intermune Inc.                         0.250%  03/01/11    69
Iridium LLC/CAP                       10.875%  07/15/05    16
Iridium LLC/CAP                       11.250%  07/15/05    17
Iridium LLC/CAP                       13.000%  07/15/05    17
Iridium LLC/CAP                       14.000%  07/15/05    15
IT Group Inc.                         11.250%  04/01/09     1
Kaiser Aluminum & Chem.               12.750%  02/01/03    12
Key Plastics                          10.250%  03/15/07     1
Kmart Corp.                            6.000%  01/01/08    16
Kmart Corp.                            8.990%  07/05/10    70
Kmart Corp.                            9.350%  01/02/20    25
Kmart Funding                          8.800%  07/01/10    75
Kmart Funding                          9.440%  07/01/18    40
Kulicke & Soffa                        0.500%  11/30/08    72
Land O Lakes Cap.                      7.450%  03/15/28    70
Lehman Bros. Holding                   6.000%  05/25/05    58
Lehman Bros. Holding                   7.500%  09/03/05    47
Level 3 Comm. Inc.                     2.875%  07/15/10    52
Level 3 Comm. Inc.                     6.000%  09/15/09    53
Level 3 Comm. Inc.                     6.000%  03/15/10    52
Liberty Media                          3.750%  02/15/30    62
Liberty Media                          4.000%  11/15/29    65
Lukens Inc.                            7.625%  08/01/04     0
LTV Corp.                              8.200%  09/15/07     0
MacSaver Financial                     7.600%  08/01/07     8
MacSaver Financial                     7.875%  08/01/03     5
Metaldyne Corp.                       11.000%  06/15/12    75
Metamor Worldwide                      2.940%  08/15/04     1
Mississippi Chem.                      7.250%  11/15/17     4
Muzak LLC                              9.875%  03/15/09    52
Nat'l Steel Corp.                      8.375%  08/01/06     3
Nat'l Steel Corp.                      9.875%  03/01/09     3
New Orl Grt N RR                       5.000%  07/01/32    74
North Atl Trading                      9.250%  03/01/12    73
Northern Pacific Railway               3.000%  01/01/47    61
Northpoint Comm.                      12.875%  02/15/10     1
Northwest Airlines                     7.248%  01/02/12    72
Northwest Airlines                     7.360%  02/01/20    66
Northwest Airlines                     7.875%  03/15/08    58
Northwest Airlines                     8.070%  01/02/15    58
Northwest Airlines                     8.130%  02/01/14    62
Northwest Airlines                     8.700%  03/15/07    68
Northwest Airlines                     9.875%  03/15/07    70
Northwest Airlines                    10.000%  02/01/09    59
Northwest Steel & Wir.                 9.500%  06/15/01     0
Nutritional Src.                      10.125%  08/01/09    74
Oakwood Homes                          7.875%  03/01/04    30
Oakwood Homes                          8.125%  03/01/09    25
Oscient Pharm                          3.500%  04/15/11    74
O'Sullivan Ind.                       13.375%  10/15/09    41
Orion Network                         11.250%  01/15/07    50
Orion Network                         12.500%  01/15/07    54
Outboard Marine                        9.125%  04/15/17     1
Owens Corning Fiber                    8.875%  06/01/02    65
Owens Corning Fiber                    9.375%  06/01/12    65
Pegasus Satellite                      9.625%  10/15/05    57
Pegasus Satellite                      9.750%  12/01/06    60
Pegasus Satellite                     12.375%  08/01/06    57
Pegasus Satellite                     12.500%  08/01/07    60
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    64
Penn Traffic Co.                      11.000%  06/29/09    57
Piedmont Aviat                         9.900%  11/08/06     8
Piedmont Aviat                        10.000%  11/08/12     0
Piedmont Aviat                        10.250%  01/15/07    23
Piedmont Aviat                        10.300%  03/28/06     7
Piedmont Aviat                        10.350%  03/28/12     0
Pixelworks Inc.                        1.750%  05/15/24    68
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     3
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packaging                      8.250%  02/01/12    69
Primedex Health                       11.500%  06/30/08    57
Primus Telecom                         3.750%  09/15/10    48
Primus Telecom                         8.000%  01/15/14    68
Psinet Inc                            10.000%  02/15/05     0
Psinet Inc                            11.500%  11/01/08     0
Railworks Corp.                       11.500%  04/15/09     0
Radnor Holdings                       11.000%  03/15/10    71
Read-Rite Corp.                        6.500%  09/01/04    51
Realco Inc.                            9.500%  12/15/07    40
Reliance Group Holdings                9.000%  11/15/00    24
Reliance Group Holdings                9.750%  11/15/03     2
RDM Sports Group                       8.000%  08/15/03     0
RJ Tower Corp.                        12.000%  06/01/13    54
Safety-Kleen Corp.                     9.250%  06/01/08     0
Safety-Kleen Corp.                     9.250%  05/15/09     0
Salton Inc.                           10.750%  12/15/05    73
Salton Inc.                           12.250%  04/15/08    60
Silverleaf Res.                       10.500%  04/01/08     0
Solectron Corp.                        0.500%  02/15/34    71
Specialty Paperb.                      9.375%  10/15/06    75
Startec Global                        12.000%  05/15/08     0
Syratech Corp.                        11.000%  04/15/07    32
Teligent Inc.                         11.500%  12/01/07     0
Teligent Inc.                         11.500%  03/01/08     1
Tom's Foods Inc.                      10.500%  11/01/04    73
Tower Automotive                       5.750%  05/15/24    20
Triton PCS Inc.                        8.750%  11/15/11    66
Triton PCS Inc.                        9.375%  02/01/11    68
Tropical SportsW                      11.000%  06/15/08    35
Twin Labs Inc.                        10.250%  05/15/06    17
United Air Lines                       6.831%  09/01/08    14
United Air Lines                       6.932%  09/01/11    50
United Air Lines                       7.270%  01/30/13    41
United Air Lines                       7.811%  10/01/09    38
United Air Lines                       8.030%  07/01/11    15
United Air Lines                       8.250%  04/26/08    21
United Air Lines                       8.310%  06/17/09    53
United Air Lines                       8.700%  10/07/08    48
United Air Lines                       9.000%  12/15/03     9
United Air Lines                       9.060%  09/26/14    46
United Air Lines                       9.125%  01/15/12     8
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    38
United Air Lines                       9.350%  04/07/16    48
United Air Lines                       9.560%  10/19/18    38
United Air Lines                       9.750%  08/15/21     8
United Air Lines                       9.760%  05/13/06    48
United Air Lines                      10.020%  03/22/14    45
United Air Lines                      10.110%  01/05/06    41
United Air Lines                      10.110%  02/19/06    38
United Air Lines                      10.125%  03/22/15    45
United Air Lines                      10.250%  07/15/21     8
United Air Lines                      10.360%  11/13/12    54
United Air Lines                      10.360%  11/20/12    54
United Air Lines                      10.670%  05/01/04     8
United Air Lines                      11.210%  05/01/14     8
Univ. Health Services                  0.426%  06/23/20    59
United Homes Inc.                     11.000%  03/15/05     0
US Air Inc.                            7.500%  04/15/08     0
US Air Inc.                            8.930%  04/15/08     0
US Air Inc.                            9.330%  01/01/06    42
US Air Inc.                           10.250%  01/15/07     1
US Air Inc.                           10.490%  06/27/05     3
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.680%  06/27/08     6
US Air Inc.                           10.700%  01/15/07    23
US Air Inc.                           10.900%  01/01/08     3
US Air Inc.                           10.900%  01/01/09     5
US Air Inc.                           10.900%  01/01/10     5
US Airways Inc.                        7.960%  01/20/18    48
US Airways Pass.                       6.820%  01/30/14    40
Venture Hldgs                          9.500%  07/01/05     1
Vesta Insurance Grp.                   8.750%  07/15/25    72
WCI Steel Inc.                        10.000%  12/01/08    51
Werner Holdings                       10.000%  11/15/07    71
Westpoint Stevens                      7.875%  06/15/05     0
Westpoint Stevens                      7.875%  06/15/08     0
Winn-Dixie Store                       8.875%  04/01/08    51
Winsloew Furniture                    12.750%  08/15/07    20
Winstar Comm                          14.000%  10/15/05     1
Winstar Comm Inc.                     10.000%  03/15/08     1
Winstar Comm Inc.                     12.500%  04/15/08     0
World Access Inc.                      4.500%  10/01/02     7
World Access Inc.                     13.250%  01/15/08     4
Xerox Corp.                            0.570%  04/21/18    50


                          *********

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 Pinili,
Jr., 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 ***