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      T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, April 26, 2005, Vol. 9, No. 97      

                          Headlines

ABFC MORTGAGE: Moody's Reviewing Ratings for Possible Downgrade
ADELPHIA COMMS: Inks $715M Claims Settlement with U.S. & SEC
ADELPHIA COMMS: Court Approves Salary Adjustments for EVPs
ADELPHIA COMMS: Gets Court Nod to Tap Holland as Special Counsel
ALDERWOODS: Will Hold Annual Shareholders Meeting on April 28

AMERICREDIT FINANCIAL: Moody's Rates $51.7M Class E Notes at Ba2
AMES DEPARTMENT: Claim Traders Press for Full Payment of Claims
AMR CORP: March 31 Balance Sheet Upside-Down by $697 Million
ATA AIRLINES: Wants to Hire Deloitte Tax as Advisor
ATA AIRLINES: Wants Lease Decision Period Extended to July 5

BEARINGPOINT INC: S&P Revises CreditWatch to Developing
BIOGAN INT'L: Restructuring Takes Effect with HMZ Metals' IPO
BUCA, INC.: Pays $400,000 for Waiver of Loan Covenant Defaults
CATHOLIC CHURCH: Insurers Get Access to Tucson Proofs of Claims
CATHOLIC CHURCH: Court Okays Tucson's Sale Procedures Motion

CITY OF CHATTANOOGA: Fitch Rates $23M Sub. Revenue Bonds at BB
CLEANTEC SUPPORT: Case Summary & 17 Largest Unsecured Creditors
COLEMAN CABLE: Posts $9 Million Net Loss in Fiscal Year 2004
COTT CORP: Earns $8.3 Million of Net Income in First Quarter
DECISIONONE CORP: Judge Walsh Confirms Chapter 11 Plan

DELTA AIR: March 31 Balance Sheet Upside-Down by $6.6 Billion
DELTA AIR: CEO Gerald Grinstein Supports Pension Preservation Act
DELTA AIR: S&P Removes Junk Ratings from CreditWatch
DELTA FUNDING: S&P Cuts Rating on Class B Certificates to B
DPL CAPITAL: S&P Upgrades Ratings on Six Certificate Classes

EASTMAN KODAK: Digital Transition Prompts S&P to Lower Ratings
EXPRESS FREIGHT: Case Summary & 19 Largest Unsecured Creditors
FALCONBRIDGE LTD: Posts $221 Million Earnings for First Quarter
FEDERAL-MOGUL: Has Until Aug. 1 to Make Lease-Related Decisions
FRIEDMAN'S INC: Names Pamela Romano President & COO

GADZOOKS INC: Taps Glass & Associates as Responsible Person
GARDNER DENVER: Moody's Rates Planned $125M Sr. Sub. Notes at B2
GEORGETOWN STEEL: Trustee Has Until May 2 to Object to Claims
HAWAIIAN AIRLINES: Posts $4.4 Million Operating Profit for March
HUFFY CORPORATION: Hires Marcum & Kleigman as Accountant & Auditor

INDYMAC ABS: S&P Junks Class BV and BF Certificates
INNOVATIVE WATER: Stan Kurylowicz Resigns as Executive VP
KMART CORP: Court Denies DDR MDT's Move to Clarify April 15 Order
LARGE SCALE: Deloitte & Touche Raises Going Concern Doubt
LOOK COMMS: Posts $2.38 Million Net Loss for Second Quarter

LUBRIZOL CORP: Good Cash Flow Measures Cue S&P to Hold Ratings
MASTR ADJUSTABLE: S&P Holds Low-B Ratings on 14 Class Certificates
MAYTAG CORP: Poor Performance Prompts S&P to Lower Ratings to BB
MERRILL LYNCH: Fitch Puts Low-B Ratings on Two Private Classes
MICROTEC ENTERPRISES: Files CCAA Plan of Arrangement

MIRANT CORP: New York State Says Disclosure Statement is Deficient
MIRANT CORP: New York City Says Disclosure Statement Lacks Info
MIRANT CORP: MAGi Comm. Hires James M. Donnell as Consultant
MUZAK LLC: Moody's Withdraws Low-B Ratings on Senior Sec. Debts
NETWORK INSTALLATION: Delays Form 10-KSB Filing to Complete Audit

NORTHWEST AIRLINES: Mar. 31 Balance Sheet Upside-Down by $3.5 Bil.
OAKWOOD HOMES: Liquidation Trust Inks Settlement Pact with Wausau
ONE TO ONE: Owes $3.5 Million to Former Chief Technology Officer
ORION HEALTHCORP: Complex Transactions Delay Form 10-KSB Filing
PALMDALE HILLS: Moody's Rates Planned $75M Senior Sec. Loan at B2

ROBERT FIREBAUGH: Case Summary & 20 Largest Unsecured Creditors
ROUGE INDUSTRIES: Court Approves Settlement Pact with Gibraltar
RUSSELL CORP: Poor Performance Prompts S&P to Pare Ratings to BB-
SEARS HOLDINGS: Canadian Unit Earns $13.9M Net Income in 1st Qtr.
SOUTHERN STATES: Glass & Associates Wraps Up Two-Year Turnaround

TACTICA INT'L: Phoenix Management Approved as Financial Advisors
THISTLE MINING: PwC Tells Creditors to Vote for CCAA Plan
TEXAS STATE: Moody's Junks Junior & Subordinate Bonds
UAL CORP: Retired Pilots Opposing Pension Plan Termination
UAL CORP: Asks for Interim Relief from Modified AFA Labor Pact

UAL CORP: Creditors Committee Supports Exclusive Period Extension
UNITED REFINING: Explains $15.35 Million EBITDA Loss
USM CORPORATION: Hires Duane Morris as Bankruptcy Counsel
VARTEC TELECOM: Committee Taps Neligan Tarpley as Special Counsel
VISTEON CORP: Moody's Slices Senior Implied Rating to B1 from Ba2

W&J JOHNSON: Case Summary & 2 Largest Unsecured Creditors
WACHOVIA BANK: S&P Puts Low-B Ratings on Six Certificate Classes
WHX CORP: Creditors Committee Taps Sonnenschein Nath as Counsel
WHX CORP: Committee Taps Imperial Capital as Financial Advisors
WESTPOINT STEVENS: Wants Ct. to OK 7th Amendment to DIP Financing

WORLDCOM INC: Wis. PSC Litigation Will Run Its Course in State Ct.

* Landers & Rosenthal Co-Chair Gibson Dunn's Restructuring Group
* Moody's Names C. Robinson Managing Director for Public Finance

* Large Companies with Insolvent Balance Sheets

                          *********

ABFC MORTGAGE: Moody's Reviewing Ratings for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade two
certificates from an Ameriquest asset-backed securitization deal
from 2001.  The transaction consists of fixed-rate, first-lien
subprime mortgage loans.  The servicer and the originator on the
transaction is Ameriquest Mortgage Company.

The two most subordinate tranches from the Series 2001-AQ1
transaction have been placed on review for downgrade because
existing credit enhancement levels are low given the current
projected losses on the underlying pools.  The transaction has
taken losses and pipeline loss could cause eventual erosion of the
overcollateralization.

Complete rating actions are:

Issuer: ABFC Mortgage Loan Asset-Backed Certificates

Review for Downgrade:

   * Series 2001-AQ1; Class M-2, current rating A2, under review
     for possible downgrade

   * Series 2001-AQ1; Class B, current rating Ba2, under review
     for possible downgrade


ADELPHIA COMMS: Inks $715M Claims Settlement with U.S. & SEC
------------------------------------------------------------
Marking another major milestone toward the resolution of its
Chapter 11 Bankruptcy case, Adelphia Communications Corporation
(OTC: ADELQ) has agreed to settle pending and potential claims by
the Securities and Exchange Commission and the United States
Attorney's Office for the Southern District of New York related to
the conduct of Adelphia's prior management.  Under the settlement,
Adelphia will pay $715 million in value to the United States,
which will administer the fund for the benefit of investors harmed
by previous management.  The payment to the government will
consist of stock, future proceeds of litigation, and, assuming
consummation of the Company's pending sale to Time Warner and
Comcast, cash.

The U.S. Bankruptcy Court and the U.S. District Court for the
Southern District of New York must approve various elements of the
settlement, which also resolves the fate of more than a dozen so-
called "managed cable entities," -- cable systems totaling
approximately 227,000 subscribers that are owned by the Rigas
family but managed by Adelphia.

"This tentative settlement is the product of lengthy negotiation
and compromise and it is the price we must pay to protect against
the much larger potential harm of leaving the government claims
and fate of the managed cable entities unresolved," said Bill
Schleyer, chairman and CEO of Adelphia.  "Preserving value for our
constituents was utmost in our minds during these negotiations and
we believe this is the best possible outcome given the
circumstances."

Under the settlement, if all required court approvals are
obtained, the government will obtain through forfeiture and then
transfer to Adelphia all the managed cable entities other than two
small companies located in Coudersport/Port Allegheny and
Emporium, Pennsylvania.  The managed entities to be obtained by
Adelphia represent the overwhelming majority of the managed cable
entities' subscribers and value, which will be available for
inclusion in the sale.

The composition of Adelphia's payment for the benefit of injured
investors will depend on the results of its pending sale to Time
Warner and Comcast.  Under the current anticipated sale, the
components will be $600 million in cash and stock (with at least
$200 million in cash) and a $115 million interest in future
proceeds of litigation against third parties who injured Adelphia.
If a sale is not completed and Adelphia emerges as an independent
entity, the $600 million component will consist entirely of
Adelphia stock.

Absent this settlement, Adelphia faced the prospect of selling the
company or reorganizing minus the significant value of the managed
cable entities.  Instead, this settlement offers multiple
benefits.  Adelphia obtains the overwhelming majority of the
managed entities and substantial value is made available to
reimburse victims of the fraud perpetrated by Adelphia's prior
management.  Adelphia has also agreed to customary terms involving
future cooperation with the United States Attorney and the
Securities and Exchange Commission, and to a consent decree
requiring future compliance with securities laws.

A Bankruptcy Court approval hearing on the proposed settlement
will be held before Judge Robert E. Gerber in the U.S. Bankruptcy
Court for the Southern District of New York.  If approval is not
granted by the Bankruptcy Court by May 30, 2005, or such other
date as may be set for the sentencing of John J. Rigas and Timothy
J. Rigas, neither the government nor Adelphia will be bound by the
principal economic terms of the settlement.  John and Tim Rigas
currently are scheduled to be sentenced on June 1, 2005, at which
time the district court is expected to consider approval of the
Rigases' agreement to forfeit properties if the Bankruptcy Court
approval process has been completed.  The settlement with the SEC
must also be approved by the federal district court presiding over
that case.

            Official Equity Committee Applauds Settlement

Adelphia's Official Committee of Equity Security Holders, which
represents the interests of Adelphia's shareholders in the
bankruptcy proceedings, praised the settlement.

"We applaud the U.S. Attorney's Office and the Securities &
Exchange Commission for their commitment to holding the
perpetrators of this massive fraud accountable," said Peter D.
Morgenstern of Bragar Wexler Eagel & Morgenstern, P.C., attorneys
for the Equity Committee.  "Adelphia's shareholders suffered
billions of dollars in losses," continued Mr. Morgenstern, "and we
are pleased that the Government's announced settlement will create
a mechanism that will begin to compensate shareholder victims for
those losses."

The Equity Committee is made up of major investors in Adelphia.  
None of the Equity Committee members are affiliated with the Rigas
family.  The Equity Committee is represented by Bragar Wexler
Eagel & Morgenstern, P.C., led by partner Peter D. Morgenstern,
Esq.

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 COMMS: Court Approves Salary Adjustments for EVPs
----------------------------------------------------------
Since they joined Adelphia Communications Corporation in 2003,
the Debtors' Executive Vice Presidents -- Vanessa Wittman, Chief
Financial Officer, and Brad Sonnenberg, General Counsel -- have
become invaluable to the Debtors' reorganization process,
according to Myron Trepper, Esq., at Willkie Farr & Gallagher
LLP, in New York.  Ms. Wittman and Mr. Sonnenberg helped ACOM's
Board of Directors, the Chief Executive Officer and the Chief
Operating Officer in achieving maximum value of ACOM's
constituents.  Without the EVPs dedicated participation in the
Debtors' dual-track emergence process, Mr. Trepper says, it would
be significantly more difficult to timely sell the company or
emerge from bankruptcy on a stand-alone basis.

                   Ms. Wittman's Responsibilities

"As CFO, Ms. Wittman has a tremendous amount of responsibility as
the Debtors make their way toward emergence," Mr. Trepper says.
In connection with the sale process, Ms. Wittman is charged with:

    -- completion of outstanding diligence items requested by
       multiple bidders,

    -- diligence with respect to potential purchasers,

    -- negotiations over value,

    -- contract negotiations with bidders,

    -- coordination of information flow to constituents regarding
       bids,

    -- coordination of merger and acquisition advisors,

    -- value maximization analysis,

    -- tax analysis,

    -- distribution of proceeds analysis, and

    -- negotiation of potential state tax claims.

Ms. Wittman also supervises a number of other tasks regarding
plan of reorganization issues, including:

    -- the preparation of draft 2004 financials,

    -- updating the disclosure statement,

    -- assisting with the liquidation analysis,

    -- potential preparation of fresh start accounting,

    -- negotiation and explanation of intercompany balances and
       their impact on intercreditor settlements,

    -- analysis of intercreditor settlement alternatives, and

    -- the claims resolution process.

In terms of general finance and accounting duties as well as
other miscellaneous responsibilities, Ms. Wittman is tasked with:

    -- overseeing budgeting issues,

    -- organizing and supervising the preparation of responses to
       the Securities and Exchange Commission with respect to the
       SEC's comments to the 10-K filed in December of 2004,

    -- preparation of 2004 financials and any related carve-out
       audits required by purchasers,

    -- preparation of over 4,000 state, local and federal tax
       returns related to the restatement,

    -- completion of the 2004 Sarbanes Oxley compliance,

    -- oversight of asset divestitures and partnerships,

    -- negotiation of disputes with respect to the Debtors'
       partnerships,

    -- debtor-in-possession facility extension marketing,

    -- contract support for key programming contracts,

    -- resolution of Rigas property issues,

    -- assistance in the resolution of litigation claims, and

    -- oversight of Fee Committee issues.

                  Mr. Sonnenberg's Responsibilities

Similarly, Mr. Trepper says, Mr. Sonnenberg has had a vast of
ever-increasing responsibilities in the Debtors' cases, many of
which are above and beyond what his peers at other large
companies are required to manage.  "As chief legal advisor to the
Board and the Board's audit, governance, and compensation
committees, Mr. Sonnenberg oversees the numerous, very sensitive,
legal and governance issues confronting the Board," Mr. Trepper
relates.  In addition, Mr. Sonnenberg oversees all aspects of the
Company's legal and regulatory compliance, including securities
compliance and disclosure, legal aspects of the Debtors' audit,
restructuring and sale processes, litigations implicating
significant assets of the Debtors, federal and local government
relations, including local franchising, participation in industry
public policy issues, political advocacy, and the Debtors' very
complex negotiations with the Department of Justice and
Securities and Exchange Commission.  Mr. Trepper tells the U.S.
Bankruptcy Court for the Southern District of New York that Mr.
Sonnenberg heads a legal department that he built from very little
foundation, supervising the delivery of a wide range of legal
services in addition to those identified, like those required by
the Debtors' accounting, finance, human resources, commercial
relations, marketing, and technology operations.  Mr. Sonnenberg
also supervises and coordinates with a wide array of outside
counsel.

              Asset Sale Will Mean More Work for EVPs

In the event the Debtors' businesses are sold, the EVPs will have
a host of additional responsibilities.  Ms. Wittman will be
tasked with, among other things:

    -- coordination and oversight of myriad tax filings,

    -- transition of financial information systems to a buyer,

    -- conversion of current billing platforms,

    -- resolution of the financial statements of the Rigas
       properties,

    -- coordination of 2004 audits of the company and the joint
       venture,

    -- filing of multiple tax returns, oversight of contract
       covenant compliance,

    -- continuation of Sarbanes Oxley tasks and compliance,

    -- preparation of transition agreements for multiple sectors
       of the company,

    -- financial work in support of LFA transfers,

    -- additional review of contracts for potential rejections,
       and

    -- navigation and negotiation of potential price adjustments.

Mr. Sonnenberg's ongoing responsibilities will not only continue
but expand between signing and closing, Mr. Trepper says.
Specifically, Mr. Sonnenberg will have additional, critical
responsibilities necessary to the close of any transaction,
including obtaining Communications Act and antitrust approvals,
local franchising consents, Adelphia-side legal compliance with
closing conditions and other contract terms, reviewing, and if
necessary, challenging, buyer-side legal compliance with closing
conditions and other contract terms, legal oversight over any
disputes that may arise in a sale transaction, legal opinions and
representation letters required for closing, consummation of any
SEC or DOJ settlement, and numerous, complex legal issues arising
from the integration of any sales transaction into a plan of
reorganization.

                   Enhanced Compensation Benefits

If the Debtors were to lose Ms. Wittman and/or Mr. Sonnenberg and
the Debtors' emergence process was delayed by even one month, Mr.
Trepper says, the Debtors could lose more than $20,000,000, the
current run rate for professional fees, in addition to an extra
month of accrued interest on the Debtors' bonds, totaling tens of
millions of dollars.  "Additionally, if the EVPs were to resign,
the Debtors would be left with a chaotic environment lacking
their essential leadership.  Moreover, it is unlikely that anyone
would step into the EVPs' underpaid and overworked shoes and
assume their atypical responsibilities.  Undoubtedly, given the
EVPs' complicated roles and current levels of compensation, it
would prove extremely difficult for the Debtors to successfully
recruit qualified executives with bankruptcy experience who are
willing to assume the risks and perform the duties attendant to
the EVPs' positions without any assurance that a long-term
opportunity with Adelphia exists."

Mr. Trepper informs Judge Gerber that Ms. Wittman and Mr.
Sonnenberg have made many sacrifices for the Debtors.  "It is
only fair that the EVPs now be equitably compensated through
measures they more than deserve."

At the Debtors' behest, the Court approved:

    (a) Adjusted Base Salaries for Executive Vice Presidents;

    (b) an Amended Short Term Incentive Plan Opportunity for
        General Counsel;

    (c) a Key Employee Continuity Plan for Executive Vice
        Presidents; and

    (d) an Amended Performance Retention Plan for Executive Vice
        Presidents.

After lengthy analysis and consideration, the Compensation
Committee of ACOM's Board has approved the EVP KERP proposal.
The Compensation Committee consulted Watson Wyatt Worldwide while
ACOM's management reviewed data provided by Towers Perrin HR
Services.

1. Adjusted Base Salaries and Amended Short Term Incentive Plan

    The Debtors plan to increase Ms. Wittman's base salary from
    $490,000 to $600,000 and Mr. Sonnenberg's base salary from
    $266,000 to $325,000 effective as of January 1, 2005.

    The Debtors also seek the Court's authority to increase Mr.
    Sonnenberg's STIP opportunity from 60% to 80% of EBITDAR
    target so that he could potentially realize a STIP bonus of
    $260,000.

2. Key Employee Continuity Program

    The EVPs will be eligible to receive Stay Bonuses in an amount
    that is one and a half times their base salaries, totaling
    $900,000 for Ms. Wittman and $487,500 for Mr. Sonnenberg.  In
    the event of a sale of the company, the EVPs will be eligible
    to receive Sale Bonuses in an amount that is two times their
    base salaries, totaling $1,200,000 for Ms. Wittman and
    $650,000 for Mr. Sonnenberg.

3. Amended Performance Retention Plan

    In September 2004, the Court approved an amendment to the
    Debtors' Performance Retention Plan whereby the performance
    awards intended to replace the long-term incentive component
    of an employee's compensation package in the absence of an
    equity-based compensation plan, can potentially vest, at the
    discretion of the Compensation Committee, if an employee is
    terminated as a result of the sale of less than substantially
    all of the Debtors' assets.  Although it is unlikely that
    either of the EVPs would be terminated as a result of a sale
    of less than substantially all of the Debtors' assets, out of
    an abundance of caution and for consistency purposes, the
    Debtors wish to apply the amended PRP trigger to the EVPs.

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. 88; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Gets Court Nod to Tap Holland as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Adelphia Communications Corporation and its debtor-
affiliates' application to hire Holland & Knight LLP as their
special counsel.

Holland & Knight provides general representation to its clients
in numerous areas, including corporate, regulatory and litigation
matters.  

On March 16, 2004, the Debtors employed Holland & Knight as an
ordinary course professional.  Currently, the Debtors deem it
necessary to employ Holland & Knight as special counsel because:

    -- the firm has begun to exceed the monthly cap for ordinary
       course professionals; and

    -- the Debtors seek to expand the scope of the services the
       firm provides to them.

As special counsel, Holland & Knight will:

    a. represent the Debtors in the litigation involving Circle
       Acquisitions, Inc.;

    b. provide representation in general litigation matters in the
       Southeast region; and

    c. provide legal advice pertaining to business matters in the
       Southeast region.

The Debtors will pay the firm based on its hourly rates and
reimburse the firm of its actual and necessary expenses incurred.
Holland & Knight's current hourly rates are:

             Attorneys                $170 to $700
             Paralegals                $90 to $245

As of March 18, 2005, Holland & Knight received $334,598 from the
Debtors.  The Debtors still owe the firm $418,424 for fees and
expenses incurred.

David R. Softness, Esq., a partner at Holland & Knight, assures
the Court that the firm does not hold or represent an interest
adverse to the Debtors' estates.

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. 86; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALDERWOODS: Will Hold Annual Shareholders Meeting on April 28
-------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Alderwoods Group, Inc., disclosed that it will hold
its Annual Meeting of Shareholders on Thursday, April 28, 2005, at
10:30 a.m. at the New York Marriott East Side, located at 525
Lexington Avenue, in New York.

At the Annual Meeting, the Alderwoods shareholders will be asked
to:

    (a) elect nine Directors, of which the nominees are:

           (1) John S. Lacey,
           (2) Paul A. Houston,
           (3) Lloyd E. Campbell,
           (4) Anthony G. Eames,
           (5) Charles M. Elson,
           (6) David R. Hilty,
           (7) Olivia F. Kirtley,
           (8) William R. Riedl, and
           (9) W. MacDonald Snow, Jr.

        The Board of Directors recommends each shareholder to vote
        for the election of each of the nominees;

    (b) approve an Employee Stock Purchase Plan for the Company;

    (c) approve a 2005 Equity Incentive Plan for the Company; and

    (d) act on other business that may come before the annual
        meeting.

Stockholders of record at the close of business on March 1, 2005,
will be entitled to vote at the Annual Meeting.

                      Employee Stock Purchase Plan

On March 15, 2005, the Board adopted the Alderwoods Group Employee
Stock Purchase Plan, subject to shareholder approval.

The Stock Purchase Plan is designed to provide employees of the
Company and its subsidiaries with an opportunity to purchase
shares of Common Stock through payroll deductions and thereby to
better enable the Company and its subsidiaries to retain and
attract qualified employees and to provide additional incentives
through increased stock ownership.  Up to 1,100,000 shares of
Common Stock may be purchased under the Stock Purchase Plan,
subject to adjustment to reflect any change in the Company's
outstanding shares by reason of a merger, consolidation,
reorganization or other corporate transaction or by reason of a
stock dividend, stock split, or other capital adjustment as is
determined equitable by the Board.

                       2005 Equity Incentive Plan

On March 15, 2005, the Board also adopted the Alderwoods 2005
Equity Incentive Plan, subject to shareholder approval.

The 2005 Equity Incentive Plan affords the Board the ability to
design compensatory awards that are responsive to the company's
needs, and includes authorization for awards designed to attract
and retain officers, directors and other key employees of the
Company and its subsidiaries and to provide those employees
incentives and rewards for superior performance.

The company has historically granted equity awards under various
plans, including the 2002 Equity Incentive Plan.

Total awards under the 2005 Equity Incentive Plan are limited to
1,800,000 shares of Common Stock.  The 2005 Equity Incentive Plan
also limits the number of stock options and restricted stock units
subject to the achievement of management objectives that may be
granted to any one participant in a calendar year to 500,000.

The Board of Directors also recommends that the shareholders vote
for the Employee Stock Purchase and 2005 Equity Incentive Plan.

A full-text copy of Alderwoods' Joint Proxy Statement is available
for free at:

    http://www.sec.gov/Archives/edgar/data/927914/000104746905009114/a2155185zdef14a.htm

Alderwoods Group is the second largest operator of funeral homes
and cemeteries in North America, based upon total revenue and
number of locations.  As of June 19, 2004, the Company operated
716 funeral homes, 130 cemeteries and 61 combination funeral home
and cemetery locations throughout North America.  Of the Company's
total locations, 59 funeral homes, 53 cemeteries and four
combination funeral home and cemetery locations were held for
sales as of June 19, 2004.  The Company provides funeral and
cemetery services and products on both an at-need and pre-need
basis.  In support of the pre-need business, the Company operates
insurance subsidiaries that provide customers with a funding
mechanism for the pre-arrangement of funerals.

                         *     *     *

As previously reported in the Troubled Company Reporter on
July 27, 2004, Standard & Poor's Ratings Services it affirmed its
'B+' corporate credit rating on the funeral home and cemetery
operator Alderwoods Group, Inc., and assigned its 'B' debt rating
to the company's proposed $200 million senior unsecured notes due
in 2012.  At the same time, Standard & Poor's also assigned its
'BB-' senior secured bank loan rating and its '1' recovery rating
to Alderwoods' proposed $75 million revolving credit facility,
which matures in 2008, and to its proposed term loan B, which
matures in 2009.  The existing term loan had $242 million
outstanding at March 27, 2004, but will be increased in size.  The
bank loan ratings indicate that Standard & Poor's expects a full
recovery of principal in the event of a default, based on an
assessment of the loan collateral package and estimated asset
values in a distressed default scenario.  The company is expected
to use the proceeds from the new financings to redeem $320 million
of 12.25% senior unsecured notes, repay a $25 million subordinated
loan, and fund transaction costs.  As of March 27, 2004, the
company had $614 million of debt outstanding.


AMERICREDIT FINANCIAL: Moody's Rates $51.7M Class E Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service has assigned ratings of Prime-1, Aaa,
Aa1, A1, Baa2 and Ba2 to the notes issued in the AmeriCredit
Financial Services, Inc., 2005-1 automobile loan securitization.

Moody's said the Prime-1 rating of the Class A-1 money market
tranche is based on the expected cashflows on the underlying
receivables during the collection periods prior to the Class A-1
final maturity date.  The ratings of the remaining classes of
notes are based on:

   (1) the quality of the underlying auto loans and their expected
       performance;

   (2) the strength of the transaction's structure;

   (3) the enhancement provided by subordination ranging from
       31.25% to 6.50%, overcollateralization, a reserve account
       and available excess spread; and

   (4) the experience of AmeriCredit as servicer.

Issuer: AmeriCredit Automobile Receivables Trust 2005-1

   * $138,000,000 3.1425% Class A-1 Notes, rated Prime-1
   * $256,000,000 3.82% Class A-2 Notes, rated Aaa
   * $107,330,000 4.26% Class A-3 Notes, rated Aaa
   * $63,660,000 4.48% Class B Notes, rated Aa1
   * $79,570,000 4.73% Class C Notes, rated A1
   * $53,710,000 5.04% Class D Notes, rated Baa2
   * $51,730,000 5.82% Class E Notes, rated Ba2

    Americredit's Fifth U.S. Senior/Subordinated Owner Trust
                    Without Monoline Guaranty

This is AmeriCredit's second term securitization of the year and
its second standalone, senior/subordinated transaction since 2002.
Household and Wells Fargo are the only other subprime auto issuers
in recent years to have issued Aaa-rated deals without the benefit
of a monoline guaranty.  The transaction is structured as an owner
trust, which is issuing seven classes of notes.  The notes will
receive principal payments in sequential order.

         Credit Enhancement Provided by Subordination,
          Overcollateralization and a Reserve Account

All classes of notes benefit from overcollateralization, a reserve
account and available excess spread.  The initial
overcollateralization is 5.75% of the initial pool balance (down
from 9.50% in the company's last senior/sub transaction, 2004-1).
The initial reserve account deposit is 2.00%.  The reserve account
is non-declining, remaining at 2.00% of the initial pool balance.

Excess spread will be used to increase overcollateralization to
its target amount of 17.50% of the outstanding pool balance (down
from 22.00% in 2004-1) less the amount required to be in the
reserve account.  In other words, the overcollateralization plus
the reserve account builds to a target of 17.50% of the
outstanding pool balance.  The combined reserve account and
overcollateralization amount has a floor of 2.50% of the initial
pool balance.  As the pool amortizes, overcollateralization will
continue to build, subject to a cap of 30.00% of the outstanding
pool balance.  In addition to the overcollateralization, reserve
account and available excess spread, Classes A through D benefit
from varying levels of subordination.  Subordination is equivalent
to 31.25%, 23.25%, 13.25% and 6.50%, respectively, for the Class
A, B, C and D notes.

While Class E is the most subordinate class, it does benefit from
a turbo feature whereby, after the reserve account combined with
overcollateralization reaches the target level of 17.50%, excess
spread will be used to amortize the Class E notes until they are
fully repaid.  The credit protection provided to the more senior
tranches by the subordination of the Class E does not disappear as
the Class E is turboed.  The Class E notes are simply replaced
with additional overcollateralization.

Relative to 2004-1, the reductions in the initial amount of
overcollateralization as well as the combined target level of
overcollateralization plus reserve account are partially offset by
an increase in excess spread in this transaction.  In addition,
there is greater certainty with respect to the company's stability
as well as the performance of its recent securitizations than
there was at the time the 2004-1 transaction was rated.  This
greater degree of certainty permits a somewhat lower level of
credit enhancement than in 2004-1 to achieve the assigned ratings.

         Pool Characteristics Essentially Unchanged
                 from Most Recent Transaction

The credit quality of the pool of retail installment sales
contracts securing the 2005-1 notes is very modestly weaker than
that securing the company's most recent transaction, 2005-A-X as
gauged by the company's weighted average internal credit score as
well as the distribution of loans by score.

As of the statistical cutoff date, and on a weighted average
basis, the pool had an annual percentage rate of 16.77%, an
original maturity of 64 months and remaining maturity of 63
months.  The percentage of used vehicles (by principal balance) is
70%.  The obligors are fairly well diversified geographically,
with the largest concentrations in:

               * Texas (12%),
               * California (11%), and
               * Florida (11%).

AmeriCredit, with headquarters in Fort Worth, Texas, is one of the
largest independent subprime auto finance companies in the United
States. AmeriCredit's senior unsecured debt is rated B1.  On
September 24, 2004, Moody's changed its rating outlook of the
company from negative to stable.


AMES DEPARTMENT: Claim Traders Press for Full Payment of Claims
---------------------------------------------------------------
Alternative Finance Inc., Capital Advisors, Capital Investors
LLC, KT Trust and Liquidity Solutions, Inc., doing business as
Capital Markets and Revenue Management, acquired ownership of
certain allowed administrative expense claims aggregating
$2,624,963:

    Holder        Transferor                       Claim Amount
    ------        ----------                       ------------
    Alternative   Samuel Aaron Int'l                   $41,121
    Finance

    Capital       Acme International                   $35,059
    Advisors      Brentwood Originals                   28,650
                  Coronet Corporation                  172,872
                  Rocky Mountain                        96,670
                  Temtex Industries, Inc.               31,870

    Capital       Apparel Trading Int'l., Inc.        $101,697
    Investors     Beistle Company                       49,000
                  Canadian Garment Exporters USA       165,225
                  Capital Factors - KA                 100,980
                  Deco Art                              21,349
                  Ikeddi Enterprises                   102,355
                  Jazzman Sportwear Corp.                6,000
                  Penn Dutch Cake & Pie Co., LLC         1,882
                  Red River Knitting Co., LLC           81,378
                  SBA                                    8,871
                  Studio 33                             48,000
                  Tuffware Industries                   36,288
                  Wings Manufacturing Company          130,512
                  Elrene Manufacturing Co., Inc.       113,361

    KT Trust      LA Girl Kids, Inc.                   $24,876
                  K'Nex Industries, Inc.               164,028

    Liquidity     Clinton Nursery                      $16,693
    Solutions     Fun Bunch Kids                        30,871
                  Future Sales & Liquidations          125,000
                  I Shalom & Co. (rec. claim)           12,960
                  I Shalon & Co.                        69,793
                  Maui Toys, Inc.                        6,845
                  Paquette Fine Foods                   44,928
                  Plymouth, Inc.                         2,102
                  Sun & Skin Care Research               8,165
                  The CIT Group/CS, Inc.               144,496
                  The Northeast Company                125,601
                  Trau & Loevner                       249,723
                  B.E. Game Corp.                       10,260
                  Value Industries, LLC                215,481
                                                   ------------
                          TOTAL                     $2,624,963
                                                   ============

According to Paul N. Silverstein, Esq., at Andrews Kurth LLP, in
New York, Alternative Finance, et al., have not received payment
for the claims.  Mr. Silverstein notes that the Debtors'
rationale for suspending payment of the claims was to ensure that
adequate funds are available to treat the holders of the claims
equally.

Pursuant Section 2.1 of the Debtors' Chapter 11 Plan, the Debtors
will pay 100% of the allowed administrative expense claims.  In
the Disclosure Statement accompanying the Plan, the Debtors
concede that there are adequate funds available to pay all
holders of allowed administrative expense claims in full.

Although the Plan has not yet been confirmed, the Debtors have
made interim distributions of 40% to certain holders of allowed
administrative expense claims.

Mr. Silverstein argues that holders of all allowed administrative
claims should receive the same amount of distributions at the
same time.

Bankruptcy courts have ruled, Mr. Silverstein notes, that one of
the fundamental principles underlying the Bankruptcy Code is that
similarly situated creditors -- such as the holders of the
allowed administrative expense claims -- must be treated equally.
By arbitrarily paying some of the allowed administrative expense
claims now and not others, including Alternative Finance, et al.,
the Debtors have violated this rule, Mr. Silverstein asserts.

Alternative Finance, et al., therefore, ask the Court to compel
the Debtors to make interim distributions in respect of their
administrative claims.

Ames Department Stores filed for chapter 11 protection on
August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMR CORP: March 31 Balance Sheet Upside-Down by $697 Million
------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.,
reported a net loss of $162 million for the first quarter, which
included a benefit of $69 million related to certain excise tax
refunds.  Without this tax credit, AMR would have recorded a net
loss of $230 million.  This compares to a loss of $166 million in
the first quarter last year.

"In many ways, the story for the first quarter is very similar to
what we have seen the past several quarters," said AMR Chairman
and CEO Gerard Arpey.  "The combination of extraordinarily high
fuel prices and low fares continues to take a heavy financial
toll."  Mr. Arpey pointed out that because of higher fuel prices,
excluding the tax credit received this quarter, the company paid
$346 million more for fuel during the first quarter of 2005 than
it did during the same period the year before.

"On the other hand," Mr. Arpey said, "while the financial
environment remains very difficult, we are nonetheless performing
well in many other important areas.  Our employee and aircraft
productivity are at historically high levels, more customers are
choosing American, and our on-time performance has improved
significantly."

American's passenger revenue per available seat mile increased 3.7
percent year over year, to 8.96 cents, driven by strong load
factors and a series of network adjustments the airline has
implemented in recent months.  "We made a number of changes to our
network last year," Mr. Arpey said, "reducing our overall domestic
capacity, strengthening our hubs and adding new international
routes, to name a few.  And we are starting to see those changes
bear fruit in our revenue performance.  Regrettably, that silver
lining does not come close to offsetting the impact of oil at 50-
plus dollars per barrel."

Although American's mainline cost per available seat mile
increased 3.3 percent, including the tax credit, and 4.6 percent,
excluding the tax credit, Arpey noted that American's success in
reigning in costs was illustrated by the 3.2 percent drop in the
airline's fuel-neutral unit costs, excluding the tax credit.  "Our
people continue to do a great job in finding ways to reduce
costs," he said.  "Their efforts are even more impressive, and
more important, when you consider that in addition to much higher
fuel costs, we are facing significant upward pressure in airport
rents, landing fees, health care -- for both active and retired
employees -- and a variety of other areas."

Even in the face of the current fuel and revenue environment, AMR
was able to contribute more than $138 million to its various
defined benefit pension plans.  AMR also was able, during the
quarter, to further build on its cash balance, ending the period
with a balance in cash and short-term investments of $3.5 billion,
including a restricted balance of $483 million.

"American clearly still has a lot of work to do to reach its goal
of sustained profitability," Mr. Arpey said. "Despite fuel, and
despite fares, however, we are making progress.  The key to our
progress has been -- and will continue to be -- working together
to identify the changes necessary to ensure our future."

Mr. Arpey pointed to the recently announced initiative to
transform American's Maintenance and Engineering Center in Tulsa,
Okla., into a future profit center as evidence of what can happen
when management, employees and their representatives work together
to find creative solutions to the company's challenges.  Mr. Arpey
also noted the joint position taken by the company, on behalf of
its employees, and with its labor unions on pension legislative
reform as another example of how the company and its unions are
addressing key issues as business partners.

"We need to be realistic about the headwinds we are up against,"
Mr. Arpey said.  "But even more importantly, we need to remember
that by working collaboratively and imaginatively, we will control
our own destiny and complete the turnaround we have begun."

At March 31, 2005, AMR Corporation's balance sheet showed a
$697 million stockholders' deficit, compared to a $581 million
deficit at Dec. 31, 2004.

                        About the Company

Based in Fort Worth, Texas, AMR Corporation is the parent company
of American Airlines and American Eagle Airlines.  The company's
stock is listed on the New York Stock Exchange under the trading
symbol AMR.

For more information on the company, visit http://www.amrcorp.com/   

American Airlines is the world's largest carrier. American,
American Eagle and the AmericanConnection regional carriers serve
more than 250 cities in over 40 countries with more than 3,900
daily flights. The combined network fleet numbers more than 1,000
aircraft. American's award-winning Web site -- http://www.AA.com/
-- provides users with easy access to check and book fares, plus
personalized news, information and travel offers. American
Airlines is a founding member of the oneworld Alliance.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services lowered its ratings on selected
equipment trust certificates and enhanced equipment trust
certificates 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.


ATA AIRLINES: Wants to Hire Deloitte Tax as Advisor
---------------------------------------------------
ATA Airlines, Inc. and its debtor-affiliates seek the United
States Bankruptcy Court for the Southern District of Indiana's
authority to employ Deloitte Tax LLP, as their tax advisor nunc
pro tunc to October 26, 2004.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
tells the Court that Deloitte Tax has extensive experience and an
excellent reputation for its services in various reorganization
and restructuring cases throughout the United States.  The
services of Deloitte Tax are necessary to enable the Debtors to
maximize the value of their estates and reorganize successfully.

                  Contingency Fee Employments

Deloitte Tax will provide consulting services with respect to
personal property taxes assessed for tax years 2001, 2002, 2003
and 2004 with respect to personal property owned, managed or
controlled by the Debtors in various locations, pursuant to these
engagements:

       Tax Years        Engagement Letter
       ---------        -----------------
       2001/2002        December 3, 2001
       2003             April 4, 2003
       2004             June 9, 2004
       2005             February 21, 2005

Except for the February 21 Engagement Letter, the Engagement
Letters were executed prior to the Debtors' bankruptcy.

As Tax Advisor, Deloitte Tax will provide these services for the
2005 tax year:

   * Analyze industry trends, economic conditions, recent
     technological advances and emerging appraisal methodologies
     that may directly impact value;

   * Review the information provided by the Debtors and secured
     through research, including a review of available tax
     authority records where appropriate, and develop a value
     position;

   * Review the value position with the Debtors to mutually
     develop a Target Value -- an agreed upon range of values
     developed for settlement purposes -- as appropriate;

   * Prepare analysis for use in the Debtors' negotiation of
     values informally where possible and prepare and assist in
     presentations of formal protests before relevant Appraisal
     Review Boards/Boards of Appeal.  Deloitte Tax will provide
     the Debtors with assistance in the negotiation process and
     will consult with the Debtors regarding the merits of
     continuing the negotiation process;

   * Recommend approving or appealing initial and final
     assessments.  Following consultation with the Debtors, and
     where mutually agreed, Deloitte Tax will represent the
     Debtors in administrative-level appeal hearings with respect
     to the properties.  Deloitte Tax will assist in the Debtors'
     negotiations of settlements or advise the Debtors whether
     there appears to be sufficient potential benefits to warrant
     the pursuit of judicial-level review or other post-
     administrative remedies;

   * Advise the Debtors on the outcome of administrative actions.
     Deloitte Tax will have no obligation to provide
     representation of the Debtors before a court of law or
     similar tribunal;

   * Provide a summary of findings of the assessed values and
     estimated or actual ad valorem taxes on the Properties,
     including a summary of the results of Deloitte Tax's
     efforts;

   * Assign client service personnel to the Debtors' account that
     will be responsible for communicating aspects of the ad
     valorem tax process for which Deloitte Tax is responsible in
     a timely and accurate manner; and

   * If litigation is required, assist the Debtors' legal
     counsel, as directed, for an additional negotiated fee and
     expenses.

Tab Weaver, a principal at Deloitte Tax, will serve as the Lead
Property Tax Service Principal.  Kevin Thompson will be
responsible for overall planning and quality assurance.  Dave
Tavernier will serve as manager of the engagement and will be
responsible for all day-to-day operational aspects, reporting, and
management of the project.  In addition, Deloitte Tax will utilize
the resources and expertise of its national property tax
practitioners when needed.

As of the Petition Date, the Debtors have paid Deloitte Tax a
total of $60,283, all accounting for Tax Year 2003 savings.

Deloitte Tax will receive 40% of any property tax savings
resulting from its services for Tax Years 2001/2002 and 25% for
the subsequent Tax Years.

Any additional services or reports beyond the services to be
performed by Deloitte Tax will be billed at 65% of Deloitte Tax's
standard hourly rates:

   Professional                   Rates     65% Discounted
   ------------                   -----     --------------
   Partner/Principal/Director      $630          $410
   Senior Manager                  $525          $341
   Manager                         $450          $293
   Technical Staff                 $225          $146

                  Chicago Express Engagement

Deloitte Tax will also provide personal property tax compliance
and consulting services to Chicago Express Airlines, Inc., for the
calendar year 2005.  Deloitte Tax will:

   * prepare personal property ad valorem tax returns and
     renditions in Illinois, Indiana, Iowa, Michigan, Ohio, and
     Wisconsin;

   * track and reconcile all notices of value and review all tax
     bills for accuracy prior to payment by Chicago Express;

   * provide a report summarizing the assessed values and
     estimated or actual ad valorem taxes on the Properties,
     including a summary of the results of Deloitte Tax's
     efforts.  All reports will be in Deloitte Tax standard
     format unless otherwise mutually agreed;

   * use reasonable efforts to obtain, review, approve, and
     forward tax statements to Chicago Express.  Subject to
     receiving tax statements in a timely manner, Deloitte Tax
     will forward the tax statements to Chicago Express so that
     Chicago Express may take advantage of discount and option
     plans permitted by taxing authorities; and

   * assign a specific member of the firm as Manager for Chicago
     Express.  The Manager will be responsible for communicating
     all aspects of the ad valorem tax process for which Deloitte
     Tax is responsible to Chicago Express in a timely and
     accurate manner.

Terrance Kurtenbach, partner at Deloitte Tax, will be responsible
for overall tax services for Chicago Express.  The project will be
managed by Matthew Smith, senior manager at Deloitte Tax.  Mr.
Smith will be responsible for the reporting and review aspects of
the engagement.  Rebecca Clasen will serve as the staff on the
engagement and will be responsible for the daily operational
aspects of the project.

Pursuant to the February 21 Engagement Letter, Deloitte Tax will
charge $7,000 to $9,000 for the tax consulting services.  In
addition, personal property appeals and valuation reductions for
current and prior years, where values have been reviewed and
established by a taxing authority, will be billed at a 25%
performance fee for documented tax savings.

                  Hotel Occupancy Tax Review

Deloitte Tax will conduct a multi-state hotel occupancy tax review
and recovery project and provide related services to the Debtors
in four phases:

   (A) Identification and Scoping

       Deloitte Tax will:

       * work with the Debtors' operations, tax, purchasing and
         accounts payable personnel to identify the supporting
         data and records available to conduct the review;

       * review the Debtors' lodging agreements with major hotel
         vendors;

       * identify major locations or jurisdictions which present
         material savings opportunities -- hub locations or large
         volume overnight stay locations; and

       * test purchase transactions in selected jurisdictions to
         determine whether a pattern of overpayment occurs.

   (B) Quantification and Documentation of Overpayments

       For each recovery the Debtors decide to pursue, Deloitte
       Tax will:

       * gather and develop the comprehensive refund support
         documentation from the Debtors' books and records to
         quantify each refund claim and to prepare the necessary
         refund applications;

       * provide a "turn-key" process by conducting all document
         gathering at the Debtors' direction;

       * provide recovery documentation to the Debtors as the
         overpayments are identified, rather than at the end of a
         long-term documentation phase.  This results in an
         expedited benefit recovery to the Debtors; and

       * provide a detailed schedule of the overpayments
         quantified together with the reasons for the
         overpayments.

   (C) Recovery of Overpayments

       Deloitte Tax will:

       * monitor and track each refund claim filed and will
         provide the Debtors timely updates regarding the status
         of each refund claim filed;

       * work with taxing authorities and vendors to resolve any
         refund or credit matters in a timely and efficient
         manner, including any appeals or representation before
         taxing authorities, up to and including administrative
         hearings processes; and

       * provide a detailed schedule of all claims filed by state
         and vendor with tracking and status information,
         including information related to amounts originally
         filed and amounts recovered.

   (D) Training and Corrective Guidelines

       In the event that Deloitte Tax's efforts result in the
       identification and recovery of significant hotel occupancy
       tax overpayments, Deloitte Tax will, as directed, provide
       a one-day HOT training session to ATA personnel covering
       issues related to its findings.  Deloitte Tax will provide
       a digest of HOT tax guidelines or matrices to ATA's flight
       operations, tax, purchasing and accounts payable personnel
       for each jurisdiction covered in the project.

Marti Wentworth, Multi-state Tax Director (Indianapolis), and
Mike Cantrell, Senior Tax Manager (Dallas), will serve as the
principal engagement management team.  Mr. Wentworth will be
responsible for overall guidance, resource coordination and
management of the engagement.  Mr. Cantrell will facilitate and
manage the fieldwork, technical review and recovery aspects of the
project.  Matt Smith, Senior Manager (Milwaukee) will assist
Messrs. Wentworth and Cantrell with the overall coordination of
the project.  Deloitte Tax will use other Deloitte staff and
technical experts on the project as necessary.

The Debtors will pay Deloitte Tax 35% of any recoveries resulting
from these services.

             Telecommunications Diagnostic Review

On the Debtors' behalf, Deloitte Tax will conduct a
telecommunications diagnostic review including the development and
implementation of strategies to effectively manage and minimize
federal excise taxes as well as state and local transaction taxes
imposed on certain communication services.

Deloitte Tax will review the current procurement process of ATA
Airlines' telecommunications products and services before
reviewing the Debtors' FET charges, sales/use & other
telecommunications taxes, exemptions, and IT Interview.

Jim Nason, Deloitte Tax Partner -- Technology, Media &
Telecommunications, will serve as project coordinator for the
Company telecom engagement.  William Stoddard, Director of
Deloitte Tax's Comprehensive Tax Solutions Dispute Resolutions
Group, will oversee any IRS controversies relating to the
engagement.  Mary Dressendofer, Deloitte Tax Manager -- National
Telecom Practice, will manage the day-to-day activities associated
with the project.

The Debtors will pay Deloitte Tax 25% of total recoveries,
including interest, plus out-of-pocket business expenses billed as
incurred on a monthly basis to the Debtors resulting from Deloitte
Tax's services.  With respect to additional work not qualifying as
contingency fee work but authorized by the Debtors, Deloitte Tax
will bill that Debtors at 80% of its national hourly rates, plus
out-of-pocket expenses.

                   Deloitte's Disinterestedness

Ms. Weaver discloses that Deloitte Tax may have in the past or in
the present transacted with entities in matters totally unrelated
to the Debtors' Chapter 11 cases:

   (a) The firm provides unrelated services to certain of the
       Debtors' largest unsecured creditors.

   (b) The firm holds lending or related relationships with the
       Debtors' prepetition lenders -- Bank of America, N.A.,
       Citigroup and affiliates, Deutsche Bank North, FleetBoston
       Financial, Provident Bancorp, and US Bank.

   (c) The firm has provided and may continue to provide services
       to firms and professionals -- Barnes and Thornburg, Baker
       & Daniels, Katten, Muchin, Zavis & Rosenman, Paul,
       Hastings, Janofsky, & Walker, and Perkins Coie LLP.

   (d) The firm has business relationships with its principal
       competitors, which are parties-in-interest to the Debtors'
       cases, including KPMG LLP and Ernst & Young LLP.

Ms. Weaver assures Judge Lorch that Deloitte Tax is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

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. 21; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Wants Lease Decision Period Extended to July 5
------------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, ATA
Airlines, Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of Indiana to extend
the time within which they may assume, assume and assign, or
reject unexpired non-residential real property leases, to and
including the earlier of July 5, 2005, or the date on which a plan
of reorganization is confirmed.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, explains that the Debtors' decision with respect to each
Lease depends in large part on whether the location will play a
future role under their plan of reorganization.  It will depend
most significantly on whether the Debtors will continue operations
at the location once a Plan is implemented.

Mr. Nelson points out that at this early stage in the Chapter 11
cases, the Debtors do not know the exact contours of their Plan
and which of the Leases the Plan will necessitate the Debtors
assume, assume and assign, or reject.

Without an extension of time to assume, assume and assign, or
reject the Leases, the Debtors may be forced to assume liabilities
under the Leases or forego benefits under the Leases without
sufficient information.

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. 21; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BEARINGPOINT INC: S&P Revises CreditWatch to Developing
-------------------------------------------------------
Standard & Poor's Ratings Services ratings on McLean, Virginia-
based BearingPoint Inc. ('B-' corporate credit rating) remain on
CreditWatch, where they were placed March 18, 2005; however, the
implications have been revised to developing from negative.

"The CreditWatch revision reflects the additional near-term
liquidity provided by the $200 million aggregate principal amount
of 5% convertible senior subordinated debentures issued by the
company today," explained Standard & Poor's credit analyst Phil
Schrank.  BearingPoint intends to use net proceeds from the
offering to cash collateralize or replace letters of credit under
its existing credit facility, as well as to support future letter
of credit or surety bond requirements, to pay related expenses of
the offering, and for general corporate purposes.

Standard & Poor's will meet with management to review:

    (1) ongoing liquidity requirements,

    (2) plans to further bolster liquidity,

    (3) cash flow and profitability expectations, and

    (4) the impact of restructuring actions.

In addition, Standard & Poor's will continue to monitor the
progress being made with internal controls, the filing of audited
financial results, and the SEC investigation.


BIOGAN INT'L: Restructuring Takes Effect with HMZ Metals' IPO
-------------------------------------------------------------
The Toronto Stock Exchange approved for listing HMZ Metals, Inc.'s
common shares under the symbol, "HMZ."  The TSX listing
corresponds with the closing of HMZ's initial public offering
under which the company raised gross proceeds of $15.5 million.

Biogan International Inc. was a publicly held United States
company with an interest in a Chinese mining joint venture when it
filed for chapter 11 bankruptcy protection in 2004.  Young Conaway
Stargatt & Taylor, LLP, acted as lead bankruptcy counsel to
Biogan, assisting and advising it in connection with the
successful prosecution of its chapter 11 plan of reorganization.

The plan proposes to satisfy all claims, preserve value for equity
holders, and domicile the operations of the emerging company in
Canada, all of which are capitalized through the public offering
in Canada of HMZ.

Young Conaway Stargatt & Taylor, LLP --
http://www.YoungConaway.com/-- one of Delaware's largest law  
firms, counsels and represents national and international clients,
handling sophisticated advisory and litigation matters involving
bankruptcy, corporate law and intellectual property.  Now in its
fifth decade, Young Conaway also guides regional businesses and
individuals through a myriad of employment, real estate, tax,
estate planning, environmental, banking and consumer issues, from
the firm's offices in downtown Wilmington.  

HMZ -- http://www.hmzmetals.com/-- is a producing metal company  
with assets in China.

Headquartered in Toronto, Ontario, Canada, Biogan International,  
Inc., was a mineral products smelter and seller.  The Company  
filed for chapter 11 protection on April 15, 2004 (Bankr. Del.  
Case No. 04-11156).  Michael R. Nestor, Esq., at Young Conaway  
Stargatt & Taylor represents the Debtor.  When the Company filed  
for protection from its creditors, it listed $9,038,612 in total  
assets and $8,280,792 in total debts.  The Court confirmed the
Debtor's Liquidating Chapter 11 Plan on July 9, 2004, which took
effect on Apr. 6, 2005.


BUCA, INC.: Pays $400,000 for Waiver of Loan Covenant Defaults
--------------------------------------------------------------
BUCA, Inc. (NMS: BUCAE) inked an agreement with its lenders to
waive financial covenant defaults under its credit facility,
establish new financial covenants, increase the interest rate
payable under the facility, and reduce the borrowing base.  The
Company paid the Lenders $400,000 for the waiver and amendment.  

BUCA, Inc., and certain of its direct and indirect subsidiaries
are parties to a Credit Agreement dated as of November 15, 2004,
with Wells Fargo Foothill, Inc., and Ableco Finance LLC, as
lenders, and Wells Fargo Foothill, Inc., as the arranger and
administrative agent for the Lenders.  

Pursuant to the Amendment and Waiver, the members of the Lender
Group have:

   -- waived the Borrowers' current defaults under the Credit
      Agreement, including without limitation the defaults as of
      December 26, 2004 under the financial covenants regarding
      minimum EBITDA and fixed charge coverage,

   -- agreed to ease the minimum EBITDA and fixed charge coverage
      required for certain relevant testing periods in fiscal
      years 2005 and 2006, and

   -- agreed to amend the Credit Agreement in certain other
      respects.

In consideration for that waiver and amendment, the Borrowers have
agreed to:

   -- an increase in the interest rate on the $15,000,000 Term
      Loan B under the Credit Agreement by 2% per annum effective
      February 1, 2005 (subject to possible partial reduction in
      the future if certain conditions are met);

   -- a reduction in their borrowing base multiple under the
      Credit Agreement, commencing in 2006, from:

      (i) the lesser of:

           (A) 2.75 times trailing twelve-month EBITDA, minus
               $20,000,000, and

           (B) 60% of the most recently determined enterprise
               value of the Company and its direct and indirect
               subsidiaries, minus $20,000,000 (in each case as
               reduced by certain reserves), to

     (ii) the lesser of:

           (A) 2.50 times trailing twelve-month EBITDA, minus
               $20,000,000, and

           (B) 60% of the most recently determined enterprise
               value of the Company and its direct and indirect
               subsidiaries, minus $20,000,000 (in each case as
               reduced by certain reserves); and

    -- deliver delinquent financial reports by August 31, 2005,
      and provide the Lenders with monthly financial reports.  

BUCA had promised that it would report minimum EBITDA of
$3.7 million for the three-month period ending March 27, 2005;
that target's been cut to $1.9 million.  For the six-month period
ending June 26, 2005, BUCA had promised to report at least $6.9
million of EBITDA; the new target is $4.7 million.  

Jennifer Mewaldt, Esq., at FAEGRE & BENSON, LLP, represents BUCA.  
John Francis Hilson, Esq., at PAUL, HASTINGS, JANOFSKY & WALKER
LLP, represents Wells Fargo Foothill, and Frederic L. Ragucci,
Esq., at SCHULTE ROTH & ZABEL LLP, provides legal counsel to
Abelco Finance.  

Wells Fargo gets $100,000 of the $400,000 fee BUCA paid for the
waiver and amendment; Ableco gets the $300,000 balance.  

A full-text copy of the original Credit Agreement dated Nov. 15,
2004, is available at no charge at:

     http://www.sec.gov/Archives/edgar/data/1046501/000119312504199991/dex101.htm

A full-text copy of Amendment Number One, dated April 15, 2005, is
available at no charge at:

     http://www.sec.gov/Archives/edgar/data/1046501/000119312505081649/dex101.htm

BUCA, Inc., owns and operates 107 highly acclaimed Southern
Italian restaurants under the names Buca di Beppo and Vinny T's of
Boston in 30 states and the District of Columbia.  


CATHOLIC CHURCH: Insurers Get Access to Tucson Proofs of Claims
---------------------------------------------------------------
As previously reported, the Diocese of Tucson engaged in
negotiations with its insurers regarding, among other things, the
extent of the insurers' coverage liability directly related to
claims filed in the Diocese's Chapter 11 case.  To facilitate
those discussions and comply with the Diocese's obligations as an
insured under the insurance policies, Tucson finds it necessary to
share copies of the proofs of claim.

In this regard, the Diocese asked the U.S. Bankruptcy Court for
the District of Tucson for permission to share copies of the
proofs of claim obtained pursuant to the Protocol Order with its
insurers.

The insurance companies will execute confidentiality agreements
acceptable to the Diocese.

At the Debtor's behest, the Court approves the stipulation.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Court Okays Tucson's Sale Procedures Motion
------------------------------------------------------------
The United States Bankruptcy Court for the District of Arizona
approved the Diocese of Tucson's proposed sale procedures and
marketing program.

As previously reported in the Troubled Company Reporter, on
March 16, 2005, the Diocese needs to substantially complete the
sales process of certain Real Property prior to the Effective
Date.

Tucson Realty has advised the Diocese that the Diocese can
maximize the value of the Diocese Real Property and sell all or
most of it at one time, if it conducts an auction of the Real
Property on a single date and in accordance with uniform sales
procedures.

By this motion, Tucson asked Judge Marlar to approve the proposed
sales procedures and marketing program:

     Seller:      The Diocese of Tucson

     Broker:      Tucson Realty & Trust Accelerated Marketing
                  Group

     Fee
     Structure:   10% of the, Gross Selling Price

     Buyer's
     Premium:     A 10% buyer's premium will be paid by buyer to
                  seller to recover the full commission fee

     Cooperating
     Broker
     Commission:  A cooperating third party broker will be paid
                  2%2 of the high bid price

     Financing:   All Cash, no contingency

     Type of
     Auction:     Open Outcry, Absolute and Minimum Bid

Tucson will sell Diocese Real Property pursuant to Section 363(f)
of the Bankruptcy Code, free and clear of all liens, claims,
interests and encumbrances.  After the auction has been conducted
and the bids awarded, the Diocese contemplates that the Court will
enter an order confirming the sale to the successful bidder
pursuant to Section 363.

The Marketing Program

Due to the open outcry format, the Diocese Real Properties will be
heavily marketed for six to eight weeks prior to the event.  
Tucson will use the Accelerated Marketing Group of Tucson Realty
to market the Diocese Real Property.

The auction will be marketed over six to eight weeks using all
appropriate print, broadcast, consumer, business and trade news
media via a program of press releases, informational background
kits, interviews, personal follow up, writing and placing option-
editorial columns, editorial board visits, and paid distribution
services to deliver.  The program is to be local and regional in
scope, concentrating on the most influential media in Tucson,
Phoenix, and Southern California.

The advertising campaign will be a six-week program, heavily
weighted on the first three weeks, and which will end three days
prior to the actual auction date with regional radio.  In addition
to advertising, there will be a direct mailing of promotional
information to different buyer types, including developers, land
improvement companies, environmental agencies, real estate
brokerage companies, accountants and lawyers.

Tucson Realty's Accelerated Marketing Group will conduct a
telemarketing campaign to introduce potential purchasers to the
upcoming sale, alert them to scheduled advertising, and provide
information concerning due diligence.  The entire telemarketing
program is geared so as to establish credibility in the minds of
prospective purchasers that the Dioceses means to sell and that
they will be bidding against someone else, not the Diocese or the
auctioneer.

Tucson believes that Tucson Realty and its Accelerated Marketing
Group are uniquely suited to undertake the sale.  They have a
database of potential purchasers that they have accumulated over
the years.  Furthermore, Accelerated Marketing Group has
substantial expertise in conducting these types of sales for
debtors, financial institutions and other sellers.

The marketing program will cost $48,500 and will be subject to a
budget, Ms. Boswell says.  

Tucson asked Judge Marlar for authority to pay the costs of the
Marketing Program.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CITY OF CHATTANOOGA: Fitch Rates $23M Sub. Revenue Bonds at BB
--------------------------------------------------------------
Fitch Ratings assigns a 'BBB-' rating to the approximately
$67,225,000 Health, Educational and Housing Facility Board of the
City of Chattanooga, Tenn., revenue refunding bonds (CDFI Phase I,
LLC Project), senior series 2005A.  Fitch also assigns a 'BB'
rating to the approximately $23,110,000 subordinate series 2005B
bonds.  The bonds are expected to sell on or about May 1 via
negotiation with Citigroup.  The Rating Outlook is Stable.

Proceeds, along with approximately $6.5 million of existing funds,
will be used primarily to refund outstanding debt that was issued
to construct five apartment-style housing facilities on the
University of Tennessee at Chattanooga campus and 644 parking
spaces associated with the housing facilities, an elementary
school ($86.4 million), an interest rate swap termination payment
($1.6 million), and a debt service reserve fund ($6.2 million).

The bond proceeds will be loaned pursuant to a loan agreement to
the CDFI Phase I, LLC, (the borrower).  The borrower's sole member
is Campus Development Foundation, Inc., which was formed by the
University of Chattanooga Foundation to acquire real estate and to
construct, manage, and operate housing for the students of the
University of Tennessee at Chattanooga (the university).  Loan
payments are secured by the revenues of the borrower's housing
facilities consisting of three phases, Phase I - 455 beds, Phase
II - 584 beds, and Phase III - 576 beds, parking revenues from 644
spaces, and various smaller revenue streams.

Phase I opened prior to the beginning of the fall 2001 semester;
Phase II opened prior to the beginning of the fall 2002 semester;
Phase III opened in October 2004, which was after the beginning of
the fall 2004 semester.  As a result of the delayed opening for
Phase III, the first seven months reflect an occupancy level of
76%.  The annual occupancy rates for Phases II and III for fiscal
years 2003 and 2004 and seven months of fiscal 2005 have ranged
from 82%-85% for Phase I and 89%-92% for Phase II. In Fitch's
analysis of future occupancy, an overall occupancy rate of 86% was
assumed.  Fitch believes this rate is sustainable given the
current occupancy levels, the increased number of freshmen
applications to the university, the demolition of approximately
300 beds near the campus that will not be replaced, and
implementation of the university policy to require freshmen to
live in university and CDFI housing, which consists of 2,823 beds.
Although the 1,615 beds of CDFI housing comprise a majority of the
beds offered to university students, it should be noted that the
university is not responsible for repayment of the series 2005
bonds.

Enrollment, based on full-time equivalents, has grown by 7.2%
since fall 2000 to 7,324. The number of freshmen applications also
reflects significant growth, 43% over the same time period.  The
university has accepted 51%-56% of the freshmen applications since
fall 2000.  While the acceptance rate is slightly better than most
public universities, the matriculation rate of 85.9% is impressive
and far exceeds most public universities, and reflects the
students' desirability to attend the university.

The bonds are being structured with approximately $67.5 million to
be sold on a senior basis and $23 million on a subordinate basis.
Based on projected revenues of $8.3 million for fiscal 2006 (the
first full year of occupancy for all three phases), and expenses
of $2.9 million, debt service coverage for the senior bonds is
expected to be 1.2 times and slightly less than 1.0x for the
subordinate bonds.  However, the University of Chattanooga
Foundation has agreed to transfer to CDFA $1.27 million in fiscal
2006 to support the project.  With the foundation transfer, debt
service coverage improves to 1.5x for the senior bonds and 1.1x
for the subordinate bonds.  Revenues and expenses are projected to
increase annually by 3%.

Funding from the foundation declines significantly each year
through fiscal 2013.  Based on projections that appear reasonable,
debt service on the senior bonds remains above 1.2x without any
funding from the foundation.  For the subordinate bonds, 1.0x
coverage, without funding from the foundation, is projected to
occur in fiscal 2010.  The foundation had $125 million of cash and
investments at June 30, 2004.


CLEANTEC SUPPORT: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cleantec Support Services Group, Inc.
        CSSG, Inc.
        23 South Main Street
        Freeport, New York 11520

Bankruptcy Case No.: 05-82466

Chapter 11 Petition Date: April 14, 2005

Court: Eastern District of New York (Central Islip)

Judge: Melanie L. Cyganowski

Debtor's Counsel: Richard S. Feinsilver, Esq.
                  1 Old Country Road, Suite 125
                  Carle Place, New York 11514
                  Tel: (516) 873-6330
                  Fax: (516) 873-6183

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
New York State Insurance Fund                 $136,000
199 Church Street
New York, NY 10007

Verizon                                        $44,500
P.O. Box 6360
Syracuse, NY 13217

New York State Department of Taxation          $37,000
P.O. Box 5300
Albany, NY 12227

HSBC                                           $20,545
Suite 0627
Buffalo, NY 14270

Internal Revenue Service                       $20,000
10 Metrotech, 625 Fulton
Brooklyn, NY 11201

Armstrong Maintenance                          $19,000
447 Madison Street
Westbury, NY 11590

AMS Metro                                      $13,912
c/o D&B REC
899 Eaton Avenue
Bethlehem, PA 18025

Moss Associates                                 $7,000
50 South Buckhout Street
Irvington, NY 10533

L. Benet Mcmillan, Esq.                         $5,200
50 Clinton Street
Hempstead, NY 11550

American Express                                $5,000
P.O. Box 360002
Fort Laudedale, FL 33336

New York State Department of Taxation           $5,000
P.O. Box 5300
Albany, NY 12227

AKA Pest Control                                $4,400
160 Fifth Avenue
New York, NY 10010

NEXTEL                                          $3,523
c/o GC Services
P.O. Box 32500
Columbus, OH 43232

Winston & Winston                               $2,800
18 East 41st Street
New York, NY 10017

IQS Capital                                     $1,700
c/o Newton and Associates
3001 Division Street
Metarie, LA 70002

Rubin & Rothman                                 $1,676
1787 Veterans Highway
Islandia, NY 11749

Anthony Centone, PC                             $1,530
244 Westchester Avenue
White Plains, NY 10604


COLEMAN CABLE: Posts $9 Million Net Loss in Fiscal Year 2004
------------------------------------------------------------
Coleman Cable, Inc., reported its financial results for the
quarter and year ended December 31, 2004.  

                   Fiscal 2004 vs. Fiscal 2003

Net sales

Net sales for the year ended December 31, 2004 were $285.8 million
compared to $233.6 million for the year ended December 31, 2003,
an increase of $52.2 million, or 22.4%.  The increase in net sales
was due primarily to price increases driven by the significant
increase in the cost of raw materials, primarily copper, for the
year ended 2004 compared to 2003.  There was a 6.8% growth in
volume in 2004 due to increased demand from existing customers, as
well as the addition of new customers.  Product mix for each of
the years ended December 31, 2003 and 2004 was relatively
consistent.  Volume changes between comparative years are measured
in total pounds shipped.

Gross profit margin

Gross profit margin for the year ended December 31, 2004 was 15.9%
compared to 15.0% for the year ended December 31, 2003.  The
increase in the gross profit margin for the year ended
December 31, 2004, was due primarily to associated price increases
across all channels, which spread fixed costs across a larger
revenue base, and by 2004 cost control initiatives such as the
consolidation of distribution centers, purchasing initiatives and
greater manufacturing efficiencies.

Selling, engineering, general and administrative

SEG&A expense for the year ended December 31, 2004 was
$26.5 million compared to $18.3 million for the year ended
December 31, 2003, an increase of $8.2 million.  The increase in
2004 was due primarily to additional bonus compensation paid under
our bonus plans, special bonuses paid in connection with our 2004
debt refinancing, the increase in professional service expense due
to the new reporting structure for the company associated with the
issuance of our 9-7/8% senior notes and the accelerated
amortization of leasehold improvements as a result of the
relocation of our corporate office in 2004.

Interest expense, net and loss on early extinguishment of debt

Interest expense, net and the loss on early extinguishment of debt
were $25.2 million for the year ended December 31, 2004 compared
to $10.1 million for the year ended December 31, 2003, an increase
of $15.1 million.  The increase in 2004 was due to increased
borrowings as a result of increased investment in working capital
due to higher commodity prices and the payment of make-whole
premiums and other costs in connection with our 2004 debt
refinancing.

Income tax expense

Income tax expense was $3.1 million for the year ended
December 31, 2004 compared to $1.6 million for the year ended
December 31, 2003. Income tax expense increased because the
taxable income of our wholly owned C corporation subsidiary was
higher due to increased income as a result of increased factoring
of the company's customer accounts receivable.

Segment Results

Electrical/Wire and Cable Distributors

Net sales for our electrical/wire and cable distributors segment
for the year ended December 31, 2004 were $95.8 million compared
to $82.0 million for the year ended December 31, 2003, an increase
of $13.8 million, or 16.8%. This increase was due primarily to the
effect of pricing increases as a result of inflationary increases
in the cost of raw materials, primarily copper. There was an
increase in volume of 4.6% in 2004 due to increased demand from
existing customers.

Operating income for our electrical/wire and cable distributors
segment for the year ended December 31, 2004 was $9.0 million
compared to $6.9 million for the year ended December 31, 2003, an
increase of $2.1 million, or 31.4%. This increase was due
primarily to the associated price increases across all channels,
which spread fixed costs across a larger revenue base, and a
reduction in operating expenses attributable to the consolidation
of distribution centers and decreased selling costs.

Specialty Distributors and OEMs

Net sales for our specialty distributors and OEMs segment for the
year ended December 31, 2004 were $137.5 million compared to
$106.8 million for the year ended December 31, 2003, an increase
of $30.7 million, or 28.7%. The increase was due primarily to
price increases across all channels as a result of the
inflationary increases in raw material costs, primarily copper.
There was 9.5% volume growth in 2004 due to the addition of an OEM
customer, the full year effect of a new industrial/MRO
distributor, increased demand in our security/home automation
channel and strong demand for HVAC/R products in the residential
market.

Operating income for our specialty distributors and OEMs segment
for the year ended December 31, 2004 was $13.1 million compared to
$9.1 million for the year ended December 31, 2003, an increase of
$4.0 million, or 43.8%. The increase was due primarily to higher
sales volume at higher prices attributable to new business in the
industrial, OEM and security/home automation channels and the
ability to pass along raw material cost increases to a majority of
our customers, which spread fixed costs across a larger revenue
base.

Consumer Outlets

Net sales for our consumer outlets segment for the year ended
December 31, 2004 were $56.5 million compared to $49.0 million for
the year ended December 31, 2003, an increase of $7.5 million, or
15.3%. The increase was associated primarily with price increases
driven by raw material costs, such as copper. Volume growth was
4.4% in 2004 due to the full year effect of new retail customers
gained in late 2003 and the addition of a major retail customer in
the third quarter of 2004.

Operating income for our consumer outlets segment for the year
ended December 31, 2004 was $3.4 million compared to $3.3 million
for the year ended December 31, 2003.  While sales increased over
fifteen percent in this segment, operating income remained
relatively unchanged due to the impact of the increased cost of
base raw materials, specifically copper, which could not be passed
along to large customers in the automotive business.  This was
somewhat offset by the positive impact of the new retail customers
described above.

                     Fiscal 2003 vs. Fiscal 2002

Net sales

Net sales for the year ended December 31, 2003 were $233.6 million
compared to $243.5 million for the year ended December 31, 2002, a
decrease of $9.9 million, or 4.1%.  This decrease was due
principally to the loss of several customers in our specialty
distributors and OEMs segment.  These customers opted for foreign
sourcing, where labor costs are lower, for these more labor
intensive products.  This loss caused net sales for the year ended
December 31, 2003 to decrease by $14.2 million compared to the
year ended December 31, 2002.  This decrease was offset in part by
pricing increases.  Additionally, there was a slight growth of
0.4% in 2003 due to increased volume in other parts of our
business.  Other than OEM assembled products, product mix for each
of the years ended December 31, 2003 and 2002 was relatively
consistent.

Gross profit margin

Gross profit margin for the year ended December 31, 2003 was 15.0%
compared to 16.5% for the year ended December 31, 2002.  The
decrease in gross profit margin for the year ended December 31,
2003 was due primarily to the significant increase in the cost of
copper beginning in the second half of the year, which was not
fully offset by price increases during that period.  Gross profit
margin was also adversely affected in 2003 by a decline in net
sales in the automotive channel of our consumer outlets segment.

Selling, engineering, general and administrative

SEG&A expense for the year ended December 31, 2003 was $18.3
million compared to $21.2 million for the year ended December 31,
2002, a decrease of $3.1 million.  The decrease in 2003 was
primarily due to a decline in bonus compensation.

Restructuring charges

In 2002, management decided to close our El Paso, Texas facility.
As a result, we recorded restructuring charges of $2.1 million for
the year ended December 31, 2002, comprised of $1.6 million for
the write- off of fixed assets and facility exit costs and
$0.5 million of severance and related costs. During 2003,
management decided to move our cord products manufacturing
operations from our Waukegan, Illinois manufacturing facility to
our Miami, Florida facility, resulting in $0.2 million of
severance and related costs.

Interest expense, net

Interest expense, net was $10.1 million for the year ended
December 31, 2003 compared to $11.6 million for the year ended
December 31, 2002, a decrease of $1.5 million. The decrease in
2003 was due to decreased borrowings and a decline in interest
rates.

Income tax expense

Income tax expense was $1.6 million for the year ended
December 31, 2003 compared to $1.4 million for the year ended
December 31, 2002. Income tax expense remained relatively constant
because the taxable income of our wholly owned C corporation
subsidiary was approximately the same year over year.

               Liquidity and Capital Resources

In general, the Company said it requires cash for working capital,
capital expenditures, debt repayment and interest.  The Company's
working capital requirements increase when we experience strong
incremental demand for products or significant copper price
increases.  

"We believe that cash flow from operations and borrowings under
our senior secured revolving credit facility will be sufficient to
fund our operations, debt service and capital expenditures for the
foreseeable future," the Company said in its Annual Report.  "If
we are unable to generate adequate cash flow from operations, we
may need to seek additional sources of capital.  There can be no
assurance that we will be able to obtain additional debt or equity
financing on terms acceptable to us, or at all.  If adequate funds
are not available, we could be required to delay development of
products or forego acquisition opportunities.  Accordingly,
failure to obtain sufficient funds on acceptable terms when needed
could have a material adverse effect on our business, results of
operations and financial condition."

Net cash used in operating activities for the year ended
December 31, 2004 was $10.1 million compared to net cash provided
by operating activities of $16.8 million for the year ended
December 31, 2003.  The Company's net loss of $9.0 million in 2004
resulted, in part, from one-time items associated with our debt
refinancing of $1.6 million in stock compensation expense and
$13.9 million of loss on the early extinguishment of debt.  These
items are part of the adjustments made in reconciling net loss to
net cash flow from operating activities.  In addition, the change
in net cash used in operating activities in 2004 compared to 2003
was attributable to higher accounts receivable that resulted from
an increase in pricing to offset raw material cost increases,
primarily copper, a higher inventory level due to the rapid
increase in raw material costs and the tightening of accounts
payable terms due to rising material prices that resulted in an
overall decline in payables, offset by an increase in accrued
expenses due primarily to increased accrued interest as a result
of our new debt structure.

Net cash used in investing activities for the year ended
December 31, 2004 was $4.7 million, almost exclusively related to
capital expenditures.  Net cash used in investing activities for
the year ended December 31, 2003 was $1.6 million, reflecting the
net amount of capital expenditures less proceeds received from the
sale of certain assets.  The Company said it anticipates
approximately $5.5 million of capital expenditures for 2005.

Net cash provided by financing activities for the year ended
December 31, 2004 was $15.8 million.  Sources of cash from
financing activities during the period included net borrowings of
$47.8 million under its credit facility ($18.0 million under the
old credit facility and $29.8 million under the new credit
facility), proceeds of $113.4 million from the issuance of senior
notes (net of financing fees of $6.6 million) and other borrowings
of long-term debt of $0.6 million.  Offsetting this were uses of
cash from financing activities during the period that included
repayments of long-term debt and the termination of our existing
senior credit agreement of $130.6 million (including the repayment
of revolver borrowings of $47.5 million and the repurchase of
warrants for $3.0 million) and distributions to shareholders of
$14.8 million.

                         Indebtedness

9-7/8% Senior Notes

On September 28, 2004, the Company issued $120,000,000 aggregate
principal amount of 9-7/8% senior notes due October 1, 2012, and
will pay interest on the senior notes semi-annually.  The notes
are senior unsecured obligations and rank equally in right of
payment with all of its existing and future senior unsecured
indebtedness.  The notes are guaranteed on a senior unsecured
basis by each of the Company's current and future domestic
restricted subsidiaries.  The senior notes rank equally in right
of payment with all of the Company and its guarantors' existing
and future senior unsecured indebtedness and senior to any
indebtedness that is expressly subordinated to the notes.  

"The senior notes are effectively subordinated to all of our and
our guarantors' senior secured indebtedness, including our senior
secured revolving credit facility, to the extent of the value of
the assets securing that indebtedness," the Company continued.  
"The guarantees are senior unsecured obligations of the guarantors
and rank equally in right of payment with the guarantors' existing
and future senior unsecured indebtedness and senior to any
indebtedness that is expressly subordinated to the guarantees.  
The guarantees are effectively subordinated to the guarantors'
secured indebtedness, including their guarantees of our senior
secured revolving credit facility, to the extent of the value of
the assets securing such indebtedness."

On or after October 1, 2008, the Company may redeem some or all of
the notes at any time at redemption prices specified in the
indenture governing the senior notes.  Also, prior to October 1,
2007, the Company may redeem up to 35% of the original aggregate
principal amount of the notes at a redemption price equal to
109.875% of their aggregate principal amount, plus accrued
interest, with the cash proceeds from certain kinds of equity
offerings as described in the indenture.  

"If we experience certain changes of control, we must offer to
purchase the senior notes at 101% of their aggregate principal
amount, plus accrued interest," the Company said.

The indenture governing the senior notes contains covenants that,
among other things limit its ability and the ability of certain of
its subsidiaries to:

   -- incur additional indebtedness;
   -- make restricted payments;
   -- create liens;
   -- pay dividends;
   -- consolidate, merge or sell substantially all of its assets;
   -- enter into sale and leaseback transactions; and
   -- enter into transactions with affiliates.

As of December 31, 2004, the Company is in compliance with all of
the covenants contained in the indenture.

The senior notes have not been registered with the SEC or any
state securities commission and are subject to restrictions on
transfer and resale.  If the Company does not file a registration
statement to register with the SEC publicly tradable notes with
substantially the same terms as the senior notes by April 26,
2005, obtain effectiveness of the registration statement of the
publicly tradable notes by July 25, 2005, and give the holders of
the notes the opportunity to exchange the senior notes for the
publicly tradable notes by the 30th day after the registration
statement is declared effective, it will be required to pay
additional interest on the senior notes.

                    Capital Lease Obligation

In connection with the purchase of the Oswego Wire Incorporated
facility (Oswego) and certain related equipment, Oswego acquired
the rights and assumed the capital lease obligation of Copperweld
Corporation (Copperweld) under a certain Amended and Restated Sale
Agreement (Sale Agreement) between Copperweld and the County of
Oswego Industrial Development Agency (IDA).  Terms of the Sale
Agreement specify payment of $5.7 million on July 1, 2012.  In
order to secure payment of the obligation, in 1987, we purchased
and placed in a dedicated fund $0.7 million of 8.7% zero coupon
bonds issued by the Municipal Authority of Westmoreland County,
Pennsylvania, redeemable in the amount of $5.7 million on July 1,
2012.  Upon maturity, the proceeds of the investment in the zero
coupon bonds will be used to fulfill the obligation under the Sale
Agreement.  The market value of the bonds at December 31, 2004 was
$4.3 million.  The bonds are carried at their original cost of
$0.7 million plus accumulated interest of $2.3 million and are
included in other assets in the accompanying consolidated balance
sheet.  Pursuant to the agreement between Oswego and Copperweld,
any excess or shortfall of funds in the dedicated account after
payment of the obligation revert to or are the responsibility of
Copperweld.  Copperweld has a security interest in certain
property and equipment with a net book value of $0.6 million at
December 31, 2004.

Coleman has issued notes to the IDA for the financing of certain
machinery and capital improvements.  The notes include a
$3.3 million machinery loan requiring 108 monthly payments of
$40,000 and bearing interest at 5.97% per annum.  The outstanding
balance of the loan at December 31, 2004 is $1.7 million.  The
Company also has a capital improvement loan on the building for
$0.2 million requiring 240 monthly payments and bearing interest
at 6.25% per annum.

             Securities and Exchange Commission Review

As a result of the review by the SEC of the registration statement
for the exchange offer to be made relating to Coleman's 9-7/8%
senior notes, it is possible that significant changes will have to
be made to the description of the Company's business and other
information, including financial and statistical information, in
this report.  In particular, the SEC has been closely reviewing
the application of financial measures that do not comply with GAAP
in disclosure documents.  The SEC may not view the presentation of
certain non-GAAP financial information included in this report,
including EBITDA and Adjusted Total Debt as complying with such
rules.  In addition, the financial statements contained in the
registration statement may differ from the financial statements
contained in this report.

                        About the Company

Coleman Cable designs, develops, manufactures and supplies
electrical wire and cable products in the United States.

                          *     *     *

Coleman Cable's 9-7/8% senior notes due Oct. 1, 2012, carry
Moody's Investors Service's and Standard & Poor's single-B
ratings.


COTT CORP: Earns $8.3 Million of Net Income in First Quarter
------------------------------------------------------------
Cott Corporation (NYSE:COT; TSX:BCB) reported results for the
first quarter ended April 2, 2005.  Sales continue to increase,
up 7% in the first quarter to $395.5 million compared to
$370.9 million last year.  Excluding the impact of acquisitions
and foreign exchange, sales were up 3%. Earnings per diluted share
were $0.12, down from $0.21 in the first quarter last year.

"We were pleased to see continued sales growth, despite category
weakness," said John K. Sheppard, Cott's president and chief
executive officer.  "Price increases have been accepted by all our
US and Canadian customers and took effect throughout the quarter.
Although our earnings were disappointing, we saw favourable trends
in both plant efficiencies and gross margins through the quarter
and expect these positive trends to continue."

Sales in the Company's US business unit were up 7.8%, up 5.1%
excluding the impact of acquisitions. In the UK/Europe business
unit sales rose 2.1%, down 0.7% excluding foreign exchange.  In
Canada sales were up 3.3% as compared to the previous year, down
4.0% excluding foreign exchange.  Sales for the International
business unit were up 6.8% to $15.7 million, of which sales in
Mexico amounted to $10.5 million.

Gross margin for the quarter was 14.2% as compared to 19.0% last
year, reflecting a combination of:

   (1) increased ingredient and packaging costs, particularly PET
       resin, and the timing of the price increases to recover
       them;

   (2) higher fixed costs resulting from newly-added production
       capacity in the US; and

   (3) changes in the US product and packaging mix. Gross margin
       improved through the quarter as a result of higher plant
       efficiencies in the US and price increases to North
       American customers.

The Company has now successfully passed through all 2004
ingredient and packaging cost increases.  It expects to recover
new 2005 cost increases through further pricing, phased in over
the balance of this year in order to protect peak season
promotional plans already in place.  Operating income of
$19.3 million was down 39.1% from last year's $31.7 million.

                                                For the three months ended
                                            ---------------------------------
                                             April 2, 2005     April 3, 2004
                                            ---------------- ----------------

    Sales                                    $       395.5     $       370.9
    Cost of sales                                    339.5             300.5
                                            ---------------- ----------------

    Gross profit                                      56.0              70.4

    Selling, general and
     administrative expenses                          36.9              38.7
    Unusual items                                     (0.2)                -
                                            ---------------- ----------------

    Operating income                                  19.3              31.7

    Other expense (income), net                       (0.1)              0.3
    Interest expense, net                              6.5               6.6
    Minority interest                                  0.9               1.0
                                            ---------------- ----------------

    Income before income taxes and
     equity loss                                      12.0              23.8

    Income taxes                                      (3.7)             (8.3)
    Equity loss                                          -              (0.1)
                                            ---------------- ----------------

    Net income                               $         8.3     $        15.4
                                            ---------------- ----------------
                                            ---------------- ----------------

                                               Unaudited          Audited
                                             April 2, 2005    January 1, 2005
                                            ---------------- ----------------

    ASSETS
    Current assets
    Cash                                     $        11.4     $        26.6
    Accounts receivable                              199.7             184.3
    Inventories                                      140.5             122.8
    Prepaid expenses and other assets                  9.3               9.7
                                            ---------------- ----------------

                                                     360.9             343.4
    Property, plant and equipment                    339.7             313.7
    Goodwill                                          88.6              88.8
    Intangibles and other assets                     262.3             276.1
                                            ---------------- ----------------

                                             $     1,051.5     $     1,022.0
                                            ---------------- ----------------
                                            ---------------- ----------------


    LIABILITIES AND SHAREOWNERS' EQUITY

    Current liabilities
    Short-term borrowings                    $        66.3     $        71.4
    Current maturities of long-term debt               0.8               0.8
    Accounts payable and accrued
     liabilities                                     173.6             145.2
                                            ---------------- ----------------

                                                     240.7             217.4

    Long-term debt                                   272.5             272.5
    Deferred income taxes                             50.8              51.0
                                            ---------------- ----------------

                                                     564.0             540.9

    Minority interest                                 23.6              23.8


    Shareowners' equity
    Capital stock                                    288.2             287.0
    Retained earnings                                169.9             161.6
    Accumulated other comprehensive income             5.8               8.7
                                            ---------------- ----------------

                                                     463.9             457.3
                                            ---------------- ----------------

                                             $     1,051.5     $     1,022.0
                                            ---------------- ----------------
                                            ---------------- ----------------

"Our back-to-basics focus is beginning to show results and we
expect the positive trends in efficiencies and gross margins to
continue through the balance of the year," added Mr. Sheppard.
"Our customers remain committed to their retailer brand programs
and their investment in merchandising and display activity for
Cott products continues to grow."

                      Full-Year Outlook

Despite recent price increases, Cott's guidance on sales growth
for the year remains unchanged at 8-10%.  However, the Company's
full-year earnings are expected to be reduced by a shift in
product mix and higher than originally anticipated plant costs.   
Assuming current levels of ingredient and packaging costs, EBITDA
is projected to be between $220 and $230 million, and earnings per
diluted share are expected to be in the range of $1.14 - $1.18.
Capital expenditures for the year are projected to be $95 million.

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

                         *     *     *

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

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


DECISIONONE CORP: Judge Walsh Confirms Chapter 11 Plan
-------------------------------------------------------          
DecisionOne Corporation filed its Pre-Packaged Disclosure
Statement and Plan on March 15, 2005.  The Honorable Peter J.
Walsh of the U.S. Bankruptcy Court for the District of Delaware
approved the adequacy of the Disclosure Statement explaining that
Plan and confirmed DecisionOne's Plan of Reorganization at a
combined hearing on April 19, 2005.

The Plan contemplates the restructuring and substantial reduction
the Debtor's debt, strengthening the company's balance sheet, and
improving liquidity.  Under the Pre-Packaged Plan, approximately
98% of the Debtor's investors agreed to exchange their debt for
equity and a substantially reduced level of new debt in a
restructured DecisionOne Corp.

Judge Walsh concludes that:

   a) the Plan complies with the requirements of Section
      1129(a)(1) of the Bankruptcy Code, and the Plan does not
      unfairly discriminate between holders of Claims and
      Interests, satisfying Sections 1122, 1123(a)(1) and
      1123(a)(4) of the Bankruptcy Code;

   b) the Plan satisfies Section 1123(a)(5) of the Bankruptcy Code
      by providing adequate means for its implementation and the
      Plan's provisions are appropriate and consistent in
      compliance with Section 1123(b) of the Bankruptcy Code;

   c) the Plan was filed in good faith by the Debtor, satisfying
      Section 1129(3) of the Bankruptcy Code, and it is in the
      best interest of the Debtor's creditors, satisfying Section
      1129(a)(7) of the Bankruptcy Code; and

   d) the Plan is feasible and its confirmation will not likely be
      followed by liquidation or further financial reorganization
      of the Debtor, satisfying Section 1129(a)(11) of the
      Bankruptcy Code.

A full-text copy of the Disclosure Statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=050404215056   

A full-text copy of the Plan of Reorganization is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=050404214615     

The Court will convene a hearing at 10:30 a.m., on June 17, 2005,
to consider the Final Fee Applications of any professionals or
other entities requesting compensation or reimbursement of
expenses pursuant to Section 330 and 503(b) of the Bankruptcy Code
for services rendered up to the Effective Date.

Headquartered in Frazer, Pennsylvania, DecisionOne Corporation --
http://www.decisionone.com/-- serves leading companies and
government agencies with tailored information technology support
services that maximize the return on technology investments,
minimize capital and infrastructure costs and optimize operational
effectiveness.  The Company filed for chapter 11 protection on
March 15, 2005 (Bankr. D. Del. Case No. 05-10723).  Mark D.
Collins, Esq., and Rebecca L. Booth, Esq., at Richards Layton &
Finger, P.A., and Michael A. Bloom, Esq., and Joel S. Solomon,
Esq., at Morgan, Lewis & Bockius LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $107 million and total
debts of $273 million.


DELTA AIR: March 31 Balance Sheet Upside-Down by $6.6 Billion
-------------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported results for the quarter ended
March 31, 2005.  Delta reported a net loss of $1.1 billion and a
loss per share of $7.64 for the March 2005 quarter.  In the March
2004 quarter, Delta reported a net loss of $383 million and a loss
per share of $3.12.

Excluding the special items described below, the March 2005
quarter net loss and loss per share were $684 million and $4.89,
respectively, compared to a net loss of $598 million and a loss
per share of $4.86 in the March 2004 quarter.

"T[hese] financial results clearly are disappointing," said Gerald
Grinstein, Delta's chief executive officer.  "Record-breaking fuel
prices are masking the many crucial, large-scale, core initiatives
our airline implemented during the quarter.  The issue is simple:
including fuel, Delta is not on plan, but excluding fuel, we are
better than plan.  Also, as competitive and cost pressures -
including fuel - continue to grow, we are aggressively pursuing
opportunities to further reduce our cost structure and also
maintain liquidity levels."

                    Financial Performance

First quarter operating revenues increased 3.3 percent, while
passenger unit revenues decreased 2.9 percent, compared to the
March 2004 quarter.  These results are in line with the company's
expectations.  The load factor for the March 2005 quarter was 74.4
percent, a 3.9 point increase as compared to the March 2004
quarter.  System capacity rose 6.0 percent and mainline capacity
increased 6.5 percent from the prior-year quarter.  

Due to sharply higher fuel costs and the special items described
below, operating expenses for the March 2005 quarter increased
17.5 percent from the March 2004 quarter and unit costs increased
10.9 percent.  Excluding the special items described below,
operating expenses for the March 2005 quarter increased 4.0
percent from the corresponding period in the prior-year.

Excluding the special items described below, consolidated system
unit costs decreased 1.9 percent and mainline unit costs decreased
3.9 percent as compared to the prior year period.  Excluding fuel
expense and the special items described below, unit costs for the
consolidated system decreased 9.9 percent and mainline unit costs
decreased 12.7 percent.  Fuel expense increased 54.0 percent, or
$310 million, with approximately 94 percent of the increase
resulting from higher fuel prices.  Average fuel price per gallon
for the March 2005 quarter was $1.42, a 49 percent increase over
the prior year period.

"To date, we have implemented changes in our business to a degree,
and at a rate, that has never been done before.  By the end of the
March 2005 quarter, we had implemented initiatives intended to
achieve over 80 percent of our transformation plan targets and
expect to implement actions by the end of September 2005 to
realize materially all of our targeted benefits," said Michael J.
Palumbo, Delta's executive vice president and chief financial
officer.  "However, historically high fuel prices are a
significant challenge, defining the need for even more change."  

               Liquidity and Financial Transactions

At March 31, 2005, Delta had $2.2 billion in cash and cash
equivalents and short-term investments, of which $1.8 billion was
unrestricted.  Cash flow from operations was positive $165 million
in the March 2005 quarter, including the sale of short term
investments.  Capital expenditures for the quarter were
approximately $160 million, including $85 million for aircraft
delivered under seller financing.  Delta expects its funding
obligation in 2005 for its defined benefit pension and defined
contribution plans will be approximately $450 million, of which
$220 million of required contributions were made during the March
2005 quarter.  Cash debt maturities for 2005 are expected to be
approximately $630 million, of which $130 million was paid during
the March 2005 quarter.

During the March 2005 quarter, Delta exchanged $176 million
principal amount of enhanced equipment trust certificates (EETCs)
due in November 2005 for a like aggregate principal amount of
EETCs due in September 2006 and January 2008.  Additionally, Delta
borrowed the final $250 million installment under its financing
agreement with American Express.

                     Transformation Plan

On Sept. 8, 2004, Delta outlined key elements of its
transformation plan, which is intended to deliver approximately
$5 billion in annual benefits by the end of 2006 (as compared to
2002), while also improving the service Delta provides to its
customers.  By the end of 2004, Delta had achieved $2.3 billion of
its targeted transformation plan objectives.  Delta believes that
it remains on track to achieve the remaining $2.7 billion in
targeted benefits.

As previously announced, during the March 2005 quarter, Delta
implemented several key initiatives as part of its transformation
plan:

   -- SimpliFaresTM

On Jan. 5, 2005, Delta announced the expansion of its SimpliFares
initiative within the 48 contiguous United States.  To date,
traffic stimulation has been less than expected, but yield
declines have also been less than anticipated.  The net result is
that this initiative is on track with Delta's revenue
expectations.

   -- Hub Redesign

On Jan. 31, 2005, Delta:

   (1) implemented Operation Clockwork, the redesign of its
       primary hub in Atlanta to a continuous, "un-banked" hub and

   (2) dehubbed its Dallas/Ft. Worth operations.

Together, these actions restructured over 51 percent of Delta's
network.  As a result of Operation Clockwork, Delta was able to
redeploy the equivalent of 19 aircraft gained through operational
efficiencies.

                         Outsourcing

During the March 2005 quarter, Delta announced plans to outsource:

   (1) certain of its human resources and payroll functions,
       resulting in expected cost savings of approximately
       $40 million over seven years as well as allowing Delta to
       forego significant capital expenditures and

   (2) heavy maintenance visits (HMVs) on its MD-88, MD-90, B757
       and B767 aircraft.

The outsourcing of HMVs, combined with additional efficiencies
gained from consolidating certain other maintenance work from
Tampa to Atlanta, is expected to yield savings of approximately
$240 million over five years.

                 Explanation of Special Items
   
March 2005 Quarter Special Items

In the March 2005 quarter, Delta recorded special items totaling a
net $387 million charge.  These items, which did not impact the
Company's cash balance at March 31, 2005, are:

   (1) A $453 million charge related to certain employee
      initiatives under Delta's transformation plan.  This charge
      primarily reflects the cost of pension benefits related to:

      (a) the planned reduction of 6,000-7,000 non-pilot jobs and

      (b) the partial freeze of benefit accruals under the pilot
          defined benefit plan;

   (2) A $68 million settlement charge related to the company's
       defined benefit pension plan for pilots (Pilot Plan). This
       charge relates to the lump sum distributions under the
       Pilot Plan for 265 pilots who retired.  As a result of the
       lump sum distributions, Delta must accelerate the
       recognition of actuarial losses in accordance with SFAS
       883;

   (3) A $10 million charge related to the retirement of six B737-
       200 aircraft in conjunction with the transformation plan;
       and

   (4) A $144 million benefit from a reduction in Delta's required
       deferred income tax asset reserve.

March 2004 Quarter Special Items

In the March 2004 quarter, Delta recorded a special item to
recognize a $215 million income tax benefit due to its loss
recorded for that period.

                         2005 Guidance

Historically high fuel prices are creating serious challenges for
Delta and other airlines.  Based on Delta's expected fuel
consumption for 2005, every one cent increase in the average
annual cost per gallon of jet fuel drives approximately
$25 million in additional fuel expense per year.  Delta's business
plan assumes an average fuel price per gallon in 2005 of $1.22.
The forward curve for crude oil currently implies substantially
higher prices for 2005 than our business plan, and we have no
hedges or contractual arrangements in place that would reduce our
jet fuel costs below market prices.

Capital expenditures for the June 2005 quarter are estimated to be
approximately $350 million, including $210 million for aircraft.  
Capital expenditures for 2005 are estimated to be approximately
$1 billion, including $570 million for aircraft.  All of Delta's
regional jet aircraft deliveries in 2005 will be financed under
existing agreements.  The remaining mainline aircraft to be
delivered in 2005 are scheduled to be sold to a third party
immediately upon delivery from the manufacturer, pursuant to a
previously announced agreement.

At March 31, 2005, Delta Air's balance sheet showed a $6.6 billion
stockholders' deficit, compared to a $5.8 billion deficit at
Dec. 31, 2004.

                        About the Company

Delta Air Lines -- http://delta.com/-- is the world's second-
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to 490
destinations in 85 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam and
other partners.  Delta is a founding member of SkyTeam, a global
airline alliance that provides customers with extensive worldwide
destinations, flights and services.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 20, 2005,
Standard & Poor's Ratings Services affirmed its 'CC' corporate
credit rating on Delta Air Lines Inc. (CC/Developing/--) and
removed the rating from CreditWatch.  The rating had been
originally placed on CreditWatch on Nov. 12, 2004; implications
were most recently revised to developing on March 25, 2005.  The
outlook is developing.

At the same time, Standard & Poor's lowered its ratings on
selected Delta debt issues, and removed the ratings from
CreditWatch.

"The downgrade of selected Delta debt issues aligns their ratings
with the 'CC' corporate credit rating, which was affirmed and
removed from CreditWatch," said Standard & Poor's credit analyst
Philip Baggaley.


DELTA AIR: CEO Gerald Grinstein Supports Pension Preservation Act
-----------------------------------------------------------------
Senators Johnny Isakson (R-Ga.) and John D. Rockefeller. IV, (D-W.
Va.) introduced the Employee Pension Preservation Act of 2005
(EPPA) on April 20 to protect pensions of airline employees and to
address large pension funding problems which threaten the
industry's restructuring.  

On behalf of Delta Air Lines' (NYSE: DAL) employees, Gerald
Grinstein, Delta's chief executive officer, issued the following
statement of support: "Senators Isakson and Rockefeller are to be
commended for their leadership in introducing S. 861.  This
legislation represents a very sensible and pragmatic approach to
the airline pension funding crisis, which threatens the benefits
that our workers and retirees have earned and are counting on.  We
have joined with Delta employees, retirees, Delta's Air Line
Pilot's Association, ALPA national and other airlines in our
efforts to seek legislation in support of this employee benefit.

"Recently, Delta employee teams compromised [sic] of frontline
workers, retirees, pilots and management made visits to
Washington, D.C., to discuss their concerns directly with members
[of] Congress.  These efforts have complemented the visits that
Delta Chairman Jack Smith and I have made to present our case
directly to Congress and the Bush Administration.  I expect these
communications will intensify now that Senators Isakson and
Rockefeller have put forth a very sound solution that properly
addresses the interests of government, the workers and management.  

"On behalf of the people of Delta, I would like to offer my whole-
hearted support to S. 861.  We are most grateful to Senators
Isakson and Rockefeller for their willingness to stand up for the
interests of airline employees, to preserve their retirement
benefits and to responsibly reduce the risk for plan termination
and government takeover."

Delta and other airlines have substantial pension payments due
over the next four years.  These payments have the potential to
severely affect Delta's cash position.  Delta, along with other
carriers, needs a solution that provides an affordable way to fund
benefits already earned by employees.  EPPA would allow Delta and
other airlines to make payments to its pension plan over a 25-year
period, rather than the current five-year timeline.  With bankrupt
airlines terminating their pension plans entirely and the industry
transitioning away from defined-benefit plans, Delta is asking
Congress for help to ensure that the benefits people earned will
be paid.

              Retirees Express Their Support

Delta Air Lines' retirees have expressed their support for the
Employee Pension Preservation Act of 2005, designed to protect
pensions of airline employees and address large pension funding
problems which threaten the industry's restructuring.

Senate bill S. 861 is critical to Delta's future and its viability
in the marketplace, said Patricia W. Malone, an advisory board
member for the Delta Pioneers, a group of more than 9,000 Delta
retirees, spouses and employees with at least 20 years of service.  
"The Employee Pension Preservation Act of 2005 will not only help
Delta, it will help protect pensions of all airline employees. For
many of us, our entire income is predicated upon Social Security
and our Delta pensions," she said.  "This legislation will help
Delta deliver the retirement benefits employees have earned and
avoid passing its unfunded pension liability to the federal
government."

"The Delta Pilots Pension Preservation Organization applauds
Senators Isakson and Rockefeller for their leadership and
proactive thinking in support of constituents who have retired
from Delta Air Lines, active employees who are today earning their
future retirement benefits and all who hope to see Delta continue
to survive and prosper," said Jim Gray, a retired Delta captain
and chairman of DP3.  EPPA is crucial to Delta's transformation
plan and is key in Delta's effort to continue on its path of
viability."

"Delta retirees are very excited about the Employee Pension
Preservation Act, introduced by Senators Isakson and Rockefeller.  
It provides hope for legislation that will help Delta, the
retirees, the Pension Benefit Guarantee Corp. and the U.S.
taxpayer," said Cathy Cone, Chairman of the DALRC Retirement
Committee, a group that represents more than 5,000 of the
company's retirees.  "The bill will give Delta a more sensible
schedule for the payment of pension obligations, allowing the
company to honor the pension benefits employees and retirees have
already earned.  We join with Delta, other Delta retiree groups,
the Air Line Pilots Association and Northwest Airlines in our
support of this and similar legislation in the House of
Representatives."

Delta and other airlines have substantial pension payments due
over the next four years.  These payments have the potential to
severely affect Delta's cash position.  Delta, along with other
carriers, needs a solution that provides an affordable way to fund
benefits already earned by employees.  EPPA would allow Delta and
other airlines to make payments to its pension plan over a 25-year
period, rather than the current five-year timeline.  With bankrupt
airlines terminating their pension plans entirely and the industry
transitioning away from defined-benefit plans, Delta is asking
Congress for help to ensure that the benefits people earned will
be paid.

Delta Air Lines -- http://delta.com/--is the world's second   
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to 493
destinations in 87 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam,
Northwest Airlines, Continental Airlines and other partners.
Delta is a founding member of SkyTeam, a global airline alliance
that provides customers with extensive worldwide destinations,
flights and services.  At Dec. 31, 2004, Delta's balance sheet
shows $21.8 billion in assets and $27.6 billion in liabilities.

At March 31, 2005, Delta Air's balance sheet showed a $6.6 million
stockholders' deficit, compared to a $5.8 million deficit at
Dec. 31, 2004.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 20, 2005,
Standard & Poor's Ratings Services affirmed its 'CC' corporate
credit rating on Delta Air Lines Inc. (CC/Developing/--) and
removed the rating from CreditWatch.  The rating had been
originally placed on CreditWatch on Nov. 12, 2004; implications
were most recently revised to developing on March 25, 2005.  The
outlook is developing.

At the same time, Standard & Poor's lowered its ratings on
selected Delta debt issues, and removed the ratings from
CreditWatch.

"The downgrade of selected Delta debt issues aligns their ratings
with the 'CC' corporate credit rating, which was affirmed and
removed from CreditWatch," said Standard & Poor's credit analyst
Philip Baggaley.


DELTA AIR: S&P Removes Junk Ratings from CreditWatch
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on all
classes of certificates issued by Corporate Backed Trust
Certificates Series 2001-6 Trust and Corporate Backed Trust
Certificates Series 2001-19 Trust and removed them from
CreditWatch developing, where they were placed April 5, 2005.

Series 2001-6 and 2001-19 are swap independent synthetic
transactions that are weak-linked to the underlying securities,
Delta Air Lines Inc.'s 8.3% senior unsecured notes due Dec. 15,
2029.  The rating affirmations and CreditWatch removals reflect
the April 19, 2005, affirmation of the senior unsecured debt
ratings on Delta Air Lines Inc. and their subsequent removal from
CreditWatch.

A copy of the Delta Air Lines Inc.-related research update dated
April 19, 2005, is available on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at http://www.ratingsdirect.com/
   
       Ratings Affirmed And Removed From Creditwatch Developing
   
        Corporate Backed Trust Certificates Series 2001-6 Trust
        $57 million corporate-backed trust certs series 2001-6
   
                                  Rating
                                  ------        
                     Class    To         From
                     -----    --         ----
                     A-1      C          C/Watch Dev
                     A-2      C          C/Watch Dev
                     A-3      C          C/Watch Dev
   
        Corporate Backed Trust Certificates Series 2001-19 Trust
        $27 million corporate-backed trust certs series 2001-19
   
                                  Rating
                                  ------
                     Class    To         From
                     -----    --         ----
                     A-1      C          C/Watch Dev
                     A-2      C          C/Watch Dev


DELTA FUNDING: S&P Cuts Rating on Class B Certificates to B
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes from two transactions issued by Delta Funding Home Equity
Loan Trust.  The rating on class B from series 2000-3 is lowered
to 'B' from 'BB', and the rating on class M-2 from series 2000-4
is lowered to 'A-' from 'A'. At the same time, ratings are
affirmed on the remaining classes from the same transactions.

The lowered ratings reflect the following:

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

    (2) Realized losses that have exceeded excess interest cash
        flow by an average of at least 2x in the most recent six
        months;

    (3) Serious delinquencies (90-plus days, foreclosure, and REO)
        of 38.45% for series 2000-3 and 42.58% for series 2000-4;
        and

    (4) A consistent loss trend that is expected to continue based
        on current levels of serious delinquencies.

Credit support for class B of series 2000-3 is provided by excess
interest cash flow and overcollateralization.
Overcollateralization is currently $1.26 million for series 2000-
3. Credit support for class M-2 of series 2000-4 is currently
provided by excess interest cash flow and subordination, as
overcollateralization has been fully depleted.

The current credit enhancement percentages (prior to giving credit
for excess spread) for the classes with lowered ratings are as
follows:

    (1) Series 2000-3, class B: 4.18%; and
    (2) Series 2000-4, class M-2: 9.94%.

Standard & Poor's will continue to closely monitor the performance
of the transactions to ensure that the assigned ratings accurately
reflect the risks associated with the securitizations.

As of the March 2005 remittance period, cumulative losses, as a
percentage of the original pool balance, were as follows:

    (1) Series 2000-3 (5.81%, $11.62 million); and
    (2) Series 2000-4 (6.77%, $7.78 million).

Meanwhile, the rating affirmations reflect sufficient levels of
credit support to maintain the current ratings, despite the high
level of delinquencies.

The collateral consists of fixed- and adjustable-rate home equity
first- and second-lien loans secured by one- to four-family
residential properties.
   
                            Ratings Lowered
                  Delta Funding Home Equity Loan Trust
                        Asset-backed certificates
   
                                       Rating
                                       ------
                  Series    Class   To        From
                  ------    -----   --        ----
                  2000-3    B       B         BB
                  2000-4    M-2     A-        A
   
                            Ratings Affirmed
                  Delta Funding Home Equity Loan Trust
                        Asset-backed certificates
   
                   Series    Class              Rating
                   ------    -----              ------
                   2000-3    A-6F*, A-1A*       AAA
                   2000-3    M-1                AA+
                   2000-3    M-2                A
                   2000-4    A*                 AAA
                   2000-4    M-1                AA
   
      Note: *Denotes bond-insured transaction rating that reflects
            the financial strength of the respective bond insurer.


DPL CAPITAL: S&P Upgrades Ratings on Six Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
synthetic transactions related to DPL Capital Trust II and removed
them from CreditWatch positive, where they were placed Feb. 17,
2005.

The rating actions and CreditWatch removals reflect the raising of
the rating on DPL Capital Trust II and its subsequent removal from
CreditWatch on April 19, 2005.

The three upgraded deals are swap-independent synthetic
transactions that are weak-linked to the underlying collateral,
DPL Capital Trust II's $300 million 8.125% trust preferred capital
securities, which are guaranteed by DPL Inc.

A copy of the DPL Inc.-related research update, dated April 19,
2005, can be found on RatingsDirect, Standard & Poor's Web-based
credit analysis system, at http://www.ratingsdirect.com/
   
        Ratings Raised And Removed From Creditwatch Positive
   
         Structured Asset Trust Units Repackagings (SATURNS)
               DPL Capital Security Backed Series 2002-3
              $54.55 million callable units series 2002-3
   
                                        Rating
                                        ------
                         Class     To        From
                         -----     --        ----
                         A units   B+        B/Watch Pos
                         B units   B+        B/Watch Pos
   

                      SATURNS Trust No. 2002-4
         $42.5 million DPL Capital Security backed series 2002-4
   
                                        Rating
                                        ------
                         Class     To        From
                         -----     --        ----
                         A units   B+        B/Watch Pos
                         B units   B+        B/Watch Pos
   
         Structured Asset Trust Unit Repackagings (SATURNS)
               DPL Capital Security Backed Series 2002-7
         $25 million DPL Capital Security backed series 2002-7
   
                                        Rating
                                        ------
                         Class     To        From
                         -----     --        ----
                         A units   B+        B/Watch Pos
                         B units   B+        B/Watch Pos


EASTMAN KODAK: Digital Transition Prompts S&P to Lower Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Eastman Kodak Co. to 'BB+'
from 'BBB-' and removed the ratings from CreditWatch, where they
were placed on Oct. 21, 2004, with negative implications.  The
outlook is negative.  The Rochester, New York-based imaging
company had $2.4 billion in debt as of March 31, 2004.

"The rating actions reflect Standard & Poor's conclusion that
Kodak's business profile no longer warrants an investment-grade
rating, given the accelerated decline in its core consumer imaging
business and the uncertain profit prospects of some of its
emerging digital businesses," said Standard & Poor's credit
analyst Steve Wilkinson.  "The transition of Kodak's businesses
also creates concern about Kodak's near- to intermediate-term
profitability and cash flow at a time when its debt will increase
by up to $1.4 billion from current levels as a result of recent
and pending acquisitions."

The ratings reflect:

    (1) the declining prospects for the core traditional imaging
        businesses that produce a strong majority of Kodak's
        profits,

    (2) an increasing reliance on unproven and emerging
        businesses, integration and restructuring risks relating
        to the transition of its businesses, and

    (3) somewhat elevated financial risk from its rising debt
        levels and significant unfunded postretirement
        liabilities.

The ratings also recognize:

    (1) Kodak's dominant position in the U.S. and global markets
        for conventional photography products and services,

    (2) strong and profitable position in digital and conventional
        health imaging, and

    (3) progress in establishing solid positions in certain other
        digital imaging markets.

The negative outlook reflects the potential for S&P ratings on
Kodak to be lowered if:

    (1) worldwide conventional film sales drop faster than the 20%
        rate currently assumed for 2005,

    (2) Kodak's key credit measures deteriorate from pro
        forma levels,

    (3) discretionary cash flow does not remain solidly positive,

    (4) the company does not make progress in increasing its
        operating income from its digital businesses to the $275
        million-$325 million range currently expected, or

    (5) it continues making large cash acquisitions.

Conversely, the outlook could be changed to stable if Kodak is
able to demonstrate over time that it can maintain strong
profitability while reducing debt and keeping good liquidity,
despite the challenges posed by the transition of its businesses.

Kodak will need to steadily and significantly reduce its costs for
traditional photography products and services to adjust to rapidly
eroding consumer photography and gradually declining X-ray sales.
This has become an increasing business imperative, notwithstanding
the still-substantial market for traditional photography products
and services and the scale advantages that Kodak derives from
strong market positions across its traditional business units.
Ongoing cost reduction entails execution risk, especially if
volumes continue to fall faster than Kodak anticipates.

In light of these market challenges, Kodak is building--
organically and through acquisitions--new digital imaging
businesses to leverage its intellectual property, customer
knowledge and relationships, and brand.  Kodak has made notable
progress in establishing solid positions in various digital
markets for consumers and graphics communications firms.  However,
these markets are still developing and are likely to be more
competitive than Kodak's traditional markets.  As a result, is not
clear that Kodak will enjoy as strong a competitive position in
these markets or that the profits will be sufficient to offset
lost conventional profits and cash flow.


EXPRESS FREIGHT: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Express Freight Services, Inc.
        P.O. Box 30131
        Spokane, Washington 99223

Bankruptcy Case No.: 05-03312

Type of Business: The Debtor operates as a delivery service
                  provider.

Chapter 11 Petition Date: April 20, 2005

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C. Williams

Debtor's Counsel: Barry W. Davidson, Esq.
                  Davidson & Medeiros
                  601 West Riverside, Suite 1280
                  Spokane, Washington 99201
                  Tel: (509) 624-4600
                  Fax: (509) 623-1660

Estimated Assets: $500,000 to $1 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:
                                 
   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Penske                        Rental                     $35,579
6305 East Mallon Avenue
Spokane, WA 99212

Homestate Companies The       Insurance                  $12,564
9290 West Dodge Road,
Suite 300
Omaha, NE 68114

Cornhuskers Casualty          Insurance                   $9,000
9290 West Dodge Road,         deductible
Suite 300
Omaha, NE 68114-3363

Overall                       Uniforms                    $8,595
P.O. Box 9040
Everett, WA 98206-9040

All Color Printing            Printing                    $6,209
214 Washington Avenue North
Kent, WA 98032

Royal SunAlliance             Insurance                   $5,387
P.O. Box 60219
Charlotte, NC 28260-0219

Regency Credit for            Rental                      $2,967
Ryder Trucks
4246 East Wood Suite #500
Phoenix, AZ 85040

PIP Printing                  Printing                    $2,007
4201 East Trent
Spokane, WA 99202

Insurance Corp Of British     Subrogation claim           $1,565
Columbia
151 West Esplanade North
Vancouver, BC V7M 3H9

Washington State Ferries      Ferry charges               $1,467
P.O. Box 3985
Seattle, WA 98124-3985

Western National Assurance    Insurance                     $973
P.O. Box 75189
Seattle, WA 98125-0189

Sir Graphics                  Signage                       $650
P.O. Box 0475
Veradale, WA 99037

Washington Carriers for                                     $616
GESA CU
510 North 20th, Suite D
Pasco, WA 99301

MCI Worldcom                  Phone charges                 $603
P.O. Box 85053
Louisville, KY 40285-5053

Aramark Uniform Services      Uniforms                      $553
P.O. Box 718
Kent, WA 98035

Advanced Mechanical Systems   Warehouse repair              $497
P.O. Box 4125
Spokane, WA 99220-0125

Watkins & Shepard             Rent utilities                $407
1500 Blaine Street
Helena, MT 59601

NEBS                          Checks                        $180
500 Main Street
Groton, MA 01471

All Doors Inc.                Warehouse repair              $108
217-B South Fifth Avenue
Pasco, WA 99301


FALCONBRIDGE LTD: Posts $221 Million Earnings for First Quarter
---------------------------------------------------------------
Falconbridge Limited (TSX:FL) reported consolidated earnings of
$221 million for the first quarter 2005.  This compares with
earnings of $184 million for the first quarter of 2004.

"We have had a solid start to the year, increasing year over year
production at most of our facilities, which enabled us to take
full advantage of high metals prices and generate record
earnings," said Aaron Regent, President and Chief Executive
Officer of Falconbridge.  "In addition, the proposed merger with
Noranda will simplify our ownership structure, provide a larger
shareholder float and increase our critical mass, which will aid
our ability to advance new large scale projects.  As one of the
world's largest base metals companies, we will be well positioned
to benefit from the expected continuation in high metal prices.
With a high quality pipeline of growth initiatives in copper and
nickel, the company is positioned to broaden its appeal to large
institutions and further expand its shareholder base."

                        Q1 2005 Highlights

Corporate Developments

   -- Noranda and Falconbridge agreed to merge on a share exchange
      basis

Realized prices

   -- Nickel, copper and zinc were 2%, 24%, 21% higher,
      respectively, versus Q1, 2004

Production

   -- Nikkelverk achieved record nickel and cobalt production of
      21,456 and 1,330 tonnes, respectively

   -- Refined nickel production, including ferronickel, was 27,930
      tonnes and mined copper production was 83,012 tonnes

   -- Annual production target for refined nickel remains
      unchanged at 113,000 tonnes; target for mined copper lowered
      by 9,000 tonnes to 351,000 tonnes, as a result of a shutdown
      of SAG mill #3 at Collahuasi

   -- Completed 13 Six Sigma projects, generating savings of
      $7.7 million

Exploration

   -- Sudbury exploration team received the "2005 Bill Dennis
      Prospector of the Year" Award for their discovery of the
      Nickel Rim South deposit

Financial Position

   -- Return on shareholders' equity of 35%

   -- Cash flow increased to $313 million, from $263 million in Q1
      2004

   -- Improved net-debt-to-total-capitalization ratio to 19%
      from 24% at Dec. 31, 2004, with liquidity in excess of
      $1.2 billion

Projects and Other Developments

   -- Finalized joint-venture agreement with Barrick Gold for the
      Kabanga nickel deposit in Tanzania

   -- Advanced Phase I of Raglan Optimization program

   -- Began vent shaft sinking at Nickel Rim South in March 2005

   -- Appointed new President of the Koniambo ferronickel project
      in New Caledonia

Proposed Transaction with Noranda

On March 9, 2005, Falconbridge entered into an agreement to
combine with its major shareholder, Noranda Inc.  The merger would
be completed by way of a share exchange take-over bid under which
Falconbridge common shareholders (other than Noranda) would be
offered 1.77 Noranda common shares for each Falconbridge common
share.  After the merger, Noranda would be renamed
NorandaFalconbridge, creating one of North America's largest base-
metals companies.

Noranda's offer to Falconbridge shareholders will expire on
May 5, 2005.  The take-over bid circular and the directors'
circular (including the recommendation of the Falconbridge Board
of Directors that Falconbridge shareholders tender their shares to
the Noranda Offer.

                  First Quarter 2005 Results

Higher earnings resulted primarily from higher average realized
copper and zinc prices, which were up 24% and 21%, respectively.
The nickel price remained strong with a 2% increase quarter over
quarter.  Earnings also received a boost from significantly higher
copper and zinc sales volumes, up 21% and 54%, respectively,
compared to the first quarter of 2004. Earnings were partially
offset by higher unit production costs.  First quarter 2005 net
earnings were also negatively affected by the continued weakening
of the U.S. dollar versus the Canadian dollar, a drop of 7% in the
average rate for the quarter compared to the corresponding quarter
of 2004.

Compared to the fourth quarter of 2004, first quarter earnings
increased as a result of higher realized nickel and copper prices,
which were up 9% and 5%, respectively, from those realized in the
previous quarter, partially offset by lower copper sales volumes.

In the first quarter, the Company's balance sheet continued to
strengthen as the ratio of net debt to net debt plus equity
improved to 19% from 32% at March 31, 2004 and from 24% at
December 31, 2004.  Cash and cash equivalents were $798 million at
March 31, 2005.  The Company believes that current cash reserves
and anticipated cash flows will be sufficient to cover all of its
obligations for the next year.

                  Liquidity and Capital Resources

During the first quarter of 2005, consolidated cash and cash
equivalents increased by $153 million to $798 million at March 31,
2005, compared with a balance of $416 million at the end of the
first quarter of 2004.  These items were invested primarily in
high-quality short-term money market instruments and liquidity
funds.

In the first quarter of 2005, the Company's balance sheet improved
as the ratio of net debt to net debt plus equity improved to 19%
from 32% at the end of the first quarter of 2004 and from 24% at
December 31, 2004.

Falconbridge has significant liquidity and financial flexibility,
including unused bank lines of credit totaling $457 million.  As a
result, the Company has unused credit and cash available in excess
of $1.2 billion.

Working capital increased to $1,168 million at the end of the
first quarter of 2005 from $933 million at the end of December
2004.  This is primarily attributable to a cash increase of
$153 million, a $72 million increase in inventories, and a
$32 million increase in receivables, all in the first three months
of 2005.  These increases in current assets were partially offset
by a $7 million increase in the current portion of long-term debt.

Cash generated from operations before working capital changes
totaled $313 million compared with $263 million for the first
quarter of 2004.

The ratio of current assets to current liabilities was 2.8:1 at
March 31, 2005.

Expenditures in the first quarter of 2005 were directed towards
development of Mine D at the Kidd Mining Division, Nickel Rim
South at the INO Division, the construction of the molybdenum
recovery plant at Collahuasi, the Raglan Optimization project,
evaluation work at Koniambo and to maintain and improve productive
capacity at all locations.

Total debt was at $1.436 billion at March 31, 2005, compared to
$1.437 billion at the end of 2004.  The $1 million change was due
to a foreign exchange gain on Canadian dollar denominated debt due
to the strengthening of the U.S. dollar versus the Canadian
dollar, as of March 31, 2005 compared to December 31, 2004.  The
current portion of long-term debt is $255 million.

                           Dividend Payment

On April 21, 2005, the Board of Directors declared dividends of 10
cents Cdn per Common Share payable May 17, 2005 to shareholders of
record May 3, 2005, and of 2 cents Cdn per Preferred Share Series
1 payable June 1, 2005, to shareholders of record May 18, 2005.   
The Preferred Share Series 2 pays a monthly floating dividend
based on the prime interest rate, payable on the 12th day of each
following month for record holders of the last business day of the
preceding month.  For Preferred Share Series 3, a dividend of
28.63 cents Cdn per share was declared and is payable June 1, 2005
to shareholders of record May 18, 2005.  The Company intends to
continue paying the common share dividend in Canadian dollars but
will review the situation on a periodic basis.  The preferred
share dividends will continue to be declared in Canadian dollars.

Falconbridge Limited is a leading producer of nickel, copper,
cobalt and platinum group metals.  Its common shares are listed on
the Toronto Stock Exchange under the symbol FL.  Falconbridge is
owned by Noranda Inc. of Toronto (58.8%) and by other investors
(41.2%).

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 3, 2004,
Standard & Poor's Ratings Services assigned its 'BB' global scale
and 'P-3' Canadian national scale ratings to diversified metal and
mining company Falconbridge Ltd.'s C$78 million par value
cumulative preferred shares series 3.  At the same time, all other
ratings on Falconbridge, including the 'BBB-' corporate credit
rating, were affirmed.

At the same time, Standard & Poor's assigned its 'BB' rating to
Toronto, Ontario-based Noranda's proposed US$1.25 billion junior
preferred shares.


FEDERAL-MOGUL: Has Until Aug. 1 to Make Lease-Related Decisions
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period within which Federal-Mogul Corporation and its debtor-
affiliates may elect to assume, assume and assign, or reject non-
residential real property leases through and including August 1,
2005, to preserve the maximum amount of flexibility in
restructuring their business.  

Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, assures the Court
that lessors under the Real Property Leases will not be prejudiced
as a result of the requested extension.  Pending their election to
assume or reject the Real Property Leases, the Debtors will
perform all of their postpetition obligations in a timely fashion
as required by the Bankruptcy Code.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's
largest automotive parts companies with worldwide revenue of
some $6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at
Sidley Austin Brown & Wood, 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 listed
US$10.15 billion in assets and $8.86 billion in liabilities.  At
Dec. 31, 2004, Federal-Mogul's balance sheet showed a $1.925
billion stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's
balance sheet showed a $2.048 billion stockholders' deficit,
compared to a $1.926 billion deficit at Dec. 31, 2004. (Federal-
Mogul Bankruptcy News, Issue No. 76; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FRIEDMAN'S INC: Names Pamela Romano President & COO
---------------------------------------------------
Friedman's Inc. (OTC: FRDMQ.PK) names Pamela J. Romano as
President and Chief Operating Officer.  In her new role, Ms.
Romano will oversee the day-to-day store, marketing and
merchandising operations of Friedman's 480 stores.  Ms. Romano
will report to Sam Cusano, the Company's Chief Executive  
Officer.  She will be based in the Company's headquarters in
Savannah, Georgia.

"We are pleased that Pam has agreed to join our organization
during this important time.  Pam's extensive retail expertise will
prove extremely valuable as we continue to strengthen our
operations," said Sam Cusano, Chief Executive Officer.

Ms. Romano brings over 25 years of retail jewelry experience to
Friedman's, having held senior management positions at Macy's and
Zales Jewelers.  Ms. Romano spent 15 years with Macy's in
progressive merchandising positions within the fine and fashion
jewelry business.  She was the Vice President of Merchandising for
Macy's East Fine and Fashion Jewelry.  In her most recent
position, Ms. Romano served as Group Senior Vice President of Zale
Corporation and President of Zales Jewelers for seven years.  Ms.
Romano also ran Zales.com, the company's Web-based business.

Ms. Romano said, "I am excited about this opportunity.  I believe
that Friedman's has a strong future, and I look forward to working
with the management team and store personnel to make this a
reality."

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


GADZOOKS INC: Taps Glass & Associates as Responsible Person
-----------------------------------------------------------          
Gadzooks, Inc. asks U.S. Bankruptcy Court for the Northern
District of Texas for permission to employ and retain Glass &
Associates, Inc., as a Court-Appointed Responsible Person.

The Debtor has employed Glass & Associates since April 16, 2004,
as its Chief Restructuring Advisor.

As a Court-Appointed Responsible Person, Glass & Associates is
expected to:

   a) provide direct oversight for the Debtor's remaining
      employees and oversee the relationship with the Court
      approved Liquidating Agent who will be liquidating certain
      assets of Forever 21, Inc., at the Debtor's locations;

   b) serve as the interim estate manager through the wind down of
      the Debtor's estate working jointly with the Debtor and the
      Official Committee of Unsecured Creditors and their
      professionals to effectuate a liquidation of the Debtor's
      assets and win down of its business affairs;

   c) liquidate the Debtor's remaining assets and work together
      with the third party selected by the Creditors Committee who
      will investigate and resolve the claims filed against the
      estate and the actions required to pursue avoidance actions;

   d) manage the Debtor's estate claims, including administrative
      claims, distribute liquidations proceeds as directed by the
      Court, and comply with Court orders and directives; and

   e) account for estate activities prior to the consummation of a
      liquidating plan, including complying with U.S. Trustee's
      monthly financial reporting requirements, provide weekly
      progress reports to a representative of the Creditors
      Committee, and file SEC filings on behalf of the Debtor.

Sanford R. Edlein, a Principal at Glass & Associates, discloses
that the Firm will be paid $40,000 per month.  

Mr. Edlein reports Glass & Associates's professionals bill:

    Designation                      Hourly Rate
    -----------                      -----------
    Principal                        $375 - $550
    Case Director                    $325 - $450
    Senior Associate                 $250 - $380
    Consultant                       $200 - $300
    Clerical/Administrative Staff    $75  - $95

Glass & Associates assures the Court that it does not represent
any interest materially adverse to the Debtor or its estate.

Headquartered in Carrollton, Texas, Gadzooks, Inc. --  
http://www.gadzooks.com/-- is a mall-based specialty retailer   
selling casual clothing, accessories and shoes for 16-22 year old
females.  The Company now operates 243 stores in 40 states.  The
Company filed for chapter 11 protection on February 3, 2004
(Bankr. N.D. Tex. Case No. 04-31486). Charles R. Gibbs, Esq., and
Keith Miles Aurzada, Esq., at Akin Gump Strauss Hauer & Feld, LLP,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$84,570,641 in total assets and $42,519,551 in total debts.


GARDNER DENVER: Moody's Rates Planned $125M Sr. Sub. Notes at B2
----------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to the proposed
$125 million of senior subordinated notes to be issued by Gardner
Denver, Inc., in connection with an acquisition and refinancing.
Moody's also assigned the company a Ba3 senior implied rating and
an SGL-2 liquidity rating.  The rating outlook is stable.

GDI is acquiring Thomas Industries, Inc., for a net purchase price
of $476.6 million, or 9.1 times adjusted EBITDA. GDI is a leading
producer of engineered air compressors, liquid ring pumps, blowers
and certain fluid transfer products and TII is a manufacturer of
precision engineered pumps and compressors.  Senior subordinated
note proceeds, together with approximately $230 million from a GDI
secondary stock offering (including a 15% over allotment option)
as well as a new $230 million term loan, will be used to fund the
purchase of TII, to refinance some of GDI's existing debt, and to
pay associated fees and expenses.

These ratings were assigned:

   * B2 to the proposed $125 million of senior subordinated notes,
     due 2013,

   * Ba3 senior implied rating,

   * B1 issuer rating, and

   * SGL-2 speculative grade liquidity rating.

Moody's does not rate GDI's new $605 million senior secured credit
facility.

The ratings are supported by GDI's leading niche market position
and strong brand recognition in the compressed air products and
specialty pump markets, increasing product offering and end-market
diversification as a result of the TII acquisition, as well as
GDI's moderate financial leverage and a track record of good cash
flow generation.  GDI is the second largest manufacturer of
compressed air products in the United States and the third largest
in the world.  It is also one of the world's two largest
manufacturers of pumps used for oil and natural gas well servicing
and drilling.  Over the years, it has built strong brand
recognition for many of the products it sells.  The TII
acquisition is expected to provide access to higher growth
industries and end markets such as the medical and environmental
equipment markets.  TII's strong international presence and recent
expansion in China also complements GDI's strategy to more
aggressively pursue growth in the international markets.

On the other hand, the credit ratings are constrained by GDI's
acquisition-dependent growth strategy and the associated
integration and execution risks, the cyclicality of the end-
markets it serves, as well as the highly competitive and mature
nature of the industry.  Since 1996, GDI has grown its revenue
base significantly to $1.3 billion pro forma for the TII
acquisition.  However, the growth has been achieved primarily
through 18 acquisitions, including TII, with total acquired
revenues of approximately $1 billion.  As the company's revenue
base grows, it is taking on increasingly larger acquisitions in
order to have a meaningful impact on its performance, thus raising
integration and execution risks.  Given the limited organic growth
potentials of GDI's products, acquisitions are likely to continue
to drive future growth.  In addition, many of the major end-
markets that both GDI and TII serve, e.g. the general industrial,
manufacturing, transportation, energy and chemical markets, are
cyclical in nature.  As a result, revenue and earnings will likely
come under pressure in a down cycle.

Pro forma for the acquisition, GDI's total sales will be
around $1.3 billion and total gross debt will be approximately
$642.2 million, or 3.8 times adjusted EBITDA of $167.7 million.   
Adjusted EBITDA will cover pro forma interest 4.4 times.  Both GDI
and TII have a track record of generating good free cash flow on a
standalone basis, and Moody's expects the trend to continue when
the two combine.  Over the near term, however, free cash flow
generation is likely to be impacted by higher capital spending and
increased working capital to support revenue growth.  
Nevertheless, Moody's expects free cash flow in 2005 to represent
mid to high single digit of outstanding debt.

The stable outlook reflects favorable current market conditions
and some potential cost and manufacturing synergies stemming from
the TII acquisition over the near term, balanced by a potential
slowdown in end-market activities over the medium term.  The
ratings or outlook could be favorably impacted by continued strong
earnings and cash flow generation, a more conservative financial
posture, and evidence that recent results can be sustained
throughout a business cycle.  Conversely, the ratings or outlook
could be pressured by difficulties in integrating the TII
acquisition, a substantial decline in end-market conditions, or
the pursuit of additional large-sized debt-financed acquisitions.

The B2 rating on the senior subordinated notes reflects their
unsecured nature, contractual and effective subordination to
senior debt.  The notes will be guaranteed by the issuer's
domestic subsidiaries.

The SGL-2 rating, indicating good liquidity, reflects Moody's
expectation that GDI's internally generated cash flow should be
sufficient to cover its capital expenditure, amortizations under
the credit facility, and other operational needs over the next 12
months.  Liquidity is further bolstered by an estimated
$92 million of cash on hand at closing, although a sizable portion
of which is overseas.  GDI has a $225 million committed revolving
credit facility that matures in September 2009.  Availability
under the revolver is approximately $90 million after around
$105 million outstanding and $25 million of LC usage.  The credit
agreement contains three financial covenants: a maximum
debt/EBITDA leverage ratio, a minimum interest expense coverage
ratio, and minimum consolidated net worth.  Moody's expects the
company to be in compliance with the covenants over the next
12 months.  The senior credit facility is secured by a pledge of
the stock of certain GDI's subsidiaries, but not by company
assets.  As such, GDI may have the option to raise additional
funding against the assets should such a need arise although the
credit agreement limits the amount of additional debt it can
incur.

Gardner Denver, Inc., based in Quincy, Illinois, is a leading
producer of engineered air compressors, liquid ring pumps, blowers
and certain fluid transfer products.


GEORGETOWN STEEL: Trustee Has Until May 2 to Object to Claims
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
extends the deadline within which David O. Shelley, the
liquidating trustee for the Georgetown Steel Company, LLC
Liquidating Trust, can object to proofs of claim filed against the
Debtors until May 2, 2005.

On Oct. 20, 2004, the Court confirmed the Debtor's Amended Plan of
Liquidation, and the plan was declared effective on Nov. 2, 2004.  
Since the effective date, the Liquidating Trustee has worked
diligently to resolve or object to outstanding claims.  Due to the
large number of claims filed against the Debtors, there are still
numerous claims that remain unsolved.  

Mr. Shelley tells the Court there are two reasons he needs more
time to prosecute objections to claims:

   (a) the process of reviewing and objecting to all of the
       remaining claims filed against the Debtors is time-
       consuming; and

   (b) creditors might suffer an unfair dilution of their claims
       if the Liquidating Trustee does not have adequate time to
       object to claims.

Headquartered in Georgetown, South Carolina, Georgetown Steel
Company, LLC, manufactures high-carbon steel wire rod products
using the Direct Reduced Iron (DRI) process.  The Company filed
for chapter 11 protection on October 21, 2003 (Bankr. S.C. Case
No. 03-13156).  Michael M. Beal, Esq., at McNair Law Firm P.A.,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated debts and assets of over $50 million each.


HAWAIIAN AIRLINES: Posts $4.4 Million Operating Profit for March
----------------------------------------------------------------
Hawaiian Airlines reported an operating profit of $4.4 million on
revenue of $69.7 million for March 2005, which compares with an
operating profit of $7.8 million on revenue of $63.7 million for
March 2004.

Joshua Gotbaum, Hawaiian's Trustee, commented, "In these tough
times for our industry, any operating profit is an accomplishment.
We view these results as proof that Hawaiian continues to deliver
the best airline service for Hawaii."

Hawaiian's monthly operating expenses increased by 17.0 percent to
$65.3 million for March compared to last year.  The biggest factor
was higher fuel costs, which rose by 40.7 percent to $14.4 million
versus March 2004.  Labor costs were up 3.2 percent.

In March, Hawaiian improved its Revenue Per Available Seat Mile
(RASM) by 8.9 percent, while its Cost Per Available Seat Mile
(CASM) increased by 16.3 percent year-over-year.  Excluding fuel
expenses, CASM rose 11.0 percent.

Hawaiian reported a net loss of $2.0 million for March.  By
comparison, the airline recorded net income of $3.3 million in
March 2004.

The monthly financial reporting is required as part of Hawaiian's
Chapter 11 status. The complete financial report for March is
available online at http://www.HawaiianAirlines.com/

                     About Hawaiian Airlines

Hawaiian Airlines, the nation's number one on-time carrier, is
recognized as one of the best airlines in America.  Readers of two
prominent national travel magazines, Cond, Nast Traveler and
Travel + Leisure, have both rated Hawaiian as the top domestic
airline serving Hawaii in their most recent rankings, and the
fifth best domestic airline overall.

Celebrating its 76th year of continuous service, Hawaiian is
Hawaii's biggest and longest-serving airline, and the second
largest provider of passenger air service between Hawaii and the
U.S. mainland.  Hawaiian offers nonstop service to Hawaii from
more U.S. gateway cities than any other airline.  Hawaiian also
provides approximately 100 daily jet flights among the Hawaiian
Islands, as well as service to Australia, American Samoa and
Tahiti.

Hawaiian Airlines, Inc. -- http://www.HawaiianAir.com/-- is a  
subsidiary of Hawaiian Holdings, Inc. (AMEX and PCX: HA).  Since
the appointment of a bankruptcy trustee in May 2003, Hawaiian
Holdings has had no responsibility for the management of Hawaiian
Airlines and has had limited access to information concerning the
airline.

On March 21, 2003, Hawaiian Airlines, Inc., filed a voluntary
petition for reorganization under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Hawaii (Case No. 03-00827).  Joshua Gotbaum serves as the chapter
11 trustee for Hawaiian Airlines, Inc.  Mr. Gotbaum is represented
by Tom E. Roesser, Esq., and Katherine G. Leonard, Esq., at
Carlsmith Ball LLP and Bruce Bennett, Esq., Sidney P. Levinson,
Esq., Joshua D. Morse, Esq., and John L. Jones, II, Esq., at
Hennigan, Bennett & Dorman LLP.  The Bankruptcy Court confirmed
the Chapter 11 Trustee's Plan of Reorganization on March 10, 2005.


HUFFY CORPORATION: Hires Marcum & Kleigman as Accountant & Auditor
------------------------------------------------------------------
Huffy Corporation and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Southern
District of Ohio, Western Division, to employ Marcum & Kleigman
LLP as their accountants and independent auditors, nunc pro tunc
to October 20, 2004, the date the bicycle maker filed for chapter
11 protection.

Marcum & Kleigman is a large professional service firm with a
national practice as independent certified public accountants and
tax service professionals.  Marcum & Kleigman also has extensive
experience in chapter 11 situations and has familiarity with
Huffy's operations.

Marcum & Kleigman will:

   (a) audit the Debtors' consolidated financial statements for
       the years ending December 31, 2003, 2004, & 2005,

   (b) research and advise the Debtors on special bankruptcy
       issues and fresh start accounting issues,

   (c) review of tax returns,

   (d) conduct ERISA plan audits,

   (e) provide other related services as may be required by the
       Debtors, and

   (f) provide professional services that are necessary in the
       ongoing operation and management of the Debtors' businesses
       and assets.

David Craig Buzkin, a partner at Marcum & Kleigman, discloses his
Firm's professionals' current hourly billing rates:

         Designation                    Hourly Rate    
         -----------                    -----------
         Partners and Principals        $325 - $435
         Managers                       $200 - $325
         Senior Accountants             $150 - $200
         Assistant Staff                $100 - $175
         Administrative                  $75 - $100

To the best of the Debtors' knowledge, Marcum & Kleigman and the
partners, principals and professionals who will work in the
engagement:

   (a) do not have connections with the Debtors, their creditors,
       or other party-in-interest, or their respective attorneys,

   (b) are "disinterested persons" as defined in Section 101(14)
       of the U.S. Bankruptcy Code, as modified by Section 1107(b)
       of the U.S. Bankruptcy Code, and

   (c) do not hold or represent any interest adverse to the
       estates.

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related   
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on
Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin
Lewis, Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


INDYMAC ABS: S&P Junks Class BV and BF Certificates
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of certificates from series SPMD 2000-B, SPMD 2001-A, and
SPMD 2001-B issued by Home Equity Mortgage Loan Asset-Backed Trust
(IndyMac ABS Inc.).  Concurrently, ratings are affirmed on the
remaining classes from the same securitizations.

The lowered ratings reflect:

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

    (2) Monthly net losses that have exceeded excess interest cash
        flow by an average of 3.11x in the most recent six months;

    (3) Complete depletion of overcollateralization for the fixed-
        rate groups of series 2000-B and 2001-A;

    (4) Overcollateralization that has been reduced to $317,000
        for series 2000-B (adjustable-rate group) and $245,446 for
        series 2001-B (cross-collateralized).

    (5) Serious delinquencies (90-plus days, foreclosure, and REO)
        of 29.89% (series 2000-B), 38.97% (series 2001-A), and
        35.93% (series 2001-B); and

    (6) A consistent loss trend that is expected to continue based
        on the current level of serious delinquencies and
        recoveries.

Standard & Poor's will continue to closely monitor the performance
of the transactions to ensure that the assigned ratings accurately
reflect the risks associated with the securitizations.

As of the March 2005 remittance period, cumulative losses, as a
percentage of the original pool balance, were as follows (series,
losses):

    (1) 2000-B (5.17%, $6.41 million: fixed-rate group)
    (2) 2000-B (3.55%, $6.08 million: adjustable-rate group)
    (3) 2001-A (3.75%, $6.12 million: fixed-rate group)
    (4) 2001-B (1.99%, $6.93 million: cross-collateralized)

Manufactured housing accounted for at least 45% of the cumulative
losses for series 2000-B and 2001-A (fixed-rate group), and for
17% of cumulative losses for series 2001-B.

Meanwhile, the rating affirmations reflect sufficient levels of
credit support to maintain the current ratings, despite the high
level of delinquencies and poor performance trends.

Credit support is provided by subordination,
overcollateralization, and excess interest cash flow.  The
collateral consists of fixed- and adjustable-rate home equity
first- and second-lien loans, secured primarily by one- to four-
family residential properties.
    

                          Ratings Lowered
            Home Equity Mortgage Loan Asset-Backed Trust
   
                                            Rating
                                            ------
                Series        Class     To        From
                ------        -----     --        ----
                SPMD 2000-B   MF-2      BB        BBB
                SPMD 2000-B   BV        CCC       B
                SPMD 2001-A   MF-1      AA-       AA
                SPMD 2001-B   BF        CCC       B
   
                          Ratings Affirmed
            Home Equity Mortgage Loan Asset-Backed Trust
   
               Series        Class               Rating
               ------        -----               ------
               SPMD 2000-B   AF-1*, AV-1         AAA
               SPMD 2000-B   MF-1                AA
               SPMD 2000-B   MV-1                AA+
               SPMD 2000-B   MV-2                A
               SPMD 2001-A   AF-5, AF-6, AF-IO   AAA
               SPMD 2001-B   AV                  AAA
               SPMD 2001-B   MF-1                AA+
               SPMD 2001-B   MF-2                A

   Note: *Denotes bond-insured transaction rating that reflects
         the financial strength of the respective bond insurer.


INNOVATIVE WATER: Stan Kurylowicz Resigns as Executive VP
---------------------------------------------------------
Innovative Water and Sewer Systems Inc. (TSX-V: IWS) reported
organizational and personnel changes to reflect its focus on
marketing, sales and customer service with its National Partner,
PCL Family of Companies, carrying out contract delivery.  The
Position of Executive Vice President Sales and Delivery has been
eliminated and replaced by PCL delivery, a Vice President
Marketing and Regional Sales Mangers reporting to the President.

Former Executive Vice President, Mr. Stan Kurylowicz has resigned
as an Officer and Director effective April 1st 2005. Mr.
Kurylowicz received a severance package equivalent to one year's
salary, as provided by his employment agreement.

Mr. Richard Connelly continues as Vice President and Chief
Technology Officer.  Two additional engineers will be added
immediately to assist in client systems design and inspection,
reflecting an increased demand during the first quarter of this
year, which is expected to further accelerate through the year.

Company President, Bruce Linton in announcing the changes said,
"the ability to focus on marketing, sales and customer service,
while relying on the capacity of PCL for top quality system
delivery is key to sustained growth of IWS.  These organizational
changes and additions to our marketing and sales capacity come at
a time when funding for investment in sewer and water systems is
increasing sharply in both Canada and the United States.  I expect
to announce the appointment of the Vice President Marketing and
Regional Sales Managers in Canada and the US during the second
quarter," he said.

Innovative Water and Sewer Systems Inc. -- http://www.iwssi.com/--
provides high quality, innovative solutions for water and
wastewater management bringing environmental, social, and economic
benefits to communities.  IWSSI designs, constructs, operates and
finances infrastructure projects, utilizing its state-of-the-art
small diameter gravity sewer concept, patented as Small Bore
Sewer(TM) technology.  IWSSI's water and wastewater solutions,
which use advanced processes and materials, provide measurable
benefits such as: environmentally superior water and wastewater
management, dramatic project cost reductions, minimal community
disruption with no detours or road closures, easy operation and
maintenance, and long-term reliability.  IWSSI is uniquely
positioned to take advantage of the market in North America for
rural communal water and wastewater facilities.  In Ontario alone
there are more than 500,000 septic systems.  At least forty
percent of these systems are failing and jeopardizing the
environment.  IWSSI is committed to maximizing long-term value to
governments and taxpayers, through public private partnerships and
utility models.

                         *     *     *

                      Going Concern Doubt

Innovative Water & Sewer, Inc., has incurred a loss of $522,135
for the nine months ended Sept. 30, 2004, and has had losses
during the last three years. In addition, the Company generated
negative cash flow from operations of $518,738 for the nine months
ended Sept. 30, 2004 and has accumulated losses of $3,548,925 as
of Sept. 30, 2004.

The Company's management has focused on sales growth of its
communal water and wastewater systems, which involve initial
design contracts possibly leading to full design/build contracts.
The Company's revenue has not yet reached a level sufficient to
finance current operations.  This is due to factors including the
time delays and risks associated with customers both obtaining
project financing and obtaining the necessary approvals to proceed
on projects.

All of these factors raise doubt about the Company's ability to
continue as a going concern.  Management's plans to address these
issues include executing on existing customer contracts,
continuing to grow revenue through new design/build contracts,
minimizing operating expenses and consideration of obtaining
additional equity financing.  The Company's ability to continue as
a going concern is subject to management's ability to successfully
implement these plans.  Failure to implement these plans could
have a material adverse effect on the Company's position and
results of operations and may result in ceasing operations.


KMART CORP: Court Denies DDR MDT's Move to Clarify April 15 Order
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter, on
September 29, 2004, DDR MDT Midway Marketplace, LLC asked the
United States Bankruptcy Court for the Northern District of
Illinois to clarify that the April 15 Order did not and could not
eliminate use restrictions contained in the Lease and the
Reciprocal Easement Agreement applicable to the Shopping Center,
both of which have been assigned to Wal-Mart.

DDR MDT Midway Marketplace, LLC, is the successor-in-interest to
JRC Midway Limited Partnership in an October 10, 1994 Lease with
the Debtors for premises located at the Midway Marketplace
Shopping Center in St. Paul, Minnesota.  The Lease and all other
leases for property in the Shopping Center are subject to a
Reciprocal Easement Agreement.

Robert S. Markin, Esq., at Piper Rudnick, LLP, relates that both
the Lease and the Reciprocal Easement Agreement prohibited the
Debtors from using:

   (a) the leased premises to sell any fresh baked goods or
       perishable fresh or frozen meat, fish, poultry, produce
       and dairy products; and

   (b) more than 7500 Gross Square Feet and more than 10% of the
       lineal feet of shelving in the store for the sale of off-
       -site consumption of food, fruit, vegetables, dairy
       products, cookies, candy, groceries, produce, bakery
       products, meats, or delicatessen products and
       miscellaneous goods.

On April 15, 2003, the Court authorized the Debtors to assume and
assign to Wal-Mart Corporation their interest in the Lease and the
Reciprocal Easement Agreement.  In the Lease Assignment Agreement
attached to the April 15 Order, Wal-Mart agreed to "keep, perform,
fulfill or cause to be performed all of the terms, covenants,
conditions and obligations contained in the Lease. . . ."

Furthermore, the April 15 Order explicitly states that Wal-Mart is
authorized to use the property for any use permitted under the
terms of the Lease.

According to Mr. Markin, Wal-Mart has been selling food products
in the leased premises since May 19, 2004, in violation of the
Lease and the Reciprocal Easement Agreement.

DDR demanded that Wal-Mart cease and desist the sale of food
products, however, Wal-Mart refused.  Wal-Mart contends that its
"typical operations" include the sale of food products, and that
the April 15 Order eviscerated any otherwise applicable provisions
of the Lease and the Reciprocal Easement Agreement by stating
generally that the "shopping center provisions" of the Bankruptcy
Code were satisfied "in connection with the assumption and
assignment of the Real Property Lease and each respective
Purchaser's use of the premises in a manner consistent with its
typical retail operations."

Mr. Markin notes that the "shopping center" provision of the
Bankruptcy Code authorizes the assumption and assignment of a
shopping center lease only, inter alia, when the assignment is
subject to the use restrictions contained in the lease and related
documents.  Mr. Markin asserts that the April 15 Order did not
eliminate the use restrictions in the Lease and the Reciprocal
Easement Agreement relating to the sale of food products at the
leased premises.  Moreover, the Court had no authority, at least
based on the limited record before it, to authorize elimination of
those provisions.

*   *   *

Judge Sonderby denies DDR MDT Midway Marketplace, LLC's request
for clarification of the Court's April 15, 2003 order authorizing
assumption and assignment of certain property to Wal-Mart, for
lack of jurisdiction.

Judge Sonderby explains that the fact that the parties have not
filed a formal complaint in the U.S. Bankruptcy Court for the
Northern District of Illinois or any other court raises a
jurisdictional concern about DDR's request.  Specifically, it may
not present a real case or controversy ripe for consideration.

DDR admits that it is not seeking affirmative relief from the
Court but plans on bringing a complaint against Wal-Mart in
another court.  Judge Sonderby suspects that DDR is more likely to
bring its future plans to sue Wal-Mart in another court to
fruition if the Court were to interpret the Assignment Order in
DDR's favor.

In any event, Judge Sonderby is concerned that the Bankruptcy
Court is being put in the position of rendering advice to a future
court on how to view the relative strengths of the positions of
the parties before that court.  Judge Sonderby notes that if it
were to find, at Wal-Mart's urging, that DDR is barred by res
judicata from raising certain arguments, it would be usurping a
function usually reserved for the second court in the context of
adjudicating an affirmative defense.

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)


LARGE SCALE: Deloitte & Touche Raises Going Concern Doubt
---------------------------------------------------------
Deloitte & Touche LLP expressed substantial doubt about Large
Scale Biology Corporation's (NASDAQ: LSBC) ability to continue as
a going concern after it audited the Company's Form 10-K for the
fiscal year ended 2004 due to the Company's history of negative
cash flows and its current cash balance.  

"We continue to take the appropriate steps to address our current
financial situation," said Ronald J. Artale, LSBC's Chief
Operating Officer and Chief Financial Officer.

At Dec. 31, 2004, the Company's cash balance was $1,112,000, and
has incurred negative operating cash flows of $14,566,000 during
2004.

"In an effort to mitigate this near-term concern, we are seeking
to obtain debt financing or equity financing through the private
placement of our common or preferred stock," the Company said in
its Annual Report.  "In addition, we are seeking to secure funds
for our subsidiary, Predictive Diagnostics, Inc., or PDI, and the
Company through a sale of PDI stock held by the Company.  A
successful PDI related financing may not only improve our balance
sheet, but also reduce ongoing expenses, as PDI becomes a separate
operation."

                        About the Company

Large Scale Biology Corporation is a product-focused biotechnology
company using proprietary technologies to develop and manufacture
recombinant biologics.  The Company's biomanufacturing
opportunities include vaccines, complex proteins and follow-on
off-patent therapeutics.  The Company's proprietary systems are
supported by patents and patent applications.  The Company's
corporate offices, research and development and its subsidiary
company, Predictive Diagnostics, Inc., are headquartered in
Vacaville, California.  The Company's biomanufacturing operation
is located in Owensboro, Kentucky.


LOOK COMMS: Posts $2.38 Million Net Loss for Second Quarter
-----------------------------------------------------------
Look Communications Inc. (TSX Venture: LOK.MV and LOK.SV) reported
its financial and operating results for the second quarter and
six-month period ended February 28, 2005.  

As previously announced, Look changed its year-end to August 31 in
order to standardize financial reporting periods with its parent
company UBS.  This change has resulted in second quarter 2005
ending on February 28, 2005, with comparative figures for the six
months ended March 31, 2004.

Revenue for the three months ended February 28, 2005 was
$9.7 million and gross margin was $4.9 million.  For the three-
month period ended March 31, 2004, revenue was $11.4 million and
gross margin was $6.1 million.

Revenue for the six months ended February 28, 2005 was
$19.7 million and gross margin was $9.6 million.  For the six-
month period ended March 31, 2004, revenue was $23.4 million and
gross margin was $12.6 million.

The decline in revenue was the result of a lower subscriber base
in 2005.

EBITDA (earnings before interest, financing charges, income taxes,
depreciation and amortization) for the three months ended February
28, 2005, was a negative $88,000.  For the three-month period
ended March 31, 2004, EBITDA totaled $37,000.  The net loss for
the three months of 2005 was $2.4 million, or $0.02 per share
compared to a net loss of $1.7 million or $0.05 per share in the
three months of 2004.

EBITDA for the six months ended February 28, 2005 was negative        
$1.2 million.  For the six-month period ended March 31, 2004,
EBITDA totaled $172,000.  The net loss for the six months ending
February 28, 2005 was $5.2 million, or $0.05 per share, compared
to a net loss of $3.4 million or $0.11 per share in the six months
ending March 31, 2004.

As at February 28, 2005, Look had 99,900 subscribers, compared to
104,700 subscribers at the end of November 30, 2004.  Of the 4,800
reduction in subscriber count, 80% related to Residential Internet
Dial-Up accounts, a decline, which was anticipated in light of the
ongoing industry- wide migration to high-speed Internet.

Look continues to aggressively pursue its new business strategy of
becoming a Mobile Broadband Multimedia Service Provider.  This
Mobile Multimedia network is in beta test at present.  The Mobile
Multimedia network will first be launched in Toronto, then
Montreal and eventually will cover the population-dense corridor
from Windsor to Quebec City.  The Mobile Multimedia network will
provide over 80 channels of live video, data carousel broadcasting
channels and over 100 channels of digital audio broadcasting.  
Beta sites will be completed by June 2005 and the service is
expected to be launched in 2006.

"We see the transition to mobile broadband as inevitable and
services like mobile TV, Internet and voice communication are now
being tested in single hand held devices throughout North America
and actual services are being offered in Korea and some cities in
Europe" said Gerald McGoey Vice Chairman and Chief Executive
Officer.  "Look is ideally positioned to offer these exciting new
services.  We have the necessary licensed spectrum to deliver
mobile multimedia services and we have a broadcasting license
which allows us to provide extensive content on news, sports,
finance, weather and other programming."

Look Communications' mission is to be a mobile multimedia  
entertainment and information service provider in Ontario and  
Quebec.  The Company is developing a mobile multimedia video  
network and currently delivers a full range of communications  
services, including high-speed and dial-up Internet access, Web  
applications, digital television distribution and superior  
customer service to both the business and residential markets  
across Canada.  Look delivers high-speed connections and a full  
range of Web solutions that help SMEs achieve their business  
objectives.  Through its advanced wireless infrastructure, Look  
also offers high quality digital entertainment services to  
consumers in Ontario and Quebec.

In Look Communications' latest quarterly report ending August 31,  
2004, management raises substantial doubt about the Company's  
ability to continue as a going concern as it has incurred  
significant operating losses over the past two years and has a  
working capital deficiency of $2,412 as at August 31, 2004.  The  
Company's ability to continue as a going concern and to realize  
the carrying value of its assets and discharge its liabilities  
when due is dependent upon achieving and maintaining profitable  
operations and successful implementation of the Company's business  
strategy.   

As of Feb. 28, 2004, Look Communications' equity narrowed to
$24,587,000 from $29,806,000 positive equity at Aug. 31, 2004.  

The Company incurred a $2.38 million net loss for the quarter
ending Feb. 28, 2005.


LUBRIZOL CORP: Good Cash Flow Measures Cue S&P to Hold Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on The
Lubrizol Corp. to positive from stable and affirmed the 'BB+'
senior unsecured debt and corporate credit ratings.

The outlook revision reflects the potential that higher earnings
coupled with debt reduction could enable cash flow protection
measures to strengthen to a level appropriate for a 'BBB-'
corporate credit rating within the next two years.

"Operating cash flows and asset sales will bolster discretionary
funds generation which is expected to be used to reduce the
aggressive debt load," said Standard & Poor's credit analyst
Wesley E. Chinn.

Lubrizol's credit quality reflects its aggressively leveraged
capital structure because of the June 2004 acquisition of Noveon
International Inc. for $1.8 billion, tempered by a $3.7 billion
globally diversified specialty chemicals product portfolio that
supports a strong business profile.

The combined business profile reflects:

    (1) leading positions in a wide mix of applications, including
        lubricant additives for engine oils and driveline oils;

    (2) synthetic thickeners for personal care and pharmaceutical
        products;

    (3) resins, polymers, and additives for coatings; and

    (4) specialty plastics, such as chlorinated polyvinyl chloride
        plastic and thermoplastic polyurethanes.

The lubricant additives segment represents 55% of pro forma
consolidated revenues for 2004 and specialty chemicals the
remaining 45%.

Support for the business profile is also provided by the
considerable geographic diversity of sales:

    (1) 51% North America,

    (2) 27% Europe,

    (3) 17% Asia-Pacific and the Middle East, and

    (4) 5% Latin America.

The positive outlook incorporates higher earnings and debt
reduction occurring through the utilization of discretionary cash
flows and proceeds from asset sales.  Consequently, cash flow
protection measures have the potential to strengthen meaningfully
near term.  Still, rising raw-material costs and the timely
integration of the Noveon businesses are challenges, and the
divestiture of assets would raise cash but also trim the earnings
base.

The ratings could be raised if Lubrizol's earnings prospects
support the likelihood that the ratio of funds from operations to
total adjusted debt can be sustained at a minimum of 25%,
especially as management pursues growth opportunities or seeks to
bolster shareholder returns.


MASTR ADJUSTABLE: S&P Holds Low-B Ratings on 14 Class Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
classes of mortgage pass-through certificates from three
transactions issued by MASTR Adjustable Rate Mortgages Trust.  At
the same time, ratings are affirmed on 171 classes from 12
transactions issued by MASTR Adjustable Rate Mortgages Trust.

Credit support for the MASTR Adjustable Rate Mortgages Trust
transactions is provided by subordination.  Transactions 2003-1,
2003-7, and 2004-2 also benefit from overcollateralization and
excess spread.

The raised ratings reflect the strong performance of the mortgage
loan pools along with actual and projected credit support
percentages that adequately support the raised ratings.  Current
credit support for the classes with raised ratings has increased
to an average of 2.31x the credit support of the new rating
levels, ranging from 2.05x for class B-2 from series 2002-3 to
3.51x for class 4-M-1 from series 2003-1.  The higher credit
support percentages resulted from significant principal
prepayments and the shifting interest structure of the
transactions.

As of the March 2005 remittance date, the upgraded transactions
had total delinquencies below 7.35% and severe delinquencies below
6.77%, and there were no realized losses.  The transactions have
paid down to well below 20% of their original principal balances.

The affirmations reflect actual and projected credit support
percentages that should be sufficient to support the certificates
at their current rating levels.  As of the March 2005 distribution
date, total delinquencies for the affirmed transactions ranged
from 0.0% of the current pool balance (for series 2004-3, loan
group 1) to 9.28% (for series 2004-2, loan group 3).  Serious
delinquencies ranged from 0.00% (for series 2002-4) to 6.21% (for
series 2003-1, loan group 4).  There were no realized losses.

The collateral backing each transaction consists of groups of
prime, adjustable-rate, conventional mortgage loans with original
terms to maturity of 30 years or less and secured by first liens
on primarily one- to four-family residential properties.
   

                           Ratings Raised
               MASTR Adjustable Rate Mortgages Trust
                 Residential mortgage backed certs
   
                                             Rating
                                             ------
             Series          Class         To      From
             ------          -----         --      ----
             2002-3          B-1           AAA     AA
             2002-3          B-2           AA+     A
             2002-3          B-3           A-      BBB-
             2002-4          B-1           AAA     AA
             2002-4          B-2           AA      A
             2002-4          B-3           A-      BBB-
             2003-1          B-1           AA+     AA
             2003-1          B-2           AA      A
             2003-1          B-3           A-      BBB
             2003-1          4-M-1         AAA     AA
             2003-1          4-M-2         AA      A
   
                           
                           Ratings Affirmed
               MASTR Adjustable Rate Mortgages Trust
                 Residential mortgage backed certs
   
        Series   Class                                 Rating
        ------   -----                                 ------
        2002-3   1-A-1, 2-A-1, 3-A-1, 4-A-1            AAA
        2002-4   1-A-1, 2-A-1, 3-A-1                   AAA
        2003-1   1-A-1, 1-A-IO, 2-A-1, 2-A-2, 2-A-3    AAA
        2003-1   2-A-IO, 3-A-1, 3-A-IO                 AAA
        2003-1   4-A-1                                 AAA
        2003-1   4-B                                   BBB
        2003-2   1-A-1, 2-A-1, 3-A-1, 3-A-X, 4-A-1     AAA
        2003-2   4-A-2, 4-A-X, 5-A-1, 5-A-2, 6-A-1     AAA
        2003-2   6-A-X                                 AAA
        2003-2   B-1                                   AA
        2003-2   B-2                                   A
        2003-2   B-3                                   BBB
        2003-3   1-A-1, 2-A-1, 3-A-2, 3-A-3            AAA
        2003-3   3-A-4, 3-A-X, 4-A-1                   AAA
        2003-3   B-1                                   AA
        2003-3   B-2                                   A
        2003-3   B-3                                   BBB
        2003-3   B-4                                   BB
        2003-3   B-5                                   B
        2003-4   1-A-1, 2-A-1, 3-A-1                   AAA
        2003-4   B-1                                   AA
        2003-4   B-2                                   A
        2003-4   B-3                                   BBB
        2003-4   B-4                                   BB
        2003-4   B-5                                   B
        2003-5   1-A-1, 1-A-2, 1-A-X, 2-A-1, 2-A-X     AAA
        2003-5   3-A-1, 4-A-1, 4-A-2, 4-A-3, 4-A-X     AAA
        2003-5   5-A-1, 6-A-1                          AAA
        2003-5   B-1                                   AA
        2003-5   B-2                                   A
        2003-5   B-3                                   BBB
        2003-5   B-4                                   BB
        2003-5   B-5                                   B
        2003-6   1-A-1, 1-A-1X, 1-A-2, 1-A-2X, 2-A-1   AAA
        2003-6   2-A-2, 2-A-X, 3-A-1, 3-A-X, 4-A-1     AAA
        2003-6   4-A-2, 4-A-X, 5-A-1, 5-A-X, 6-A-1     AAA
        2003-6   7-A-1, 7-A-1X, 7-A-2, 7-A-2X, 7-A-3   AAA
        2003-6   8-A-1, 8-A-X                          AAA
        2003-6   B-1                                   AA
        2003-6   B-2                                   A
        2003-6   B-3                                   BBB
        2003-6   B-4                                   BB
        2003-6   B-5                                   B
        2003-7   1-A-1, 1-A-X, 2-A-1, 2-A-X, 3-A-1     AAA
        2003-7   3-A-X, 4-A-1, 4-A-X                   AAA
        2003-7   5-A-1                                 AAA
        2003-7   B-1, 5-M-1                            AA+
        2003-7   5-M-2                                 AA
        2003-7   B-2                                   A+
        2003-7   5-B                                   A
        2003-7   B-3                                   BBB+
        2003-7   B-4                                   BB
        2003-7   B-5                                   B
        2004-1   1-A-1, 2-A-1, 2-A-X, 3-A-1, 3-A-2     AAA
        2004-1   3-A-3, 3-A-X, 4-A-1, 4-A-2, 4-A-X     AAA
        2004-1   5-A-1, 5-A-X, 6-A-1                   AAA
        2004-1   B-1, B-1-X                            AA
        2004-1   B-2                                   A+
        2004-1   B-3                                   BBB+
        2004-1   B-4                                   BB
        2004-1   B-5                                   B
        2004-2   1-A-1, 1-A-2, 2-A-1, 3-A-1            AAA
        2004-2   M-1                                   AA+
        2004-2   M-2                                   AA
        2004-2   M-3                                   AA-
        2004-2   B                                     A
        2004-3   1-A-1, 1-A-X, 2-A-1, 2-A-X, 3-A-1     AAA
        2004-3   3-A-2, 3-A-3, 3-A-4, 3-A-X, 4-A-1     AAA
        2004-3   4-A-2, 4-A-X, 5-A-1, 5-A-2, 5-A-X     AAA
        2004-3   6-A-1, 6-A-X, 7-A-1, 7-A-X, 8-A-1     AAA
        2004-3   8-A-2, 8-A-3, 8-A-4, 8-A-X            AAA
        2004-3   B-1, B-1-X                            AA
        2004-3   B-2                                   A
        2004-3   B-3                                   BBB+
        2004-3   B-4                                   BB
        2004-3   B-5                                   B


MAYTAG CORP: Poor Performance Prompts S&P to Lower Ratings to BB
----------------------------------------------------------------
Standard & Poor's lowered its long-term corporate credit and
senior unsecured debt ratings on home and commercial appliance
manufacturer Maytag Corp. to 'BB+' from 'BBB-'.

At the same time, the 'A-3' short-term corporate credit and
commercial paper ratings on the Newton, Iowa-based company were
withdrawn.  The ratings were removed from CreditWatch, where they
were placed Jan. 28, 2005, following weaker-than-expected fourth
quarter results and Standard & Poor's ongoing concerns about
Maytag's ability to improve its operation performance.

The outlook is stable.  Total debt outstanding at April 2, 2005,
was about $970 million.

"The downgrade reflects Maytag's weakened operating and financial
performance and our expectation that the company will continue to
struggle as it attempts to restore market share in its floor care
and home appliance businesses," said Standard & Poor's credit
analyst Jean C. Stout.  Moreover, Standard & Poor's expects that
management will remain challenged to improve profit margins in the
near term, given highly competitive industry conditions, and high
raw material and distribution costs amid industry volume growth,
which is expected to be modest in 2005.  This is in spite of
Maytag's efforts already taken to deal with its operational
shortfalls, as well as its recently announced intention to take
more aggressive initiatives to reduce its high-cost structure and
burden absorption issues.

Maytag competes against a number of larger players in the highly
concentrated U.S. home-appliance market.  Moreover, significant
inroads by Asian competitors in the U.S. market, as well as
uncertain economic conditions and the growing importance of mass
merchandisers in the appliance business, such as Lowe's Cos. Inc.
and Home Depot Inc., are expected to continue to affect industry
dynamics and pressure pricing.  Moreover, the current high levels
of commodity costs, primarily steel and oil related, will likely
continue to more than offset recent pricing actions and savings
from past restructuring efforts.

Reflecting these challenges, the company's operating income
(adjusted for restructuring and one-time items) for the three
months ended April 2, 2005, fell almost 37%, on a 4% decline in
sales compared with same period in the previous year.  Maytag's
financial performance for the quarter continued to be pressured
by:

    (1) lower average selling prices of floor care products,
    
    (2) ongoing weakness in the vending industry, and

    (3) higher raw material and distribution costs.

Maytag also experienced reduced sales of OEM refrigeration
products, a decline in sales at Best Buy Co. Inc., as well as the
impact of lower production volume on burden absorption. As a
result, credit measures (adjusted for operating leases) weakened
further.  These credit measures weaken even further when the
company's unfunded pension and post-retirement healthcare benefit
obligations are considered.  The rating does not currently
incorporate flexibility for sizeable share repurchases or debt-
financed acquisitions.


MERRILL LYNCH: Fitch Puts Low-B Ratings on Two Private Classes
--------------------------------------------------------------
Merrill Lynch Mortgage Investors Trust, mortgage loan asset-backed
certificates, series 2005-HE1, are rated by Fitch:

     -- $362.9 million class A (senior certificates) 'AAA';
     -- $21.9 million class M-1 'AA';
     -- $16.1 million class M-2 'A';
     -- $2.5 million class M-3 'A-';
     -- $2.5 million class B-1 'BBB+';
     -- $2.1 million class B-2 'BBB';
     -- $2.1 million class B-3 'BBB-';
     -- Privately offered $2.1 million class B-4 'BB+';
     -- $3.1 million privately offered class B-5 'BB'
        (collectively, the subordinate certificates).

The 'AAA' rating on the senior certificates reflects the 13.05%
initial credit enhancement provided by:

          * 5.25% class M-1,
          * the 3.85% class M-2,
          * the 0.60% class M-3,
          * the 0.60% class B-1,
          * the 0.50% class B-2,
          * the 0.50% class B-3,
          * the 0.50% class B-4, and
          * the 0.75% class B-5,
            along with overcollateralization -- OC.

The initial and target OC is 0.50%.  All certificates have the
benefit of excess interest.  Additional coverage is provided by
Mortgage Insurance.  PMI Mortgage Insurance Co. and Mortgage
Guaranty Insurance Corporation -- MGIC -- will provide primary
mortgage insurance with respect to, as of the cut-off date,
approximately 44.35% and 45.74%, respectively.  Both policies will
cover losses on the covered mortgage loans down to approximately
60% of the original loan amount.  PMI and MGIC are both rated
'AA+' by Fitch.

In addition, the ratings reflect the quality of the loans, the
soundness of the legal and financial structures, and the
capabilities of Wilshire Credit Corporation as servicer, which is
rated 'RPS2+' by Fitch.

The collateral pool consists of fixed- and adjustable-rate
mortgage loans and totals $417 million as of the cut-off date.  
The weighted average OLTV is 83.56%.  The average outstanding
principal balance is $173,890, the weighted average coupon is
7.193%, and the weighted average remaining term is 349 months.
81.41% of the loans have prepayment penalties.  The loans are
geographically concentrated in:

          * California (35.52%),
          * Florida (13.60%), and
          * Illinois (4.45%).

All of the mortgage loans were originated or acquired by one of
the originators and subsequently purchased by the seller.  The
mortgage loans were originated generally in accordance with the
underwriting criteria, standards and guidelines of each
originator.  Approximately 27.31%, 25.76%, and 12.43%, of the
mortgage loans were underwritten in accordance with the
underwriting guidelines of Fremont, Fieldstone, and CIT,
respectively.  The remaining mortgage loans were originated by
five different originators, none of which originated mortgage
loans representing more than approximately 10.00% of the mortgage
loans.


MICROTEC ENTERPRISES: Files CCAA Plan of Arrangement
----------------------------------------------------
Les Entreprises Microtec inc (TSX:EMI) filed a plan of compromise
and arrangement pursuant to the Companies' Creditors Arrangement
Act.

A creditors' meeting is scheduled for May 11, 2005, to allow them
to vote on the proposed plan.  If accepted by the creditors, on
May 12, 2005, Microtec will ask that the Superior Court sanction
the plan.

The acceptance of this plan will permit Microtec to finalize its
recapitalization plan.  On March 16, 2005, Microtec already
announced the closing of a transaction allowing the regrouping of
Microtec's and Securex Master Limited Partnership's subscribers
within First National AlarmCap Income Fund and its subsidiary
First National AlarmCap LP.  This regrouping creates a pan-
Canadian network that will benefit not only its clientele, but
also its suppliers and partners.  This regrouping also allows
Microtec to present this plan of arrangement.

Solidly established in Canada, Microtec Enterprises Inc. provides
a wide range of security and home automation services that ensure
the protection and well-being of its residential and commercial
customers.  The Company is building on its strong position in the
industry by developing new products and services, expanding its
subscriber base, and creating strategic alliances.


MIRANT CORP: New York State Says Disclosure Statement is Deficient
------------------------------------------------------------------
On behalf of the State of New York and the New York State
Department of Environmental Conservation, Maureen F. Leary,
Assistant Attorney General of New York State Department of Law,
contends that Mirant Corporation and its debtor-affiliates'
Disclosure Statement is deficient in many respects particularly
with respect to the future operation of the Debtors' facilities
and its compliance with applicable state and federal environmental
laws.  The Disclosure Statement and the Plan of Reorganization
also contain provisions that are contrary to the Bankruptcy Code.

                    Environmental Obligations

The Disclosure Statement does not specify Debtor Mirant New
York's projected income and operating expenses and fails to
discuss the cost of environmental compliance over the short and
long term.  Ms. Leary tells the Court that most of the Mirant New
York Debtors -- Mirant Bowline LLC, Mirant Lovett LLC, Mirant NY-
Gen LLC and Mirant New York, Inc., and Hudson Valley Gas
Corporation -- own and operate facilities that are currently in
violation of certain State laws and regulations.

                     Mirant Lovett Operations

Although the Disclosure Statement indicates that the Debtors do
not intend to operate Mirant Lovett beyond 2008, it states that
the Debtors are "exploring alternatives" that apparently may
continue Mirant Lovett's operation beyond the 2008.  Ms. Leary
says that the Disclosure Statement should disclose these
"alternatives" or the resulting scenarios.  The Disclosure
Statement also does not indicate whether the Mirant Lovett
facility or the other New York assets will be sold, abandoned,
transferred or otherwise dealt with.

      Bowline and Lovett Carve Out & Inter-Company Waiver

According to the Disclosure Statement, unless the New York Taxing
Authorities vote in favor of the Plan, the Mirant Bowline and
Mirant Lovett Debtors will be carved out of New Mirant and remain
in Chapter 11.  Ms. Leary finds the provision coercive and
appears to have been proposed in bad faith.  It is clearly
against public policy, sound business judgment and fair treatment
for all creditors.

The Disclosure Statement lacks information on the prospective
relationships between the New York debtors and related Mirant
entities or affiliates, including but not limited to Mirant
Americans Generation and Mirant Services LLC.  It does not also
contain information as to the actual value of the New York
assets.  

In light of the potential carve out of the Mirant Bowline and
Mirant Lovett from the Plan, and the potential costs of
decommissioning and closure of the Lovett facility, the waiver of
intercompany claims held by these Debtors is unacceptable.
                 
            Environmental Obligations Are Not "Claims"

The characterization of certain environmental compliance
obligations as "Claims" in both the Disclosure Statement and Plan
are patently wrong within the meaning of Section 101(5) of the
Bankruptcy Code.

                 Discharge of Claims and Liability

The Disclosure Statement has an extremely broad discharge of "all
claims and causes of action" but lacks sufficient information
regarding precisely what is intended to be discharged and whether
the Debtors intend to affect potential but unknown future claims.
The Disclosure Statement does not make clear whether the
discharge is intended to affect environmental compliance
obligations, pending administrative enforcement actions,
environmental liabilities, and other rights of governmental
regulators.  

The Disclosure Statement and Plan should be clarified to exclude
from the effect of discharge:

   (1) the Debtors' violations of environmental laws at its New
       York facilities and its obligation to comply with those
       irrespective of the bankruptcy proceeding;

   (2) known environmental liability arising from its ownership
       and operation of the New York facilities arising after the
       Petition Date; and

   (3) the State's right to enforce the laws of the State and its
       immunity as a sovereign from the effect of any discharge
       injunction.

The Disclosure Statement provides that New Mirant will have "no
successor liability for any unassumed obligations of Mirant."  
Yet the Disclosure Statement says, "the [D]ebtors' business will
continue in substantially its current form. . . ."

                       Bowline Turbine Sale

The Disclosure Statement does not make clear that the proceeds of
the sale of the Bowline turbines properly belong to Mirant
Bowline and Mirant New York.  The Disclosure Statement appears to
place these proceeds with the New Mirant.

             Mirant NY Gen's Grahamsville Facility

The Disclosure Statement fails to specify the Debtors' intentions
with respect to Mirant NY Gen's sublease to operate the
Grahamsville Hydroelectric facility and the expiration of that
lease in December 2005.  Approximately 25% of the City of New
York's water supply is controlled through the operation of the
Grahamsville facility.  The uninterrupted provision of New York
City's water supply is a critical State interest and the debtors
have failed to take the steps necessary to address this issue.
The Disclosure Statement must set forth the Debtors' specific
intentions with respect to the lease expiration in December 2005,
the required conveyance of the facility to the City, and must set
forth the commitment to assure that the City's water supply
remains unimpaired.

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


MIRANT CORP: New York City Says Disclosure Statement Lacks Info
---------------------------------------------------------------
The City of New York, Department of Environmental Protection,
contends that Mirant Corporation and its debtor-affiliates'
Disclosure Statement does not contain adequate information as
mandated by Section 1125(a)(1) of the Bankruptcy Code.

Michael A. Cardozo, Esq., relates that the City and Rockland
Light and Power Company entered into an agreement authorizing
Rockland to construct, operate and maintain a hydroelectric plant
at the outlet of the East Delaware Tunnel, for a term of 50
years, expiring on December 31, 2005.

The Agreement states that at the Agreement's expiration, the
plots of land leased to Rockland, and the land it acquired in the
neighborhood of the portal of the East Delaware Tunnel for the
hydroelectric project, together with related equipment will
become property of the City.

By agreement dated June 30, 1999, the property was subleased to
Southern Energy NY-Gen, L.L.C., predecessor-in-interest to Mirant
NY Gen, L.L.C.  In accordance with the Sublease Agreement,
Southern agreed to be bound by all of the terms and conditions of
the Agreement.

The Disclosure Statement lists the Hydroelectric Facility as
being among Mirant's New York Facilities and simply describes the
Debtors' interests as an "operational interest."  Mr. Cardozo,
Esq., tells the Court that the Disclosure Statement does not
disclose that:

   -- the Debtors' interest will expire as of December 31, 2005;

   -- the Debtors' intentions regarding the disposition or
      continued operation of its remaining interest in the
      Sublease Agreement; and

   -- the Agreement requires the City's prior written consent to
      any assignment of the Agreement.

The City's Department of Environmental Protection is authorized
to manage and operate the City water supply system and the
Hydropower Facility after it is conveyed to the City.  The water
diverted from the Pepacton Reservoir through the East Delaware
Tunnel via the Hydropower Facility represents 25% of the City's
water supply.

Although the City controls the amount of water that flows through
the tunnel, the process of diverting water through the tunnel is
mechanically controlled by the operation of the hydraulic
turbine-generator at the Hydroelectric Facility.  Accordingly,
for municipal water supply purposes, it is critical that there be
not disruption in the normal diversion of water through the East
Delaware Tunnel resulting from the fast approaching expiration of
the Agreement.

To ensure an adequate supply of water to the City system, the
City must negotiate and execute an operating agreement with its
selected operating contractor prior to the Agreement's
expiration.  Moreover, the conveyance of an electric generating
asset to the City will require various regulatory approvals,
which also must be negotiated prior to the expiration of the
Agreement.  

At the very least, the Disclosure Statement must address the
City's need for adequate assurance that there will be no adverse
impact to the City's water system at the end of the contract term
of the Agreement, Mr. Cardozo says.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 58; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: MAGi Comm. Hires James M. Donnell as Consultant
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant Americas
Generation, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the Northern District of Texas to continue to
retain James M. Donnell as its energy industry consultant from
December 1, 2004, through and including the confirmation of any
plan or plans of reorganization for the Debtors.

Mr. Donnell will continue to focus on the development and
evaluation of various reorganization plan alternatives for MAGi,
including the development of an operational business plan to
sever MAGi's assets from the other Mirant Debtors, as well as
assistance to the MAGi Committee in evaluating any plan proposals
submitted by the Debtors.

Mr. Donnell has coordinated the efforts of various professionals
retained by the MAGi Committee in their analysis of a potential
stand-alone plan for MAGi and related issues.  He also has
provided advice to the MAGi Committee relating to the structure
and performance of the Debtors' management, especially with
respect to the Debtors' search for a new chief executive officer.

Mr. Donnell will receive $50,000 per month for his services to
the MAGi Committee.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 57; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MUZAK LLC: Moody's Withdraws Low-B Ratings on Senior Sec. Debts
---------------------------------------------------------------
Moody's Investors Service withdrew the ratings on the recently
refinanced credit facility of Muzak LLC and affirmed the remaining
ratings and negative outlook.  Although the refinancing marginally
improves liquidity by increasing cash balances to $27 million and
eliminates short term concern about covenant violations, the
ratings continue to reflect ongoing poor operating performance,
expectations of significant negative free cash flow from
operations and Moody's estimate of recovery values of the various
classes of debt in the event of default.

Moody's took these ratings actions on Muzak LLC:

   * Affirmed $220 million senior unsecured notes due 2009, rated
     Caa2;

   * Affirmed $115 million 9.875% senior subordinated notes due
     2009, rated Ca;

   * Withdrew $55 million senior secured revolver due 2007, rated
     B3;

   * Withdrew $35 million senior secured term loan B due 2007,
     rated B3;

Moody's took these rating actions on Muzak Holdings LLC (Muzak
LLC's direct parent):

   * Affirmed $24 million 13% senior discount notes due 2010,
     rated C;

   * Affirmed senior implied, rated Caa1;

   * Affirmed senior unsecured issuer, rated C;

The ratings outlook is negative.

On April 15, 2005, Muzak entered into a new $105 million senior
secured credit facility (not rated by Moody's) and used the
proceeds to repay in full its outstanding term and revolving loans
and associated interest, collateralize outstanding letters of
credit, pay related fees and expenses and provide balance sheet
liquidity.  Total cash available, after giving effect to this
refinancing and to existing cash balances as of April 15, 2005,
was approximately $27.2 million.  Despite the increase in cash
balances and relaxation of financial covenants as a result of the
refinancing, liquidity levels remain modest as the company no
longer has access to a revolving credit facility.  The ratings
continue to reflect the company's highly leveraged capital
structure, weak operating performance, expected negative free cash
flows from operations and the heavy investment in capital
expenditures and sales commissions required to sign up new
customers.

The negative outlook continues to anticipate that Muzak will
generate negative free cash flows from operations, and as a
result, liquidity levels will diminish over the next year.  Muzak
has announced a business plan that anticipates reduced growth in
new client locations and operational and administrative
improvements.  If this new plan or another change in business
strategy leads to a business model that generates sustainable
positive free cash flows over a period of a few fiscal quarters,
Moody's would likely change the outlook to stable.

A further deterioration in the profitability of the business,
which reduces expected recovery rates for the company's
indebtedness in the event of default could trigger a downgrade.

Headquartered in Fort Mill, South Carolina, Muzak is a leading
provider of business music programming in the United States based
on market share.  Revenue for the year ended December 31, 2004 was
about $246 million.


NETWORK INSTALLATION: Delays Form 10-KSB Filing to Complete Audit
-----------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWKI) will delay
the filing of its Form 10-KSB for the fiscal year ended Dec. 31,
2004, since its auditors, Jaspers Hall & Johnson, are still
completing their audit on the Company's financial statements.

Network Installation Chairman Michael Novielli stated, "Jaspers,
Hall & Johnson was appointed by our board of directors in
February, just two months ago.  Generating an audit is an
exhaustive effort under the best of circumstances, let alone
through a very limited window.  However, our auditors have just
indicated to us they are nearly completed and subsequently we will
have our 10-KSB filed in very short order."

Since Friday, April 22, the shares of Network Installation common
stock have traded temporarily under the ticker 'NWKIE'.  Once the
Company files its 10-KSB with the SEC, the 'E' will be removed and
the shares will resume trading again under the normal symbol
"NWKI".

Shareholders with any questions are encouraged to contact Mr.
Novielli at (845) 575-6770.

Network Installation Corp. -- whose Sept. 30, 2004, balance sheet
showed a $213,146 stockholders' deficit -- provides communications
solutions to the Fortune 1000, Government Agencies,
Municipalities, K-12 and Universities and Multiple Property
Owners.  These solutions include the design, installation and
deployment of data, voice and video networks as well as wireless
networks including Wi-Fi and Wi-Max applications and integrated
telecommunications solutions including Voice over Internet
Protocol applications.  For more information, visit
http://www.networkinstallationcorp.net/  


NORTHWEST AIRLINES: Mar. 31 Balance Sheet Upside-Down by $3.5 Bil.
------------------------------------------------------------------
Northwest Airlines Corporation (NASDAQ: NWAC), the parent of
Northwest Airlines, realized a net loss of $458 million for its
first quarter 2005.  Excluding an unusual item described in its
financial statements, Northwest reported a net loss of $440
million.  This compares to the first quarter of 2004, when
Northwest reported a net loss of $230 million.

Doug Steenland, president and chief executive officer, said, "Our
results were disappointing.  Record high fuel prices and
increasingly noncompetitive labor costs on the expense side and
excess capacity and competitors' pricing decisions on the revenue
side negatively affected our performance during the quarter."

"Last month, we increased Northwest's annual labor costs saving
target to $1.1 billion from $950 million.  In addition, we asked
our unions to agree to a freeze of their current defined benefit
pension programs and allow the airline to introduce new defined
contribution pension plans."

Mr. Steenland continued, "While we are realizing the impact of the
$300 million in annual pay and benefits cuts for pilots and
salaried employees, it remains imperative that we reach new labor
agreements with our other unions and complete a second round of
pilot negotiations this year."

Northwest remains in federal mediation with The International
Association of Machinists and Aerospace Workers (IAM), The
Aircraft Mechanics Fraternal Association (AMFA) and The
Professional Flight Attendants Association (PFAA) as well as
continues its contract negotiations with representatives of the
airline's other unions.

Mr. Steenland added, "With a competitive cost structure, as the
airline industry restructures, Northwest is well-positioned for
the future because of its strong domestic and international
networks and its cargo business."

"We also continued our non-labor cost reduction program, begun in
2001, that has eliminated $1.7 billion of costs.  In March, we
elected to keep 2005 domestic capacity equal to 2004 capacity and
we will operate 30 fewer DC-9 aircraft in scheduled flying."

"Finally, I would like to thank our employees for the outstanding
job they did during this quarter in running a great airline,
especially in view of the record high load factors we
experienced," Mr. Steenland concluded.

                        Financial Results

Operating revenues in the first quarter increased by 7.5% versus
the first quarter of 2004 to $2.8 billion.  This included an
increase in passenger revenue of $72 million and an increase in
cargo revenue of $23 million.  Passenger revenue per available
seat mile decreased by 0.6% on 4.3% additional available seat
miles (ASMs).

Operating expenses in the quarter increased 14.0% versus a year
ago to $3.1 billion.  Unit costs excluding fuel increased by 1.3%.
During the quarter, fuel averaged $1.38 per gallon, up 37.7%
versus the first quarter of last year. During the quarter,
Northwest undertook certain maintenance work that had been
scheduled to be performed later this year.

Northwest's quarter-ending cash balance was $2.3 billion, of which
$2.1 billion was unrestricted.  "During the quarter, the carrier
made a $188 million scheduled, unsecured debt payment.  In
addition, Northwest announced this week that it financed a
$147.8 million amortization payment due in November 2005 under the
company's existing $975 million secured term loan credit facility.  
As a result, no principal payments will be due under this facility
or on any unsecured debt until June 2006," said Bernie Han,
executive vice president and chief financial officer.

                         Other Matters
   
In March, Northwest received approval of its request to the U.S.
Department of Transportation for broad authority to serve India.
As its first priority, Northwest will offer service from
Minneapolis/St. Paul International Airport to Bangalore via the
KLM/NWA hub at Amsterdam, beginning Oct. 30.  "The global network
that Northwest offers customers through its joint venture with KLM
as well as partnerships with other SkyTeam airlines will be
greatly enhanced by additional service to India," Mr. Steenland
said.

In February, Northwest and Korean Air announced a code-sharing
agreement that enables both airlines to carry international cargo
on each other's scheduled freighter flights between Asia and the
United States.  Under the code-sharing agreement, the two carriers
are able to sell cargo space on each other's code-shared flights,
and to transfer cargo shipments between aircraft at Northwest's
cargo hub at Anchorage, Alaska.

Also, Northwest Airlines, China's longest-serving U.S. airline,
and China Southern Airlines, the largest airline in the People's
Republic of China, announced a new partnership that allows each of
the carriers to offer customers new benefits.  Members of
Northwest's WorldPerks frequent flyer program can earn and redeem
miles on flights operated by China Southern, and members of China
Southern's Sky Pearl Club can earn and redeem miles on Northwest.
The two airlines also announced a reciprocal airport lounge
program.

During the first quarter, Northwest Airlines paid more than
$267 million in fees and non-income related taxes, representing an
overall tax burden not faced by other industries.

At March 31, 2005, Northwest Airlines' balance sheet showed a
$3.54 billion stockholders' deficit, compared to a $3.09 billion
deficit at Dec. 31, 2004.

Northwest Airlines is the world's fourth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam,
and approximately 1,500 daily departures. Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks. Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.


OAKWOOD HOMES: Liquidation Trust Inks Settlement Pact with Wausau
-----------------------------------------------------------------
The OHC Liquidation Trust -- established pursuant to the confirmed
Second Amended Joint Consolidated Plan of Reorganization of
Oakwood Homes Corporation and its debtor-affiliates -- asks the
U.S. Bankruptcy Court for the District of Delaware to approve a
settlement agreement with Wausau Underwriters Insurance Company.

Wausau issued certain workers' compensation and employers'
liability insurance policies to Oakwood from Oct. 6, 1993, to
Aug. 1, 1995.  The Wausau policy obligations were supported by a
$245,000 letter of credit issued by Wells Fargo Bank.  The Debtors
also paid a $31,000 deposit to Wausau.  The Debtors claim Wausau
has drawn the full amount on the Letter of Credit and $31,000 is
sitting in an escrow account.

Wausau filed proofs of claim against the Debtors totaling $97,250.  
The Liquidation Trust believes it can sue Wausau and recover the
L/C draws.  The Trust also disputes Wausau's proofs of claim.

The parties agreed to settle all of their disputes and avoid
costly litigation.  The Settlement Agreement provides that the
Liquidation Trust will pay $20,000 to Wausau, and the parties will
drop all claims and causes of action.  The Trust tells the
Bankruptcy Court this is a good deal.  

Oakwood Homes Corporation and its subsidiaries are engaged in the
production, sale, financing and insuring of manufactured housing
throughout the U.S.  The Debtors filed for chapter 11 protection
on November 15, 2002 (Bankr. Del. Case No. 02-13396).  Robert J.
Dehney, Esq., Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell, and C. Richard Rayburn, Esq., and Alfred F. Durham, Esq.,
at Rayburn Cooper & Durham, P.A., represent the Debtors.  When
the Debtors filed for protection from their creditors, they
listed $842,085,000 in total assets and $705,441,000 in total
debts.  The Court confirmed the Debtors' Joint Consolidated Plan
of Reorganization on March 31, 2004, and the Plan took effect on
April 15, 2004.  Pursuant to the confirmed Plan, all of the
Debtors' assets and businesses were sold to Clayton Homes, Inc.


ONE TO ONE: Owes $3.5 Million to Former Chief Technology Officer
----------------------------------------------------------------
One to One Interactive, LLC, filed for chapter 11 protection in
the U.S. Bankruptcy Court for the District of Massachusetts after
former founder and Chief Technology Officer David Landrith won a
$3.5 million judgment in a lawsuit against the Company in the
Suffolk Superior Court.  

Ian Karnell, President of One to One explained to Sheri Qualters
at the Boston Business Journal that the company tried to negotiate
an out-of-court buyback of Mr. Landrith's equity interest, but
that effort failed.  The company filed suit in an attempt to
nullify the contract.  Mr. Landrith prevailed.  The 'fresh
valuation on the table' following a $1 million equity investment
by SSB Investments Inc., a subsidiary of Boston-based State Street
Corp., valued the company at $16.7 million.  Mr. Landrith's share
in the company translated to $3.5 million, and the two sides
signed a term sheet calling for One to One to repurchase his class
A units over a five-year period, Mr. Landrith's attorney, Jeffrey
Upton, Esq., at Hanify & King PC, explained to Ms. Qualters.   

In addition to the $3.5 million owed to Mr. Landrith, One to One
also owes $2.1 million in trade debt and $136,000 on account of
lease obligations as of March 2005.

Mr. Karnell says One to One is a viable company.  Last year, the
42-employee company had revenue of $7.4 million and operating
profits of about $110,000, according to court papers Ms. Qualters
reviewed.

Headquartered in Boston, Massachusetts, One to One Interactive,
LLC -- http://www.onetooneinteractive.com/-- provides Internet  
marketing services and offers marketing, creative and technology
services to companies in industries like financial services, life
sciences, media, telecommunications and technology.  The Debtor
filed for chapter 11 protection on March 18, 2005 (Bankr. D. Mass.
Case No. 05-12083).  A. Davis Whitesell, Esq., at Cohn &
Whitesell, LLP, represents the Debtor in its restructuring
process.  When the Debtor filed for protection from its creditors,
it estimated assets and debts from $1 million to $10 million.


ORION HEALTHCORP: Complex Transactions Delay Form 10-KSB Filing
---------------------------------------------------------------
Orion HealthCorp, Inc. (AMEX:ONH) f/k/a Surgicare, Inc., says it
must delay filing its Annual Report on Form 10-KSB beyond the
extended April 15, 2005, deadline due to the complexity of its
previously announced restructuring and acquisition transactions
closed in December 2004.

The Company's restructuring and acquisition transactions included:

   -- issuances of new equity securities for cash and contribution
      of outstanding debt;

   -- the acquisition of three new businesses; and

   -- the restructuring of its debt facilities.

The Company also completed a one-for-ten reverse stock split,
created three new classes of common stock and changed its name.  
As a result of the complexity involved in accounting for the
restructuring and acquisition transactions, including the fact
that one of the acquisition transactions is accounted for as a
"reverse" merger for accounting purposes, the audited consolidated
financial statements and Form 10-KSB of the Company could not be
completed by the April 15, 2005, deadline.  The Company continues
to work on the financial statements and Form 10-KSB and intends to
file the Form 10-KSB by Wednesday, April 27, 2005.

Specifically, the Company acquired Integrated Physician Solutions,
Inc., in one of the acquisition transactions.  In light of the
terms of the restructuring and acquisition transactions, it has
been determined that IPS is the acquirer in the transaction for
accounting purposes.  As such, IPS is being treated as the
continuing reporting entity for accounting purposes.

While the Company's audited consolidated financial statements are
not yet complete, the Company estimates that it will report net
operating revenues of approximately $21.8 million and a pre-tax
net loss of approximately $6.2 million for the year ended Dec. 31,
2004.  As a result of the reverse accounting treatment, the
financial results consist of the historical results of IPS for the
full twelve months ended December 31, 2004, and include the
results of the Company's SurgiCare surgery and diagnostic center
business and Medical Billing Services, Inc. (including the
operations of Dennis Cain Physician Solutions, Ltd.) commencing on
December 15, 2004.  In its Schedule 12b-25 filed with the
Securities and Exchange Commission on March 30, 2005, the Company
previously reported an estimate of pro forma net revenue and pro
forma net loss.  These numbers were based on pro forma information
that included the pro forma combined results of SurgiCare, IPS,
Medical Billing Services, Inc., and Dennis Cain Physician
Solutions, Ltd., for the full twelve-month period ended Dec. 31,
2004.

                        About the Company

Orion HealthCorp, Inc. -- http://www.orionhealthcorp.com/-- f/k/a  
SurgiCare, Inc., is a healthcare services organization resulting
from a recent combination of four different operating companies.  
The Company provides complementary business services to physicians
through three business units: SurgiCare, serving the freestanding
ambulatory surgery center market; Integrated Physician Solutions,
Inc., providing business services to pediatric practices and
technology solutions to general and specialized medical practices;
and Medical Billing Services, Inc., providing physician billing
and collection services and practice management solutions to
hospital-based physicians.  The core competency of the Company is
its long-term experience and success in working with and creating
value for physicians.  

At Sept. 30, 2004, Surgicare, Inc.'s balance sheet showed a  
$2,243,279 stockholders' deficit, compared to $4,688,994 of  
positive equity at December 31, 2003.


PALMDALE HILLS: Moody's Rates Planned $75M Senior Sec. Loan at B2
-----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Palmdale
Hills Property, LLC, including a B1 to the proposed first lien
senior secured term loan, a B2 to the proposed second lien senior
secured term loan, and a B2 senior implied rating.  The ratings
outlook is stable.

The stable ratings outlook is based on Moody's expectation that
the project (i.e., the development of the 10,625 acre Ritter Ranch
in the Antelope Valley of northern Los Angeles County) will begin
generating positive free cash flow before the cash reserve escrow
account becomes significantly depleted.

The ratings incorporate the start-up nature of the project, the
considerable geographic concentration in the project, market risk,
the limited historical financials provided by the project's
sponsor, and the cyclical nature of the land development business.

At the same time, the ratings consider the significant
overcollateral in the structure, the successful track record of
the sponsor in prior large developments, the strength of the
housing market in the northern Los Angeles County area, and the
significant overfunding at closing to bolster liquidity.

The rating assignments are:

   * B1 on the $200 million, five-year, first lien senior secured
     term loan

   * B2 senior implied rating

   * B2 on the $75 million, six-year, second lien senior secured
     term loan

Although prior owners began entitling the project in 1989, the
current project sponsor, SunCal Companies, bought the property in
a bankruptcy auction in 2004 and is attempting to accelerate the
development.  However, under the best of circumstances, the
project will not begin generating meaningful revenues and cash
flow until 2006.  The concentration in one specific market in one
county within one state precludes any cash flow support from other
regions and projects and magnifies the risk of a local or regional
recession on cash flows from this project.  If Los Angeles County,
and particularly the Antelope Valley, were to experience a
recession similar to the one that occurred in Southern California
in the early 1990's, the absorption rates of the developed lots
would slow, the carrying costs of the project could stretch out
beyond the projected completion date, and the overcollateral in
the structure could dissipate.  In addition, the project faces
considerable market risk as there are no mandatory take-or-pay-
sale contracts as in some other land development transactions.

On the plus side, pro forma for the funding of the $275 million in
combined term loans, repayment of approximately $51 million of
existing project debt, and disbursement of $7.3 million for fees
and expenses, first lien debt/net value would be 30.4% and total
debt/net value would be 41.8%. Substantial collateral protection
exists for the first lien term loan, permitting the notching up
above the senior implied rating.

After payment of fees and repayment of existing debt,
approximately $217 million will be placed in an escrow account for
disbursement to Palmdale Hills Property, LLC on a quarterly basis
for development costs, interest expense, and mandatory debt
payments.  Since the credit facility agreements provide that cash
EBITDA plus cash in the escrow account must cover cash interest by
at least 3.0x, if the project is delayed in generating revenues
and cash flow, the escrow account will trap sufficient cash to
cover two to three years of debt service.

SunCal Companies, the project's sponsor, is one of California's
largest privately held developers of master planned communities.
The company has developed and sold 25 projects consisting of
19,500 finished lots since 1994 and is in the process of
developing another 110,000 lots.

Los Angeles County has a population of over 10 million people, is
growing faster than the national average, and is largely built out
except for the northern part of the county (particularly the Santa
Clarita Valley and the Antelope Valley).  The Antelope Valley
represents approximately one-half of Los Angeles County's total
land area.  Palmdale, where the Ritter Ranch is located, is the
largest city in the Antelope Valley, the seventh largest city in
Los Angeles County, and one of the faster growing cities in the
U.S. Average prices for new homes are approximately $100 per
square foot cheaper than those in the Santa Clarita Valley,
reflecting the longer commute for the 44% of Antelope Valley
residents that have to commute to more established employment
centers.  Despite the underlying demand for housing, Los Angeles
County has the third-lowest rate of permits per capita in the
U.S., which should help keep a lid on potential oversupply.

The term loan facilities will have a borrowing base calculated at
75% against land under contract of sale and 55% against appraised
value.  At closing, 55% of the $658 million appraised value of the
Ritter Ranch would be $362 million, providing a borrowing base
cushion of approximately $85 million.  There will be a 100% excess
cash flow sweep until debt leverage is less than 2.5x and the loan
balance is less than half the amount at closing, after which the
excess sweep drops down to 50%.  Other expected covenants are a
total first lien debt/net value of 40% and a total debt/net value
of 55%. Required amortization of the first lien term loan is 1%
per annum for the first four years with a 96% bullet in year five.

Palmdale Hills Property, LLC is a single-purpose entity formed to
acquire and develop the 10,625 acre Ritter Ranch in Palmdale,
California, into a master planned community with up to 7,200 lots
for sale to homebuilders, modest commercial development, a golf
course, an equestrian facility, an amphitheatre, seven schools,
and 8,368 acres of open public space.  SunCal Companies had
consolidated 2004 revenues, net income, and assets of
approximately $78 million, $19 million, and $325 million,
respectively.  On a combined basis, after taking into account all
of the ventures in which SunCal participates, 2004 revenues, net
income, and assets were approximately $289 million, $116 million,
and $647 million, respectively.


ROBERT FIREBAUGH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Robert Montel Firebaugh
        Lisa Marie Firebaugh
        dba RF Development Inc LLC
        dba Fairlane Development Inc LLC
        11421 Northeast 95th Street
        Kirkland, Washington 98033

Bankruptcy Case No.: 05-15236

Chapter 11 Petition Date: April 21, 2005

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Jerome Shulkin, Esq.
                  Shulkin Hutton, Inc., P.S.
                  2101 4th Avenue, Suite 200
                  Seattle, Washington 98121
                  Tel: (206) 623-3515
                  Fax: (206) 682-9289

Estimated Assets: $1 to $50,000

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:
                                 
   Entity                                   Claim Amount
   ------                                   ------------
Olympic Coast Investment Inc.                 $1,300,000
801 Second Avenue, #315
Seattle, WA 98104

Kurt Alex Hinrichs                              $320,768
Lynn M. Cooper
C/O Thomas Dreiling
999 Third Avenue, #3800
Seattle, WA 98104

Ann Stanley                                     $306,974
C/O Ken Longley
P.O. Box 82774
Kenmore, WA 98028

Karl and Carol Poschwatta                       $180,000

Equity Trust Co.                                 $79,500

State of Washington                              $50,000

Cornel and Mary Turcu                            $43,000

Magellan Architects                              $37,591

Jon Vail and Tanya Vail                          $20,000

2 Americredit                                    $16,984

Bronson & Migliaccio                              $6,842

Providian Financial Corp.                         $6,254

Bend Heating-Sheet Metal, Inc.                    $4,182

Bend Heating-Sheet Metal, Inc.                    $3,916

Cross Country Bank                                $3,088

United Collections Service                        $2,585

CN Collections, Inc.                              $2,130

Capitol One West Asset Management, Inc.           $1,816

Capitol One West Asset Management, Inc.           $1,816

United Collections Service                        $1,743


ROUGE INDUSTRIES: Court Approves Settlement Pact with Gibraltar
---------------------------------------------------------------
Prior to filing for chapter 11 protection, Rouge Steel Company and
Gibraltar Steel Corporation established a commercial relationship
where Rouge sold prime coiled steel to Gibraltar.  Gibraltar in
turn, provided services and products for Rouge's use in the
manufacturing of the steel coils.

Two months after filing for bankruptcy protection, Rouge sold
substantially all of its assets to OAO Severstal.  The sale was
completed on January 30, 2004.  Upon the closing of the sale,
Rouge says Gibraltar still owes it $299,039 for obligations
arising from their commercial relationship.  Rouge also alleges
Gibraltar received preferential transfers of at least $364,112.

On April 7, 2004, Gibraltar filed an unsecured claim against Rouge
for $313,279 and a secured claim for $229,039.  

After substantial arms-length negotiations, Rouge and Gibraltar
memorialized a settlement agreement providing that:

   (1) Rouge will pay $90,000 to settle Gibraltar's secured
       claim;

   (2) Gibraltar's will hold an allowed general unsecured claim
       for $432,969; and

   (3) Rouge and Gibraltar will exchange mutual releases.  

The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware put her stamp of approval on the settlement
agreement.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $558,131,000 and total
debts of $558,131,000.


RUSSELL CORP: Poor Performance Prompts S&P to Pare Ratings to BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on athletic
apparel and sporting good company Russell Corp., including its
corporate credit rating to 'BB-' from 'BB'.  The 'B+' unsecured
debt is rated one notch below the corporate credit rating,
reflecting its junior position in the capital structure relative
to the secured bank debt.

At the same time, the ratings were removed from CreditWatch. The
outlook is stable.  Total debt outstanding was about $391 million
at Jan. 1, 2005.

"The downgrade follows Standard & Poor's review of Russell and
reflects the company's continued downward trend in operating
margins and credit protection measures for the fiscal year ended
Jan. 1, 2005, and incorporates the uncertainty as to when credit
measures will recover to historical levels," said Standard &
Poor's credit analyst Susan H. Ding.  The rating actions also
incorporate the company's more aggressive acquisition strategy and
related integration risk.  The company, in furthering its goal of
becoming an authentic athletic and sporting goods company, has
completed six acquisitions within the past two years (Bike, Moving
Comfort, Spalding, Huffy Sports, American Athletics Inc. and
Brooks).

Although Russell's revenues for fiscal 2004 increased by 9.4%,
this was mostly due to acquisitions.  Operating margin continued
to decline by another 130 basis points as a result of a very
competitive pricing environment within Russell's Artwear and mass
retail channels, and higher raw material and operating costs.
Standard & Poor's expects these trends to persist throughout
fiscal 2005.  Furthermore, Russell continues to face intense
competition in the athletic market, at times from much larger and
financially stronger players, such as NIKE Inc. and Reebok
International Ltd.


SEARS HOLDINGS: Canadian Unit Earns $13.9M Net Income in 1st Qtr.
-----------------------------------------------------------------
Sears Canada Inc. (TSX: SCC) disclosed its unaudited first quarter
results.  Total revenues for the 13 week period ended April 2,
2005, were $1.321 billion compared to $1.331 billion for the
13 weeks ended April 3, 2004, a decrease of 0.8%.  Same store
sales decreased 2.5%.

Net earnings for the quarter, including non-comparable items, were
$13.9 million or 13 cents per share compared to $16.6 million or
16 cents per share in the quarter last year.  Net earnings
for the quarter, excluding non-comparable items, were a loss of
$3.8 million or 4 cents per share compared to a profit of
$7.7 million or 8 cents per share in the quarter last year.

Commenting on the quarter, Brent Hollister, President and Chief
Executive Officer stated, "Despite lower earnings which we
attribute to an unseasonably long winter in much of the country
and a shift of Easter into March from April, there were positive
indicators about the health of our business.  Our Home
Furnishings, Fitness and Luggage categories performed well,
key businesses that are not so impacted by weather as others.
Women's sportswear and footwear combined was flat to last year,
yet showed an improvement in gross margin.  Our transactions were
up single-digits over last year, a favourable sign of shopping
frequency.  In addition, our customer loyalty index is at an all
time high.  Also of note is our positive sales increase in western
Canada, where the weather was what we would describe as more
seasonable."

Gross margin declined by 120 basis points due mainly to an overall
higher balance-of-sale in out-of-season clearance.  Inventory
levels at the end of the quarter were 4.5% higher than last year,
which was a result of slow spring season sales.  Total expenses
were 2.0% higher than last year.

"The first quarter did not meet our expectations," continued Mr.
Hollister.  "However, we are confident in our strategies and are
encouraged by customer behaviour which indicates we are on the
right track.  The organization can deliver better results than we
are reporting today, and we are looking forward to positive
results over the balance of the year."

Sears Canada -- http://www.sears.ca/-- is a multi-channel  
retailer with a network of 122 full-line department stores, 219
off-mall stores, 64 home improvement showrooms, over 2,200
catalogue merchandise pick-up locations, 113 Sears Travel offices
and a nationwide home maintenance, repair, and installation
network.

Sears Canada Inc. disclosed a change in ownership of
its controlling shareholder resulting from the recent merger
transactions involving Sears, Roebuck and Co. and Kmart Holding  
Corporation, which formed Sears Holdings Corporation.  Sears,
Roebuck, the owner of approximately 54.3% of the issued and
outstanding shares of Sears Canada, is now a wholly owned
subsidiary of Sears Holdings.

The merger transactions were completed on March 24, 2005.  Sears  
Holdings is now the third largest retailer in the United States,  
with approximately U.S. $55 billion in annual revenues and nearly  
3,500 retail stores, including 2,350 full-line and off-mall  
stores, and 1,100 specialty retail stores.

                About Sears Holdings Corporation

Sears Holdings Corporation -- http://www.searshc.com/-- is the     
nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,800
full-line and specialty retail stores in the United States and
Canada.  Sears Holdings is the leading home appliance retailer as
well as a leader in tools, lawn and garden, home electronics and
automotive repair and maintenance.  Key proprietary brands include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.

                          *     *     *

As reported in the Troubled Company Reporter on March 31, 2005,
Moody's Investors Service affirmed the Ba1 senior implied rating
of Sears Holding Corporation.  Moody's said the rating outlook is
stable.

Ratings assigned:

     Sears Holdings Corporation

        * Senior implied rating at Ba1;
        * Senior unsecured issuer rating at Ba1; and
        * $4 billion senior secured revolving credit facility
          at Baa3.

As reported in the Troubled Company Reporter on March 30, 2005,
Fitch Ratings assigned a 'BB' rating to Sears Holdings senior
unsecured debt, with a negative outlook.

At the same time, Standard & Poor's assigned its 'BB+' corporate
credit rating to Sears Holdings, with a negative outlook.


SOUTHERN STATES: Glass & Associates Wraps Up Two-Year Turnaround
----------------------------------------------------------------
Glass & Associates recently completed its 25-month engagement at
Southern States Cooperative, Inc.  Southern States is a
$1.3 billion agricultural cooperative that manufactures and
distributes seed, feed, fertilizer, crop protectants, petroleum
and farm supplies to commercial farmers and rural lifestyle
consumers east of the Mississippi.

The Glass team assumed chief restructuring officer and financial
advisory roles at Southern States in September 2002.  Southern
States could not meet payroll, had significant management and
governance problems, was being cut off by suppliers, was in
default with its ten-bank syndicate, and faced going concern audit
issues.  On the heels of the Farmland and Agway failures, most
observers assumed liquidation was imminent.  Pre-tax losses from
FYE 2001 to 2003 approximated $140 million.

Dennis M. Ladd, Principal-in-Charge and Case Director of the
Southern States engagement.  Dennis Ladd has dedicated his career
to protecting and creating value in distressed companies.  Mr.
Ladd's served as interim officer, investment banker and financial
advisor, primarily for companies and owners but also for creditor
groups.  He is an expert in navigating difficult bank
syndications, complex financings, limited liquidity environments
and the sale of troubled businesses.  He is known for hands-on
leadership and communication.  This includes identifying and
describing value and preparing and executing plans to realize it.  
He was named a Top 10 Outstanding Young Turnaround Manager in 1998
by Turnarounds and Workouts.

Glass is a leading international turnaround and restructuring firm
with 55 professionals working throughout the United States and
Europe; the firm has offices in New York, Canton, Chicago,
Charlotte, Dallas, Detroit, London, and Frankfurt.  Founded in
1985, Glass provides specialized interim management and advisory
services to troubled companies.  Working in partnership with our
clients, the Glass team is comprised of senior executives skilled
in operations improvement, financial analysis and restructuring.  
These individuals manage the sensitive process of moving companies
and their constituents along the complex path to corporate
recovery.  For more information about the Firm, visit
http://www.glass-consulting.com/

                       The Turnaround

Through a variety of initiatives including executive and senior
management changes, board process improvements, revenue
enhancements, cost cutting, asset sales, liability reduction and
aggressive cash management, Southern States has been successfully
turned around and restructured.  FYE 6/30/04 pre-tax income was
$69 million.  Balance sheet liabilities were reduced from
$500 million at 6/30/02 to $300 million at FYE 6/30/04.  The two-
year process required ten bank amendments (each requiring
unanimous consent), three clean audits, and significant creditor
negotiation and communication.

                  Refinancing Transactions

Southern States simultaneously closed $100 million bond and
$165 million revolver financings on October 19, 2004 and moves
forward with a viable, refocused core business, new management and
long-term financing.

Moody's Investors Service assigned a B3 rating to the senior
unsecured note issue of Southern States Cooperative, Inc., a B2
senior implied rating, and an SGL-2 speculative grade liquidity
rating when the proposed transaction was announced in October
2004.  Moody's said the ratings outlook was stable at that time.  

Moody's explained that Southern States' ratings reflect material
leverage on highly competitive, low margin businesses that are
exposed to heavy seasonality and other agricultural risks.  The
ratings also consider, however, that Southern States provides
needed products to its customer base and that its regional scale
provides an effective distribution infrastructure enabling its
suppliers to reach a large and fragmented user base. Southern
States' ratings also draw support from its good liquidity position
as reflected in the SGL-2 rating, particularly given the
cooperative's exposure to uncontrollable agricultural risks that
can result in earnings variations.  The unsecured notes are
notched down from the senior implied rating to reflect their
effective subordination to the company's senior secured credit
facility. The notes are guaranteed by subsidiaries.

Moody's assigned the following ratings to Southern States:

   i) $100 million guaranteed senior unsecured notes, due 2012
      -- B3,

  ii) Senior implied rating -- B2,

iii) Unsecured issuer rating -- Caa1,

  iv) Speculative grade liquidity rating -- SGL-2,

   v) Ratings outlook -- Stable.

Moody's does not currently rate Southern States' existing
corporate debt, and Moody's will not be rating the company's
$165 million senior secured five-year revolving credit.

Southern States' ratings are restrained by high leverage relative
to free cash flow, which leaves only modest financial flexibility
for downside earnings volatility.  The company operates in highly
competitive, fragmented businesses, with low margins and returns.
Its earnings are concentrated in three months of the year and are
susceptible to variation from uncontrollable agricultural risks.
Factors such as weather, commodity prices, animal diseases, and
governmental policies and regulations can lead to reduced
plantings, shorter planting seasons, or lower animal feed
requirements, which, in turn, can negatively affect Southern
States' sales and earnings.  Working capital requirements are
material.

Southern States' ratings are supported by its long operating
history, established distribution network, and consistent customer
base.  As an agricultural supply cooperative, many of Southern
States' customers also are cooperative members/owners.  The
products sold by Southern States are largely non-discretionary to
its customer base, and, although the markets are highly
fragmented, the company has leading positions in its region
for its primary products.  The company's customer relationships
and regional infrastructure enable it to function effectively as a
distributor of products for its major suppliers.  The company's
sales and earnings also benefit from product diversity
(fertilizer, feed, crop chemicals, petroleum products, other farm
products).  In addition, the ratings take into account the major
restructuring of operations over the past few years to restore
profitability and reduce debt.

The SGL-2 rating reflects Southern States' good liquidity position
upon closing the prospective $165 million revolving credit.
Moody's expects the company to cover its cash needs internally
over the next year, although high seasonality will require
revolver drawings on an interim basis during the year.  The
prospective revolver, which is governed by a monthly borrowing
base, provides sufficient long term excess committed availability.
Moody's does not expect the level of the company's utilization to
trigger the facility's financial covenant, which becomes effective
when availability declines to below $25 million.  The company's
assets are secured, limiting alternate sources of liquidity,
although the company could sell discrete businesses (such as
propane) without affecting the rest of its operations.

The stable ratings outlook reflects Moody's expectation that
Southern States has sufficient financial and operating flexibility
to weather normal pressures from unfavorable agricultural market
conditions.  If unusually severe conditions constrain liquidity
and push the company into a material cash flow deficit, the
ratings could be downgraded.  The ratings could be positively
impacted over time if the company can sustain improved
profitability from its strategic growth initiatives and decrease
average leverage to below 4x EBITDA.

Southern States' pro forma debt at 6/30/04 is $143.5 million, but
average outstandings during the year are higher due to the
company's seasonality.  Moody's estimates adjusted pro forma
leverage of about 5.5x LTM (6/30/04) EBITDAR, taking into account
operating leases, receivables financed with recourse, and average
debt balances over the year. Estimated pro forma FCF/Average
Adjusted Debt is about 5%, but would approach breakeven in a
year impacted by unfavorable market conditions.  The company has
an off balance sheet pension liability which it plans to fund over
the next five years from operating cash flow. The company is an
agricultural supply cooperative, but has not paid patronage
refunds in cash since 1998, except in very limited circumstances.
Moody's does not expect payments to resume unless profitability is
sustained at a much increased level.  The cooperative equity base
restrains the ability to raise equity capital and increases
reliance on debt.  The company's adjusted EBITDA margins are
low, at about 3%. Pro forma coverage of interest and rentals after
capital spending is about 2.1x.

Southern States Cooperative, Inc., has headquarters in Richmond,
Virginia. The company reported revenues of $1.3 billion in FY04
(ending 6/30/04).  It supplies agricultural products and services
in ten states, with sales largely concentrated in Virginia,
Kentucky, North Carolina, Maryland and Georgia.


TACTICA INT'L: Phoenix Management Approved as Financial Advisors
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of New York
gave Tactica International, Inc., permission to employ Phoenix
Management Services, Inc., as its financial advisors.

Phoenix Management will:

   a) assist in formulating a plan of reorganization or
      liquidation and its accompanying disclosure statement;

   b) assist the Debtor in further evaluating its business, and in
      analyzing various business alternatives to the Debtor;

   c) prepare analyses that estimate the profitability and cash
      flow associated with major contracts, and assist in the
      preparation of a weekly debtor-in-possession budget for the
      Debtor;

   d) prepare bankruptcy schedules, statements of financial
      affairs, monthly operating reports and any other reporting
      requirements required in a bankruptcy proceeding; and

   e) assist the Debtor in its efforts to raise capital and
      financing, and provide all other financial advisory services
      to the Debtor that are necessary in its chapter 11 case.

Brian P. Gleason, a Managing Director at Phoenix Management,
reports the Firm's professionals bill:

      Designation                   Hourly Rate
      -----------                   -----------
      Executive Vice-Presidents     $355 - $425
      Senior Vice-Presidents        $295 - $354
      Vice-Presidents               $195 - $285
      Analysts                      $145 - $185

Mr. Gleason discloses that Phoenix Management's compensation
consists of a Transaction Fee equal to 5% for both the DIP
Financing and Exit Financing obtained by the Debtor from a
financing source introduced by Phoenix Management.

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

Headquartered in New York, New York, Tactica International, Inc.,
a wholly owned subsidiary of IGIA, Inc. -- http://www.igia.com/--
designs, develops and markets personal and home care items under
the IGIA and Singer brands. Product categories include hair care,
dental care, skin care, sports and exercise, household and
kitchen. Tactica holds an exclusive license to market a line of
floor care products under the Singer name.  Tactica also owns
rights to the "As Seen On TV" trademark.  The Company filed for
chapter 11 protection on Oct. 21, 2004 (Bankr. S.D.N.Y. Case No.
04-16805).  Timothy W. Walsh, Esq., at Piper Rudnick, LLP,
represent the Debtor in its restructuring effort.  When the
Company filed for protection from its creditors, it reported
assets amounting to $10,568,890 and debts amounting to
$14,311,824.


THISTLE MINING: PwC Tells Creditors to Vote for CCAA Plan
---------------------------------------------------------
PricewaterhouseCoopers, Inc., the Monitor appointed in
Thistle Mining Inc.'s CCAA proceedings, filed with the Ontario
Superior Court of Justice its Third Report dated Apr. 21, 2005.  

In that report, PwC recommended that all Thistle's affected
creditors vote in favor of Thistle's plan of compromise and
reorganization dated March 24, 2005, pursuant to the CCAA.  The
Monitor stated that, if there were no plan of compromise or
arrangement for Thistle, it is likely that the Meridian Creditors
(the holders of claims in respect of Thistle's senior secured
indebtedness) would enforce their security rights and realize on
the assets of Thistle and its subsidiaries through a receivership
or liquidation and that, in such event, there would be no
possibility of any recovery for Thistle's Noteholder Creditors
(consisting of the holders of claims relating to notes issued by
Thistle) or Thistle's other stakeholders (including the holders of
Thistle's outstanding common shares).  A copy of the Monitor's
report is available on the Monitor's website at:

               http://www.pwc.com/brs-thistlemining  

Thistle Mining (TSX: THT and AIM: TMG) --
http://www.thistlemining.com/-- says its goal is to become one of   
the fastest gold mining growth operations in the world.  Thistle
has focused on acquiring companies with established reserves and
will not be developing green field sites.  The company operations
in South Africa and Kazakhstan are in production, while the
Masbate project in the Philippines is forecast to commence
production in the latter half of 2005.

The Company obtained an order on January 7, 2005, to commence  
Thistle's restructuring under the Companies' Creditors Arrangement  
Act.


TEXAS STATE: Moody's Junks Junior & Subordinate Bonds
-----------------------------------------------------
Moody's Investors Service has downgraded the rating to B2 from
Baa3 rating on the 2001 Senior Series A and B, to Ca from B2 the
rating on the 2001 Junior Series C Bonds and to C from B2 the
rating on the 2001 Subordinate Series D Bonds issued by Texas
State Affordable Housing Corporation, Multifamily Housing Revenue
Bonds (Ashton Place and Woodstock Apartment Project).  This action
affects approximately $10 million of debt outstanding.  The
outlook on the rating is negative.

The ratings have been downgraded due to the weakened financial
performance of the property compared with projected debt service
coverage levels.  When the transaction was rated in 2001, the
bonds were underwritten to achieve 1.40x debt service coverage
(DSC) on the Senior Series 2001A and B, 1.25x DSC on the Junior
Series 2001B and 1.13x DSC on the Subordinate Series 2001C.  With
financial information that Moody's has received based on rolling
12 month unaudited financials ending on December 31, 2004, the DSC
ratio for the Senior 2001A and 2001B bonds is 0.64x, the DSC on
the Junior Series 2001C bonds is 0.57x and the Subordinate 2001D
bonds have a DSC of 0.50x.  As of the last interest payment date,
there have been taps to all three tranches of debt.  Moody's
believes that the likelihood for full and timely payment on the
2001C and 2001D bonds may not be realized in the near future and
that the debt service reserve on the senior bonds will continue to
be tapped to meet debt service.

Woodstock Apartments is a 128 unit property located in Fort Worth,
Texas.  As of December 31, 2004, Woodstock Apartments was
experiencing occupancy at 48%.  High vacancies coupled with
concessions being offered have lowered rental income realized at
the property.  The deteriorating financial performance at
Woodstock has been influential in the declining overall
performance.  Ashton Place is a 172 unit property located in
Galveston, Texas.  As of April 15, 2005, the occupancy rate at
Ashton Place was 90%.  This property represents the bigger of the
two properties

Annualized and rolling monthly operating statements available
through December 31, 2004 reflects the deterioration in coverage
levels and a continued negative trend in net operating income.   
These coverage levels, which have been caused by much lower than
expected occupancy levels and higher than expected operating
expenses, are expected to result in ongoing deficiencies for the
project.  While the occupancy status of the properties has been
recently provided, this information has been difficult to obtain
on a regular and ongoing basis.
Outlook

The outlook on the bonds is negative.  It is expected that
conditions at the property will remain the same in the short run
as management attempts to address issues at the properties.  
Moody's will continue to monitor this credit and will take
appropriate rating action whenever necessary.


UAL CORP: Retired Pilots Opposing Pension Plan Termination
----------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 15, 2005,
UAL Corporation and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Northern District of Illinois for
authority to reject collective bargaining agreements with the
International Association of Machinists and Aerospace Workers, the
Aircraft Mechanics Fraternal Association, and the Association of
Flight Attendants.

The Debtors reached a settlement with the Pension Benefit Guaranty
Corporation over the termination of the Debtors' defined benefit
pension plans, as reported in the Troubled Company Reporter
yesterday.

                           Objections

(1) IAM

Sharon L. Levine, Esq., at Lowenstein Sandler, in Roseland, New
Jersey, on behalf of the International Association of Machinists
and Aerospace Workers, says that the Debtors' request "is proof
positive that the Debtors' management has lost its way."  The
request represents the Debtors' most desperate attempt to create
an attractive investment to potential financiers.  However, the
Debtors are going overboard; they do not need to cut costs so
drastically.  With the requested cost reductions, the Debtors'
cost structure will roughly equal the median cost structure of
the discount carriers.  Ms. Levine emphasizes that the Debtors
are not a discount carrier and could reduce costs less and remain
competitive with other big carriers.  Achieving cost parity with
discount carriers is not necessary for this restructuring.  

Ms. Levine informs the Court that IAM-represented employees are
being asked to give back approximately $180,000,000 per year, in
addition to the concessions they suffered earlier in these cases.  
The IAM-represented employees' pay would be below employees in
similar job classifications at the other major airlines.  These
concessions "are too much to ask," Ms. Levine states.

The IAM contends that the Debtors have not been negotiating in
good faith.  Earlier, the parties were in negotiations, but the
proposal put forth by the Debtors would have lead to a total
abrogation of the their obligations to IAM-represented employees.  
The Debtors were not really negotiate, Ms. Levine says, they
wanted to clear the path for rejection of the collective
bargaining agreements to bring them closer to a distressed
termination of their pension plans.

In December 2004, the IAM made a counterproposal that achieved
about the same savings as the Debtors are asking for now, but
minimized the impact on IAM-represented employees.  The
counterproposal would save the Debtors approximately $126,000,000
per year through these elements:

  1) base wage rates reduced by 5% without pay rate increases
     until January 1, 2007;

  2) a one-day waiting period for all non-occupational sick
     absences -- no pay for the first day of a sick absence;

  3) number of paid holidays reduced from 10 to 8;

  4) vacation accrual reduced by one week;

  5) unfettered authority given to the Debtors to outsource fuel
     operations and kitchen operations in Miami; and

  6) amendments to health and welfare benefits adopted, as
     recommended by the Health Insurance Coalition of Unions.

"Inexplicably, the Debtors refused to accept the IAM's
counterproposal either to achieve cost savings or as a platform
for further discussions," Ms. Levine tells Judge Wedoff.  The IAM
is convinced that the Debtors seek outright rejection of the
collective bargaining agreements in their quest to terminate the
IAM pension plans.  

Ms. Levine argues that the Debtors' primary motivation is their
desire to terminate their pension plans.  Pension termination is
an extreme action that should only be considered when no other
options exist.  Ms. Levine asserts that the Debtors have other
options besides rejecting the collective bargaining agreements.  
The Court should force the parties to explore less drastic
solutions first.

(2) AMFA

Lee Seham, Esq., at Seham, Seham, Meltz and Peterson, in New York
City, on behalf of the Aircraft Mechanics Fraternal Association,
reminds the Court that over the last 10 years, its members have
taken many financial hits in return for job security and the
Debtors' financial stability.  However, these efforts have not
saved jobs or made the Debtors are viable airline.  The number of
mechanics has dropped by around 50% in the last three years --
more than any other employee group of the Debtors.

The AMFA will do its part in the Debtors' restructuring by
providing short-term concessions that will aid in the Debtors'
reorganization.  However, three issues are sacrosanct:

  1) To protect jobs, there can be no elimination of the job
     protection provisions for the Cabin Cleaners, Computer
     Technicians, Ground Communications Technicians, Ground
     Equipment employees and Plant Maintenance Workers;

  2) There can be no further changes to the AMFA members' medical
     benefits; and

  3) The AMFA pension plan should remain in force.  If the
     pension plan must be terminated, the Debtors must provide a
     replacement plan with maximum benefits.

The AMFA believes that the Debtors can achieve the targeted
savings through less drastic changes that meet the AMFA's needs
on job preservation, medical benefits and pension benefits.  With
moderate alterations, the Debtors can still achieve their goals
of securing financing, exiting bankruptcy and becoming
competitive and profitable.  Mr. Seham says the Debtors' chances
of long-term success are greater through a willingness to work
with their union employees in a collaborative manner.

                 PBGC Wants the Process Postponed

"The Debtors' motion is premature," says Jeffrey B. Cohen, Esq.,
Chief Counsel of the Pension Benefit Guaranty Corporation in
Washington, D.C.  Prior to a distress termination, the Court must
determinate that each Debtor will not be able to pay its debts
unless the plan is terminated.  The Court cannot make that
determination until the Debtors are closer to emergence.  The
Debtors' business plan is still a work in progress, industry
conditions unstable and employee matters uncertain.  The
magnitude of this issue, approximately $9,000,000,000 of
liability and 121,557 participants, mandate that the Court should
not decide this issue until ideal conditions prevail.

Mr. Cohen argues that the distress termination hearing in May
2005 should be postponed until the Debtors have completed their
final business plan and filed a plan of reorganization, with no
more than two months before a confirmation hearing.  Mr. Cohen
says that if the PBGC likes what it sees in the business plan, it
may not oppose distress terminations.  This will save the parties
and the Court considerable resources in litigation.

In December 2004, the parties agreed to the schedule for distress
termination proceedings.  At that time, the Debtors expected to
have an updated business plan and a plan of reorganization filed
before the hearing.  Those circumstances have changed, so the
timing for the distress termination hearing must also change.  
Otherwise, the Court will not be able to make the necessary
determination that the Debtors will be forced to liquidate if
they do not terminate the pension plans.

                 Debtors Don't Want Postponement

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells Judge
Wedoff that the PBGC bases its request on the false premise that
the Debtors can create a "final business plan" or plan of
reorganization before the defined benefit pension plans are
terminated and replaced.  "The PBGC has it backwards," Mr.
Sprayregen says.  The Debtors must first resolve the pension
issues before securing an exit financing commitment and propose a
plan of reorganization.  No lender will provide the Debtors with
$2,000,000,000 to $2,500,000,000 in financing unless the pension
issues are resolved.  The PBGC's proposition would put the
Debtors in a Catch 22 -- the pension plans must be terminated to
secure exit financing and propose a plan, but there can be no
hearing to terminate the pensions until exit financing is secured
and a plan proposed.

Mr. Sprayregen notes that the PBGC agreed to the pension
termination schedule three months ago, in January 2005, not
December 2004 as the PBGC asserts.  At no time prior did the PBGC
seek to postpone the current schedule.  There is nothing pending
that warrants a sudden departure from the established schedule.  
The PBGC protests that "circumstances have changed," but it
offers no justification for changing the set schedule.  If the
PBGC wanted to link the termination hearing to a plan of
reorganization, it should have told the Court when the schedule
was set.

              IAM Urges Members to Vote for Strike

     WASHINGTON D.C. -- April 21, 2005 -- IAM leaders at United
Airlines are calling for a strike authorization vote to be held
in response to repeated threats by United CEO Glenn Tilton to
terminate pensions and abrogate labor agreements covering nearly
20,000 IAM members.

     "It is time for all of us to take a stand in support of a
fair contract," said the District 141 Negotiating Committee in a
letter to members.  "We unanimously recommend that you vote yes
to authorize strike action.  It is vital to send an unequivocal
message of solidarity to management that we are prepared to take
decisive action.  The alternative is a slow death of endless pay
cuts, lost pensions and outsourced jobs."

     With no exit in sight, United Airlines remains mired in the
longest and most costly bankruptcy proceeding in airline history.  
Despite a willingness by union negotiators to restructure labor
agreements to provide the struggling airline with the resources
needed to exit bankruptcy, senior executives are insisting that
IAM members absorb an unfair and unreasonable share of the
overall labor cost sacrifice.

     "In addition to the loss of your hard earned pensions,
Tilton's terms include working harder for less compensation, more
costly healthcare and the loss of thousands of additional jobs
through subcontracting and increased use of part-time," said the
District 141 letter.

                  Strike Vote at United Airlines

                          April 19, 2005

     TO: ALL IAM MEMBERS EMPLOYED BY UNITED AIRLINES

     Dear Sisters and Brothers:

     With no exit in sight, United Airlines remains mired in the
     longest and most costly bankruptcy proceeding in airline
     history.  Despite our resolve to reach a Labor Agreement
     that addresses the needs of this carrier and protects our
     members from unnecessary pain, it is increasingly obvious
     that the Company does not share our goal.

     Your Negotiating Committee has not abandoned hope of
     achieving a fair and equitable Agreement, however, we must
     report that the Company continues to insist that IAM members
     absorb a disproportionate, unfair and unreasonable share of
     the overall labor cost sacrifice required to attract the
     necessary exit financing.

     The negotiations are further handicapped by senior
     executives at the carrier who expect United's front line
     employees to subsidize unwarranted bonuses and pay raises
     for management personnel.  In recent news articles about
     additional cost savings, United CEO Glenn Tilton declared
     there are no "sacred cows" and "everything is on the table."
     This is the same Glenn Tilton who just collected a
     $366 thousand bonus and whose $4.5 million personal pension
     is "off the table."  So much for "shared sacrifice."

     Inciting further discontent at United, Tilton repeatedly
     threatens to terminate employee pensions and claims he will
     tear up your contracts unless we surrender to his latest
     terms.  In addition to the loss of your hard earned
     pensions, Tilton's terms include working harder for less
     compensation, more costly healthcare and the loss of
     thousands of additional jobs through subcontracting and
     increased use of part-time.

     Your Negotiating Committee recognizes that further sacrifice
     and savings are indeed necessary for United to emerge from
     bankruptcy.  But we refuse to endorse, recommend or accept
     any sacrifice that falls unfairly on you and your family.

     We have been saying NO to the Company's unfair proposals at
     the bargaining table for months.  Now it's your turn.  You
     will soon have an opportunity to demonstrate your support
     for a fair and equitable Labor Agreement by voting to
     support strike action if our contracts are abrogated.

     It is time for all of us to take a stand in support of a
     fair contract.  We unanimously recommend that you vote yes
     to authorize strike action.  It is vital to send an
     unequivocal message of solidarity to management that we are
     prepared to take decisive action.  The alternative is a slow
     death of endless pay cuts, lost pensions and outsourced
     jobs.  

     I will be calling our District 141 IAM Officers from around
     the country to Chicago for the purpose of preparing for a
     strike authorization vote and informational meetings.
     Information on a schedule of meetings and strike voting
     dates will be provided in future bulletins to the membership
     and IAM Local Lodges.

     On behalf of your entire Negotiating Committee, I want to
     sincerely thank you for your continuing support and
     solidarity.

                           Fraternally,

     Tom Brickner S.R.            (Randy) Canale
     Airline Coordinator          President & Directing
                                  General Chairman

     Rich Johnson                 Rich Pascarella
     GLR                          VP East

     Pam King                     Lorraine Serrini
     VP AL                        VP West

                        *     *     *

The United Retired Pilots Benefit Protection Association wants
the Court to extend the deadlines for submission of expert
reports, discovery responses and brief in opposition to the
Debtors' distress termination request.  

On May 11, 2005, the URPBPA will oppose the Debtors' request for
distress termination of the pilot pension plan.  The URPBPA
proposes to submit:

  a) its expert reports on May 2, 2005;

  b) its responses to written discovery by submitted on
     May 3, 2005; and

  c) a memorandum of law on May 6, 2005.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through UnitedAir Lines, Inc., is the    
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 83; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Asks for Interim Relief from Modified AFA Labor Pact
--------------------------------------------------------------
Pursuant to Section 1113(c) of the Bankruptcy Code, UAL
Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois for interim relief
from their modified collective bargaining agreement with the
Association of Flight Attendants.

On January 31, 2005, the AFA's membership ratified an agreement
that provided the bare minimum long-term labor savings that the
Debtors needed.  The modified bargaining agreement left open the
fate of the flight attendant pension plan, to be decided through
negotiations or by the Court at a hearing scheduled to begin on
May 11, 2005.  On April 8, 2005, the AFA notified the Debtors
that it would terminate the agreement effective April 28.  In
response, the Debtors sought to terminate the agreement and the
AFA pension plan on April 11.  

The Debtors request that the interim wage and benefits
concessions governed by the January 2005 agreement be
implemented, meaning, flight attendants will not see any changes
to their current wages and working conditions through May 31,
2005.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, explains that the Debtors need continued labor savings
from all employee groups, including the AFA, to avoid being
declared in default of their DIP Financing and to maintain
essential labor harmony.  The AFA's termination of the January
2005 agreement will render the flight attendants the only
employee group not providing additional labor savings between
April 28 and May 31, 2005.  This would be unfair to the other
employees and would risk unraveling agreements with other unions
that are providing the savings required for a successful
reorganization.  The Debtors are asking the AFA to bear its
reasonable and equitable share of sacrifices that the flight
attendants already accepted by ratifying their agreement.  

Mr. Sprayregen states that the "AFA's irresponsible action
jeopardizes the entire reorganization."  The Debtors cannot
afford a procedural quagmire over a lengthy adjudication of the
AFA's termination rights while the Section 1113 process
continues.  The Debtors need a definitive resolution to AFA labor
savings so the reorganization can proceed.  

If the January 2005 agreement is terminated, the previous  
contract would be in force on April 28, and flight attendant
wages and work rules will revert back to more costly levels that
existed before the January 2005 agreement.  The interim relief
the Debtors seek will bridge the gap between the AFA's chosen
termination date of April 28, and May 31, when either a
consensual resolution will have been reached or the Court will
have ruled on the Section 1113 and Distress Termination Motions.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through UnitedAir Lines, Inc., is the   
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 82; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Creditors Committee Supports Exclusive Period Extension
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 15, 2005, UAL
Corporation and its debtor-affiliates asked the U.S. Bankruptcy
Court for the Northern District of Illinois for another extension
of their exclusive periods to file and solicit acceptances of a
Chapter 11 Plan, pursuant to Section 1121(d) of the Bankruptcy
Code.

The Debtors want their Exclusive Plan Filing Period extended
until July 1, 2005, and their Exclusive Solicitation Period
extended until September 1, 2005.

                          Objections

(1) IFPTE

On behalf of the International Federation of Professional and
Technical Engineers, Mark Richard, Esq., at Phillips, Richard &
Rind, in Miami, Florida, contends that the Debtors are more than
24 months beyond the initial Exclusive Period.  The Debtors have
failed to demonstrate much progress, since not a single viable
plan has been presented to the Court.  Many of the Debtors
alleged business achievements are unsubstantiated and presented
in a self-serving manner, because the Debtors are experiencing
mounting losses with no viable plan of reorganization in sight.
Providing more time will not enhance the Debtors' opportunities
to negotiate a consensual and confirmable plan.
  
According to Mr. Richard, the Debtors have come up with an
"excuse of the quarter," with blame distributed to outside events
and parties for the Debtors' failure.  The Debtors blamed the Air
Transportation Stabilization Board.  Then, they cited rising fuel
prices and the competitive environment.  Now, the Debtors say
that labor and pension issues are delaying progress.  The Debtors
have blamed many outside factors, but never taken responsibility.

Mr. Richards argues that the "costs of this delayed plan of
reorganization are staggering."  Based on administrative fees and
costs, the Debtors' bankruptcy will soon become the seventh most
expensive in history.  While the Debtors want more time, the
professionals are feeding at the trough.  The estate has spent
over $200,000,000 on professional fees in 28 months, with the
amounts growing by the day.  An extension will permit more
resources to leave the estate.  

(2) IAMAW

The International Association of Machinists and Aerospace Workers
asserts that the Court should not allow the Debtors to retain
exclusivity any longer.  More time will not fix what ails the
Debtors' reorganization.  Since December 2002, the Debtors have
suffered cumulative net losses of more than $16,000,000,000.  The
Debtors have not made sufficient progress and are far away from
presenting a plan.  The current management team has displayed
incompetence, lack of diligence and carelessness.  Since exit
from bankruptcy remains a distant goal after more than two years
in Chapter 11, the Debtors have not established cause for any
further extension of the Exclusive Period.  Other parties-in-
interest should be permitted to propose competing plans.  

The IAM believes that the Debtors' request merely lays the
groundwork for another extension, which will bring the bankruptcy
proceedings squarely into the Fall of 2005.

"[D]oes anyone really believe that the Debtors will not seek a
further extension of the Exclusive Periods?" Sharon L. Levine,
Esq., at Lowenstein Sandler, in Roseland, New Jersey, asks.

The IAM contends that the Debtors should be forced to either file
a plan before the present Exclusive Periods expire, hire new
management that can prepare a viable business plan and plan of
reorganization, or get out of the way and allow other parties-in-
interest to file competing plans.

(3) AFA

Robert S. Clayman, Esq., at Guerrieri, Edmond, Clayman & Bartos,
in Washington, D.C., says that the Debtors "have engaged in a
fraud upon the Court and creditors, including AFA."  Mr. Clayman
notes that in their second request for interim wage and benefits
concessions, the Debtors wanted to obtain $560,000,000 in savings
from Salaried and Management employees from 2005 through 2010.  
Despite this commitment, the Debtors did not use the SAM wage
rates resulting from their original request to calculate
additional savings from SAM employees.  Instead, the Debtors used
a baseline that assumed SAM wages would increase from 2005
through 2008 -- but the Debtors told the AFA during negotiations
that the wage increases were not actual or planned.  As a result,
$295,000,000 of the purported $560,000,000 in SAM savings were
illusory.  It was only after months of repeated information
requests that the AFA was able to "uncover this fraud."  The
Debtors' management tried to defend their conduct, but later
backtracked.  Finally, management conceded it would need to
identify another $150,000,000 in new savings to reach SAM's
$560,000,000 allocation.

The Debtors' fraudulent conduct, which forms part of a larger
pattern of bad faith, should not be rewarded with another
extension of the Exclusive Periods.  Neither the AFA nor other
creditors can accept management's word as the Debtors have failed
to live up to their fiduciary obligations.  The Court should deny
the request to facilitate the case moving forward to a fair and
equitable resolution.

                         AFA's Statement

     CHICAGO, Illinois -- April 15, 2005 -- In a brief filed
today with the U. S. Bankruptcy Court for the Northern District
of Illinois, Eastern Division, objecting to extending the
exclusive period for United Airlines' current management to
develop a plan for the company to exit bankruptcy, the
Association of Flight Attendants-CWA (AFA) presented specific
details of "fraudulent conduct" that formed "a larger pattern of
bad faith" on the part of top company management.

     "We caught them red-handed," said AFA United Master
Executive Council President Greg Davidowitch, "pulling
shenanigans that no self-respecting employer would ever do to its
employees.  They tried to give themselves raises while everyone
else suffered cuts, and attempted to hide it.  Instead of being
red-faced when shown the facts," Davidowitch said, "they've acted
like shameless bullies, attacking the flight attendants'
contract, while trying to distract public attention from their
shell game and hoping to pull a fast one on the creditors and the
Court."

     According to the union's brief, "the magnitude of United's
fraud and dishonesty can be quantified; it equates to $445
million -- $295 million in illusory wage cuts and $150 million in
double-counted productivity savings."  Davidowitch questioned
"how can anyone have an iota of faith or trust that this set of
executives can successfully reorganize UAL with this track
record?"  The union, Davidowitch noted, became concerned that
management was not keeping its commitment to maintain the proper
proportions of cost savings it had allocated among the company's
employee groups.

     "When we asked them for facts," the union official said,
"they tried to conceal crucial information.  When we persisted,
they delayed.  When they were caught submitting incomplete
information, they tried stone-walling.  Finally," he said, "when
we showed them proof that their calculations of wage cuts for
Salaried and Management employees were not properly done, they
had no choice but to concede the impropriety of their approach.  
When we confronted them with the fact that they were double-
counting the same 'productivity improvements' in their business
plan, they back-pedaled.  Still," Davidowitch said, "their word-
games and charades didn't end.  Now that they're compelled to
address the gaping holes in their highly suspect approach,
they've resorted to plugging in numbers as 'productivity
enhancements' that fail to meet the smell test."

     Last Friday, the union provided notice to UAL that it had 20
days to cure the problem, or the union would consider the Letter
of Agreement that modified the 2003-2009 Flight Attendant
Agreement to provide $131 million in concessions to be null and
void.  In retaliation, the company asked the bankruptcy court
last Monday to reject its collective bargaining agreement with
the flight attendants in its entirety.

     "Renewal of exclusivity is only justified," the union's
brief points out, "where there is good faith progress toward re-
organization.  Now, instead of making good faith progress,
management has committed fraud against the Court and its
creditors."  The brief concludes: "In light of these failings,
termination of exclusivity will best facilitate moving the case
forward to a fair and equitable resolution."

              Creditors Committee Supports Extension

The Official Committee of Unsecured Creditors supports a two-
month extension of the Exclusive Periods.  The Creditors
Committee attests that the Debtors have made enormous progress in
creating a new business plan.  A far more constructive process
has been established, but output will require additional work and
involve further sacrifices by all stakeholders.  The work
completed to date -- and the work still to be done in the next 60
days to finalize the new business plan and deliver a cost
structure that future revenues can support -- justifies an
extension of the Exclusive Periods.

Patrick C. Maxcy, Esq., at Sonnenschein, Nath & Rosenthal, in
Chicago, Illinois, tells Judge Wedoff that the extra time is
needed because the labor resolution and distress termination
processes cannot succeed within the existing Exclusive Period.  
Given the myriad challenges facing the Debtors, an extension of
the Exclusive Periods will promote a stable restructuring
environment and facilitate resolution of these important
predicates to exit.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through UnitedAir Lines, Inc., is the    
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 82; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNITED REFINING: Explains $15.35 Million EBITDA Loss
----------------------------------------------------
United Refining Company provides additional information on second
quarter 2005 results.

The Company recently reported earnings for Second Quarter 2005 and
indicated an EBITDA of a negative $15.350 million.  The Company's
second quarter began December 1, 2004, and ended February 28,
2005.  

The Company customarily purchases crude oil for processing
approximately one month in advance of processing.  Consequently,
the Company's crude oil cost for any given month is determined
primarily by NYMEX crude oil contract trading in the prior month.  
The Company's sales of finished products are primarily determined
by NYMEX product trading in the month of sale.  NYMEX crude oil
contracts trading in November 2004 for delivery in December 2004
reached nearly $51/bbl in early November trading then declined to
below $41/bbl in early December trading.  The impact of the
significant fall in crude prices during December had a direct
downward impact on our December product sales prices, creating a
margin squeeze, as our crude costs had already been determined
during November.  This market move impacted other refiners as
well.  The Company estimates the impact of this margin squeeze on
EBITDA to be approximately ($7.7) million for the month of
December.  January and February EBITDA is estimated to be
approximately a positive $6 million.

During our Second Quarter, crude and related product prices fell
from First Quarter ending levels.  The monthly average NYMEX crude
price for February of 2005, the final month of our second quarter
was $48.05/bbl and the monthly average NYMEX crude price for the
Final month of trading of our first quarter, November 2004 was
$53.09/bbl.  The Company estimates the impact of these price
changes for inventory valuations on EBITDA to be approximately
($13.6) million for the Second Quarter.  It should be noted that
today's market price currently trading on the NYMEX for June crude
is greater than $53/bbl.

The Company builds asphalt inventories during the winter months
for sale during the summer asphalt season.  The inventory is
valued at cost for February 28, 2005 and will be sold during the
summer asphalt season.  Based on current market prices for
asphalt, the Company expects to recognize $13-$15 million in gross
profit from this inventory, primarily produced during the Second
quarter, when sold during the remaining quarters of fiscal 2005.

The Company continues to monitor crude oil prices and the impact
on working capital and liquidity.  June NYMEX crude is currently
trading in the $53/bbl range.  Because of these high crude prices,
the resulting additional carrying cost for inventories, and a
temporary increase in in-transit time for crude deliveries within
the Enbridge pipeline, the Company has increased its Revolving
Credit Agreement to $100,000,000.

Industry fundamentals remain strong and the Company continues to
expect Fiscal 2005 to be comparable to Fiscal 2004 given continued
market trends.

United Refining Company -- http://www.urc.com/-- is an
independent refiner and marketer of petroleum products.  It fuels
cars, trucks, airplanes and farm and construction equipment, as
well as the homes and industries in one of America's largest
concentrations of people and commerce.  Their market includes
Pennsylvania and portions of New York and Ohio.

                         *     *     *

As reported in the Troubled Company Reporter on July 27, 2004,
Standard & Poor's Ratings Services assigned its 'B-' rating to
United Refining Company's $200 million senior notes due 2014.


USM CORPORATION: Hires Duane Morris as Bankruptcy Counsel
---------------------------------------------------------
USM Corporation sought and obtained permission from the U.S.
Bankruptcy Court for the District of Massachusetts, Western
Division, to employ Duane Morris LLP as its bankruptcy counsel,
nunc pro tunc to Feb. 1, 2005.

USM wants to retain Duane Morris because the Firm has extensive
knowledge and experience in bankruptcy proceedings.

In particular, Duane Morris will:

   a) advise the Debtor of its rights, powers and duties as
      debtor-in-possession;

   b) take all necessary action to protect and preserve the estate    
      of the Debtor, including the prosecution of actions of the
      Debtor's behalf, the defense of actions commenced against
      the Debtor, the negotiation of disputes in which the Debtor
      is involved, and the preparation of objections to claims
      filed against the estate;

   c) prepare on behalf of the Debtor all necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the administration of the Debtor's estate;

   d) present on behalf of the Debtor the sale motions and all
      related transactions and any related revisions, amendments;
      and

   e) perform all other necessary legal services in connection
      with this case.

Paul D. Moore, Esq., a partner at Duane Morris, discloses that the
Debtor paid his Firm a $52,839 retainer.  

The principal attorneys who will represent the Debtor and their
current hourly rates are:

            Professional            Billing Rate
            ------------            ------------
            Paul D. Moore               $535
            Jennifer L. Hertz           $325
            Karen E. Gotkin             $195

To the best of the Debtor's knowledge, Duane Morris doesn't hold
any interest materially adverse to the Debtor and its estate.

Headquartered in Haverhill, Massachusetts, USM Corporation --
http://www.hudsonmachinery.com/-- manufactures, sells, and  
distributes shoe machinery and parts to the footwear industry in
North and Central America.  It also manufactures, sells, and
distributes industrial cutting machines and accessories.  USM
Corporation emerged from a chapter 11 reorganization in May 2002
(Bankr. D. Mass. Case No. 01-16082).  The Company filed for
chapter 11 protection on February 4, 2005 (Bankr. D. Del. Case No.
05-10272, transferred Feb. 10, 2004, to Bankr. D. Mass. Case No.
05-40541).  Christopher Martin Winter, Esq., Michael R. Lastowski,
Esq., and Jennifer L. Hertz, Esq., at Duane Morris, LLP, represent
the Debtor in its restructuring efforts.  The Debtor estimates its
assets between $1 million and $10 million and debts between $1
million and $10 million.


VARTEC TELECOM: Committee Taps Neligan Tarpley as Special Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of VarTec Telecom,
Inc., and its debtor-affiliates asks the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division, for permission to
employ Neligan Tarpley Andrews & Foley, LLP, as its special
counsel.

Neligan Tarpley is expected to:

   a) consult, assist and advise the Committee concerning
      potential litigation against various parties-in-interest
      Carrington, Coleman, Sloman & Blumenthal, LLP -- the
      Committee's counsel -- can't prosecute due to conflicts of
      interest;

   b) appear in Court to represent the Committee's interest in
      matters in which Carrington Colemen can't appear; and

   c) perform all other legal services for the Committee that are
      appropriate, necessary and proper in these cases.

Patrick J. Neligan, Esq., at Neligan Tarpley, discloses his Firm's
professionals' hourly rates:

            Designation                Rate
            -----------                ----
            Partners                $375 - $490  
            Associates              $150 - $275
            Legal Assistants           $115

To the best of the Committee's knowledge, Neligan Tarpley is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service  
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81695).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


VISTEON CORP: Moody's Slices Senior Implied Rating to B1 from Ba2
-----------------------------------------------------------------
Moody's Investors Service has lowered the debt ratings of Visteon
Corporation, Senior Implied to B1 from Ba2, and affirmed the
company's Speculative Grade Liquidity rating at SGL-3.  The long-
term ratings continue under review for possible further downgrade.
The rating actions reflect increasing business and financial risk
at Visteon as a result of lower business volume arising from its
principal North American customer, Ford Motor Company, delays in
reaching a longer term strategic restructuring agreement with
Ford, and continuing concern regarding approaching events which
could affect the company's liquidity profile.  However, the terms
of a long-term agreement with Ford could be beneficial to Visteon.

Visteon and Ford have implemented the terms of a funding
agreement, originally announced on March 10 and effective at least
through the end of 2005, to assist Visteon until a more permanent
restructuring of its business could be achieved.  However, the
specific details of that restructuring have not been agreed.  Ford
has also announced further reductions in its planned production
volumes in North America for 2005.  Consequently, while Visteon
will receive some cash flow support under the funding agreement,
the base line of its earnings and cash flow generation have been
reduced.  Visteon reported cash of $752 million at the end of
2004, but has approximately $250 million in notes maturing in
August and will see its $565 million 364 day revolving credit
facility expire in mid-June.  The rating downgrades reflect:

   (1) the more difficult operating environment facing Visteon,
       particularly in the North American market;

   (2) the expectation of sizable negative free cash flow in the
       absence of a continuation of the funding agreement with
       Ford;

   (3) delays in implementing a necessary restructuring of its
       business; and the upcoming debt and bank facility
       maturities that could further constrain the company's
       liquidity.

Specifically, these ratings were downgraded and remain under
review for possible further downgrade:

   -- Visteon Corporation

      * Senior Implied to B1 from Ba2
      * Senior Unsecured to B1 from Ba2
      * Issuer rating to B1 from Ba2
      * Unsecured shelf to (P)B1 from (P)Ba2
      * Subordinated shelf to (P)B3 from (P)Ba3
      * Preferred shelf to (P)Caa1 from (P)B1

   -- Visteon Capital

      * Preferred shelf to (P)B3 from (P)Ba3

Visteon's Not Prime short-term rating is unchanged.

Visteon has faced significant business challenges over the last
year due to its uncompetitive labor cost structure, continued
exposure to pricing pressures from OEM's, rising raw material
costs, and falling production volumes by auto manufacturers.  This
has resulted in a significant deterioration in its financial
performance, with negative free cash flow generation eroding the
company's liquidity profile and financial condition.

Under the terms of the funding agreement implemented earlier this
year with Ford, Visteon's cash flow will benefit in several ways.
These include:

   (1) a reduction of about $25 million/month through December
       2005 in the amounts, which Visteon must reimburse Ford for
       the employees currently assigned to work in Visteon plants;

   (2) accelerated trade payment terms from Ford;

   (3) an arrangement in which Ford will purchase certain capital
       equipment to be placed in prescribed Visteon facilities;
       and

   (4) relief from reimbursement obligations related to
       Ford/Visteon employee profit sharing agreements for 2005.

The arrangements on equipment could save Visteon up to
$150 million in capital expenditures during 2005.  However, even
with these benefits, Visteon's financial metrics and cash flow
generation are expected to remain weak.

Visteon and Ford have indicated that they are pursuing a
restructuring plan that should address many of the company's
structural weaknesses.  However, achieving agreement on this plan
with all parties involved has taken greater time than originally
anticipated, and in the absence of a satisfactory near term
resolution, Visteon's operating performance will continue to
suffer.  While the company has taken other actions to manage its
liquidity during this period, including canceling its dividend, it
has yet to provide guidance for the balance of 2005.

Moreover, Visteon faces the maturity of $250 million of
outstanding notes in early August and its $565 million 364-day
revolver will mature on June 17, 2005.  There were no borrowings
at the end of the year under that revolver.  The company had
approximately $750 million of balance sheet cash as of 12/31/04
and a $775 term revolving credit, with a June 2007 maturity, that
was undrawn but did have approximately $100 million of letters of
credit issued under the commitment.  The company has factoring
arrangements in place in Europe and a $100 million domestic
accounts receivable securitization facility ($55 million utilized
at the end of the year), which has a current renewal date in March
2006.  The company maintains bilateral credit agreements totaling
$75 million under which $50 million of letters of credit had been
issued at the end of the year, and which have maturity dates in
June 2006.

The Speculative Grade Liquidity Rating has been affirmed at SGL-3.   
The material benefits arising from the funding agreement with Ford
and the cancellation of the dividend will help mitigate negative
free cash flow from operations.  The company's existing cash
balances are available to meet basic cash requirements over the
next 12 months, but could, short of refinancing, be significantly
reduced as a result of the upcoming debt maturity.  If not
addressed, external liquidity would also be reduced upon the
company's 364-day facility expiry in June.  If not replaced,this
would leave the company more reliant on its remaining term
revolving credit.  At year-end, the company was in compliance with
its sole financial covenant of net debt/EBITDA.  The maximum ratio
is 3.5 times with the company at roughly 2 times at the end of the
year.  Headroom under this measurement would diminish if benefits
under the interim support agreement with Ford were insufficient to
offset otherwise negative cash flow, if incremental borrowings
were required, or if EBITDA results decline.  Visteon's borrowing
arrangements are currently unsecured. Subject to limitations under
its indentures and bank credit agreements, the company's portfolio
of unencumbered assets and business units may also help in
liquidity planning.  As a result, the SGL-3 rating has been
affirmed at the current time.  However, absent near term progress
in achieving a more comprehensive solution to Visteon's structural
challenges, the SGL rating could be lowered.

The continuing review of the long-term ratings will focus on the
ultimate terms of the long awaited Ford/Visteon strategic
restructuring agreement, any factors that could impair the
implementation of an effective restructuring in the near term, and
the alternative strategies available to Visteon if a restructuring
arrangement cannot be quickly implemented.  The review will
consider the financial and business implications of any
restructuring agreement for Visteon, and the company's ability to
achieve a more competitive business model following the
implementation of any restructuring (particularly in light of
lower production rates in the North American auto industry).   
Moreover, the review will assess the continuation of sufficient
support by Ford under the funding agreement to stabilize cash flow
and financial metrics at Visteon, the evolution of the company's
liquidity profile and financial covenant compliance, and the terms
and conditions of its borrowing arrangements.

Visteon Corporation is a leading full-service supplier that
delivers consumer-driven technology solutions to automotive
manufacturers worldwide and through multiple channels within the
global automotive aftermarket.  Visteon had approximately 70,000
employees, revenues of $18 billion in 2004, and a global delivery
system of more than 200 technical, manufacturing, sales and
service facilities located in 25 countries.


W&J JOHNSON: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: W&J Johnson Enterprises, Inc.
        3620 Montrose Ct Southeast
        Olympia, Washington 98501

Bankruptcy Case No.: 05-42709

Chapter 11 Petition Date: March 28, 2005

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Brian L. Budsberg, Esq.
                  Owens Davies, P.S.
                  P.O. Box 187
                  Olympia, Washington 98507
                  Tel: (360) 943-8320
                  Fax: (360) 943-6150

Total Assets: $1,668,012

Total Debts: $1,077,822

Debtor's 2 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
WR Johnson                                       $95,653
3620 Montrose Ct Southeast
Olympia, WA 98501

West Coast Bank                                  $50,000
P.O. Box 8000
Wilsonville, OR 97070


WACHOVIA BANK: S&P Puts Low-B Ratings on Six Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's $1.4 billion
commercial mortgage pass-through certificates series 2005-C18.

The preliminary ratings are based on information as of April 22,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    (1) the credit support provided by the subordinate classes of
        certificates,

    (2) the liquidity provided by the trustee,

    (3) the economics of the underlying loans, and

    (4) the geographic and property type diversity of the loans.

Classes A-1, A-2, A-3, A-PB, A-4, A-J, B, C, and D are currently
being offered publicly.  Standard & Poor's analysis determined
that, on a weighted average basis, the pool has a debt service
coverage (DSC) of 1.35, a beginning LTV of 98.7%, and an ending
LTV of 88.9%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/


                       Preliminary Ratings Assigned
            Wachovia Bank Commercial Mortgage Trust 2005-C18
   
                 Class         Rating               Amount
                 -----         ------               ------
                 A-1           AAA             $41,041,000
                 A-2           AAA            $122,149,000
                 A-3           AAA            $174,126,000
                 A-PB          AAA             $81,472,000
                 A-4           AAA            $616,552,000
                 A-J           AAA             $89,592,000
                 B             AA              $31,621,000
                 C             AA-             $12,297,000
                 D             A               $28,107,000
                 A-1A          AAA             $88,957,000
                 E             A-              $14,054,000
                 F             BBB+            $19,324,000
                 G             BBB             $12,297,000
                 H             BBB-            $24,594,000
                 J             BB+              $5,270,000
                 K             BB               $7,027,000
                 L             BB-              $5,270,000
                 M             B+               $3,514,000
                 N             B                $3,513,000
                 O             B-               $5,270,000
                 P             N.R.            $19,324,542
                 X-P*          AAA          $1,355,235,000
                 X-C*          AAA          $1,405,371,542
   
   Note: *Interest-only class with a notional dollar amount.
         N.R.-Not rated.


WHX CORP: Creditors Committee Taps Sonnenschein Nath as Counsel
---------------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors of WHX
Corporation permission to employ Sonnenschein Nath & Rosenthal LLP
as its counsel.

Sonnenschein Nath will:

   a) give legal advice with respect to the Committee's powers
      and duties in the Debtor's bankruptcy case, and assist and
      advise the Committee in its consultation with the Debtor and
      others regarding the administration of its chapter 11 case;

   b) attend meetings and negotiate with the Debtor's
      representatives, and appear before the Bankruptcy Court, the
      Appellate Courts, and the U.S. Trustee, and represent the
      interests of the Committee before those Courts and the
      U.S. Trustee;

   c) prepare on behalf of the Committee all necessary
      applications, motions, answers, orders, reports and other
      legal papers in support of positions taken by the Committee;

   d) assist the Committee in the review, analysis and negotiation
      of any plan of reorganization that may be filed, and assist
      the Committee in the review, analysis, and negotiation of
      the disclosure statement accompanying that plan;

   e) take all necessary action to protect and preserve the
      interests of Committee, including investigating and
      prosecuting actions on the Committee's behalf, conducting
      negotiations concerning all litigation in which the Debtors
      are involved, and review, analyze, and reconcile claims
      filed against the Debtor's estates; and

   f) perform all other necessary legal services for the Committee
      in connection with the Debtor's chapter 11 case.

David F. Yates, Esq., a Member at Sonnenschein Nath, is the lead
attorney for the Committee.

Mr. Yates reports Sonnenschein Nath's professionals bill:

    Designation           Hourly Rate
    -----------           -----------
    Partners/Counsel      $325 - $840
    Associates            $230 - $435
    Paralegals            $135 - $225

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

Headquartered in New York City, New York, WHX Corporation --
http://www.whxcorp.com/-- is a holding company structured to
acquire and operate a diverse group of businesses on a
decentralized basis.  WHX's primary business is Handy & Harman, a
diversified industrial manufacturing company servicing the
electronic materials, specialty wire and tubing, specialty
fasteners and fittings, and precious metals fabrication markets.
The Company filed for chapter 11 protection on March 7, 2005
(Bankr. S.D.N.Y. Case No. 05-11444).  When the Debtor filed for
protection from its creditors, it reported total assets of
$406,875,000 and total debts of $352,852,000.


WHX CORP: Committee Taps Imperial Capital as Financial Advisors
---------------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors of WHX
Corporation permission to employ Imperial Capital, LLC, as its
financial advisors.

Imperial Capital will:

   a) analyze the Debtor's operations, business strategy and
      competition in each of its relevant markets;

   b) analyze the Debtor's financial condition, operating
      forecasts and management, and undertake a financial
      valuation of the ongoing operations of the Debtor;

   c) assist the Committee to develop, evaluate, structure and
      negotiate the terms and conditions of a potential
      restructuring transaction, including the valuation of
      securities, that may be issued to the holders of unsecured
      claims;

   d) analyze potential divestures by the Debtor; and

   e) provide all other financial advisory services with respect
      to the Debtor's financial issues that may arise during the
      course of the Committee's engagement of Imperial Capital.

John McNamara, a Managing Director at Imperial Capital, reports
the Firm will be paid:

   a) a Monthly Advisory Fee of $150,000, payable in advance on
      the first day of each month; and

   b) upon the consummation of a Restructuring Transaction, a
      Transaction Fee equal to $1 million, to be reduced by an
      amount equal to 100% of the Monthly Advisory Fee paid to
      Imperial Capital, and to be paid in cash on the effective
      date of the Restructuring Transaction.

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

Headquartered in New York City, New York, WHX Corporation --
http://www.whxcorp.com/-- is a holding company structured to
acquire and operate a diverse group of businesses on a
decentralized basis.  WHX's primary business is Handy & Harman, a
diversified industrial manufacturing company servicing the
electronic materials, specialty wire and tubing, specialty
fasteners and fittings, and precious metals fabrication markets.
The Company filed for chapter 11 protection on March 7, 2005
(Bankr. S.D.N.Y. Case No. 05-11444).  When the Debtor filed for
protection from its creditors, it reported total assets of
$406,875,000 and total debts of $352,852,000.


WESTPOINT STEVENS: Wants Ct. to OK 7th Amendment to DIP Financing
-----------------------------------------------------------------
WestPoint Stevens, Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
approve the Seventh Amendment to their DIP Credit Agreement, dated
as of April 12, 2005.  The Seventh Amendment:

    -- amends the EBITDA and Minimum Availability covenants set
       forth in Sections 7.23 and 7.24;

    -- extends the term of the DIP Agreement to the earliest to
       occur of:

       a. December 2, 2005; or

       b. the consummation of a sale, pursuant to Section 363 of
          the Bankruptcy Code or pursuant to a confirmed plan of
          reorganization or liquidation pursuant to Chapter 11 of
          the Bankruptcy Code, of all or a substantial portion of
          the assets of the Registrant or other Borrower under the
          DIP Agreement; and

    -- amends the requirement that the Registrant furnish audited
       financial statements to the Administrative Agent by
       providing that unaudited financial statements may be
       provided that meet certain GAAP requirements.

A full-text copy of the Seventh Amendment is available at no
charge at the Securities and Exchange Commission Web site:

    http://www.sec.gov/Archives/edgar/data/852952/000085295205000006/wpst041305exh10-1.htm

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. (WestPoint Bankruptcy
News, Issue No. 44; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WORLDCOM INC: Wis. PSC Litigation Will Run Its Course in State Ct.
------------------------------------------------------------------
Prior to the Petition Date, the Public Service Commission of
Wisconsin sent WorldCom, Inc. and its debtor-affiliates
"assessments" requesting payments totaling approximately $841,150
for amounts alleged to be due from the Debtors under the Wisconsin
Advanced Telecommunications Foundation.  The Debtors timely
objected to the Demand Amount in November 2002.

Pursuant to its obligation to schedule a hearing on all objections
under Wisconsin Statute 196.85(4), the Wisconsin Commission
commenced an administrative proceeding captioned, Objections Under
Wis. Stat. Sec. 196.85(3)-(8) Filed Against Wisconsin Advanced
Telecommunications Foundation Assessment.

On December 5, 2002, the Wisconsin Commission filed Claim No.
3686 based on the Demand Amount.  The Debtors objected to the
Claim.

On August 19, 2002, the Debtors filed a Notice of Automatic Stay
with the Wisconsin Commission, indicating that they could not
continue to participate in the proceeding before the Wisconsin
Commission due to the bankruptcy case.

The Parties jointly asked the United States Bankruptcy Court for
the Southern District of New York for limited relief from the
bankruptcy stay so that the Administrative Proceeding could
proceed with participation of the MCI parties.  The Court granted
the Parties' request on November 18, 2003.

Pursuant to the Stay Order, the automatic stay was lifted to allow
the Administrative Proceeding to proceed only to determine the
Debtors' liability with regard to the amounts demanded by the
Wisconsin Commission and to allow any appeals arising out of the
administrative proceeding.  Issues regarding the priority of the
Wisconsin Commission's Claim in the bankruptcy cases and whether
the amounts were taxes entitled to priority under the Bankruptcy
Code were expressly reserved for the Bankruptcy Court to
determine.

                          Summary Judgment

The Debtors ask the Court to grant summary judgment in their favor
with respect to Claim No. 3686.

Greta A. McMorris, Esq., at Stinson Morrison Hecker LLP, in
Kansas City, Missouri, contends that the issue before the Court is
whether a requested charitable contribution can be characterized
as a "tax" and paid in full as a priority tax claim pursuant to
Section 507(a)(8) of the Bankruptcy Code.  To qualify as a tax
under the Bankruptcy Code, Ms. McMorris says, it must be:

    (1) an involuntary pecuniary burden;
    (2) imposed under the authority of the legislature;
    (3) for public purposes; and
    (4) under the taxing authority of the State.

Ms. McMorris argues that:

    (a) Contributions to the Wisconsin Advanced Telecommunications
        Foundation were not involuntary.  They were voluntary
        charitable donations to support advanced technology in the
        State of Wisconsin;

    (b) The mandatory payments were not imposed by, or under the
        authority of the Wisconsin Legislature:

        * The Wisconsin Legislature had no constitutional
          authority to make WATF Payments mandatory or a "tax";
          and

        * Neither the WATF nor the Commission has adequate
          statutory authority to assess and collect mandatory
          contributions to the WATF; and

    (c) The mandatory payments were not imposed under the taxing
        authority of the State of Wisconsin.

The WATF was established pursuant to Wis. Stat. Section 14.28,
which was enacted in 1993.  Wis. Stat. Section 14.28 was repealed
by the 2001-02 biennial Budget Act 2001 Wis. Act 16, Section
9142, which directed the Commission to:

    -- determine the total amount that the Foundation solicited
       from each telecommunications provider for contribution to
       the endowment fund and the total amount that each
       telecommunications provider contributed to the endowment
       fund; and

    -- assess against each telecommunications provider the
       difference, if any, between the amount solicited by the
       Foundation and the amount contributed by the
       telecommunications provider.

Ms. McMorris argues that Section 9142 violates the Wisconsin
Constitution because:

    (a) it is a private legislation and could not be properly
        buried, untitled, in the non-statutory provision section
        of the 2001 Budget Act;

    (b) the WATF Assessment Procedure was not enacted by bill;

    (c) it created an unreasonable tax exemption for
        telecommunication providers who were not solicited by the
        WATF;

    (d) it improperly delegates legislative power to grant tax
        exemptions; and

    (e) it ignores the equal protection clauses of the United
        States and Wisconsin Constitution.

Only those telecommunication providers from whom WATF solicited
contributions and who did not pay are assessed by the Commission.

The Debtors ask the Court to disallow Claim No. 3686 as a priority
claim and recharacterize it as an unsecured claim.

                          Parties Stipulate

The administrative proceeding before the Wisconsin Commission has
concluded.  The Wisconsin Commission rendered its Decision and
Order on June 24, 2004.  The Debtors are challenging the Decision
and Order in the Wisconsin state court.

The Parties filed cross-motions for summary judgment with the
Court with respect to the Claim Objection.

In a Court-approved stipulation, the Parties agree that the
Objection to Claim No. 3686 and the Motions for Summary Judgment
will be held in abeyance until the State Court Proceeding and all
appeals are final and no longer appealable.

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. (WorldCom
Bankruptcy News, Issue No. 85; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* Landers & Rosenthal Co-Chair Gibson Dunn's Restructuring Group
----------------------------------------------------------------
Gibson, Dunn & Crutcher LLP appointed Jonathan Landers and Michael
Rosenthal as Co-Chairs of the firm's Business Restructuring and
Reorganization Practice Group.

"Jon and Michael are both highly regarded bankruptcy attorneys,
and we are pleased to have them lead our Business Restructuring
and Reorganization Group," said Ken Doran, Managing Partner of
Gibson Dunn.  "We have a nationally recognized restructuring
group, with more than 40 lawyers, and I am confident that under
Jon and Michael's leadership, the group will continue to grow and
thrive."

                   About Jonathan M. Landers

Mr. Landers has extensive experience in bankruptcy, insolvency,
restructuring, financing transactions, purchase/sale of assets and
bankruptcy and insolvency litigation matters, representing
debtors, lenders and lending syndicates, large creditors,
litigation defendants and asset sellers and purchasers. He is one
of only 65 members of the prestigious National Bankruptcy
Conference, a member of the American College of Bankruptcy
(founding class), and has been recognized in The Best Lawyers in
America and the Guide to the World's Leading Insolvency Lawyers.

Significant matters includes serving as lead counsel for debtors
The Finova Group, Odyssey Group (North Face and Head Sportswear),
Divi Hotels and S.S. Retail Stores in their chapter 11 cases; lead
counsel for secured lenders in the Insilco and Concap I, II, IV,
and V (involving real estate loans aggregating $500+M) bankruptcy
cases; represented Merrill Lynch in the Enron and Adelphia
bankruptcies, Wells Fargo Bank in the Placid and Penrod
bankruptcies, and Dial Corporation in the Greyhound and Bergner
bankruptcies; represented asset purchasers in the U.S. Aggregates,
Greate Bay Casinos, Liquor Barn, Sonic Telecommunications, Grand
Palais Riverboat and Rivermeadows (Crescent H Ranch) bankruptcies;
and was lead counsel for lending groups in numerous workout and
restructuring transactions, including Wells Fargo Bank, Bank of
Montreal, Bracton Corporation (successor to Crocker National Bank)
and Citibank in connection with the liquidation and bankruptcy of
a major U.S. law firm.

Mr. Landers graduated from Colgate University, where he was
elected to Phi Beta Kappa, and magna cum laude from Harvard Law
School, where he was an editor of the Harvard Law Review. He is
the co-author of three books and more than 25 published articles,
and he is a frequent speaker at CLE and bar programs.

                  About Michael A. Rosenthal

Mr. Rosenthal has extensive experience in bankruptcy,
reorganization, debt restructuring and distressed asset
acquisition matters. This is his second term as Co-Chair of the
Business Restructuring and Reorganization Group, having served in
the same capacity from 1995 through 2001. With a particular
expertise in the representation of chapter 11 debtors and
acquirors of distressed businesses and assets, he has represented
companies in a variety of business sectors, including energy,
retail, manufacturing, real estate, engineering, construction,
media, telecommunications and banking.

His significant debtor representations include First RepublicBank
Corporation, Resorts International, Financial News Network,
Money's Mushrooms and American Pad & Paper Company. His
significant acquiror representations include NRG Energy in its
acquisition of Cajun Electric Power Cooperative, Tenet Healthcare
in its acquisition of the hospital assets of Allegheny Health &
Research Foundation and The Shaw Group in its acquisition of the
assets of the IT Group. In addition to debtors and acquirors, Mr.
Rosenthal has represented creditors' committees, secured and
unsecured creditors, bondholders and trustees, including the
principal unsecured creditors' committee in the case of jewelry
retailer Zale Corporation, and one of United Airlines largest
unsecured creditors, its former East Coast regional carrier,
Independence Airlines. He also has substantial experience in out-
of-court restructurings, including the restructuring of one of the
largest commercial and industrial real estate portfolios in the
United States, and pre-packaged chapter 11 cases.

Mr. Rosenthal is one of the country's leading experts on section
524(g) of the Bankruptcy Code and other restructuring issues
related to companies with asbestos and other mass tort liability.
He represented Asbestos Claims Management Corporation in its
recent pre-negotiated chapter 11 reorganization case, which
resulted in the establishment and funding of a $500 million
section 524(g) trust to pay asbestos victims exposed to National
Gypsum products. He also leads the firm's representation of
several asbestos trusts, including the NGC Bodily Injury Trust and
the DII Industries, LLC Asbestos PI Trust, the asbestos trust that
was established in the DII Industries case to resolve the asbestos
liabilities of Halliburton and its affiliates. The DII Trust, with
assets of approximately $2.5 billion, is presently one of the
largest asbestos trusts in the U.S. Mr. Rosenthal also presently
represents Cooper Industries, Inc., in connection with asbestos
issues related to the chapter 11 case of Federal Mogul, Inc.. He
has been heavily involved in recent federal legislative efforts
relative to asbestos reform.

Mr. Rosenthal received his law degree in 1979 from the University
of Chicago and his bachelor's degree, summa cum laude in 1976 from
the University of Virginia. He is a member of the ABI and the
Business Bankruptcy Committee of the American Bar Association, and
has lectured and published at the national and local level on
matters involving bankruptcy and creditors' rights.

                      About Gibson Dunn

Gibson, Dunn & Crutcher LLP is a leading international law firm.
Consistently ranking among the world's top law firms in industry
surveys and major publications, Gibson Dunn is distinctively
positioned in today's global marketplace with more than 800
lawyers and 13 offices, including Los Angeles, New York,
Washington, D.C., San Francisco, Palo Alto, London, Paris, Munich,
Brussels, Orange County, Century City, Dallas and Denver.

Gibson Dunn's Business Restructuring and Reorganization Practice
is a nationally recognized restructuring group, with extensive
experience in both domestic and multinational insolvencies. The
firm's 40+ restructuring and reorganization lawyers regularly
represent and counsel, among others, chapter 11 debtors, companies
seeking to restructure their obligations out of court or
addressing other balance sheet-related issues and companies
evaluating the benefits and disadvantages of a chapter 11 filing.

Members of the Practice Group are members of the American College
of Bankruptcy Lawyers and the National Bankruptcy Conference and
have been listed in the bankruptcy law section of The Best Lawyers
in America and The Guide to the World's Leading Insolvency
Lawyers. Gibson Dunn was ranked sixth among the Top Bankruptcy Law
Firms of 2003 in terms of bankruptcy filings, based on a survey
conducted by The American Lawyer and was identified as the No. 1
Bankruptcy Acquirer Law Firm by The Deal's Bankruptcy Insider,
based on active cases as of August 2004.


* Moody's Names C. Robinson Managing Director for Public Finance
----------------------------------------------------------------
Moody's Investors Service announced today that Claire Robinson has
been named Group Managing Director, Public Finance Group,
effective immediately.  Ms. Robinson will report to Brian
Clarkson, co-chief operating officer of Moody's Investors Service.

Ms. Robinson has more than ten years of experience with Moody's,
most recently as Team Managing Director of the Asset-Backed
Commercial Paper team.  Ms. Robinson first joined as Vice
President-Senior Analyst in the Structured Finance Group in 1988.   
In 1991 she was promoted to Team Managing Director, managing the
Asset-Backed Securities and Asset-Backed Commercial Paper ratings
teams.  Ms. Robinson then spent three years at Financial Security
Assurance as co-head of the consumer assets team before returning
to Moody's first as a consultant, and permanently in 2002. She was
promoted to Team Managing Director of the Asset-Backed Commercial
Paper team in June 2003.

"Claire is a widely respected leader with outstanding instincts
for client service," Brian Clarkson said.  "I believe that
Claire's promotion -- along with the effective leadership of Team
Managing Directors Ken Kurtz, John Nelson, Gail Sussman and Lisa
Washburn and the team leaders -- positions Moody's Public Finance
Group for continued success in this ever-changing market."

Moody's Investors Service -- http://www.moodys.com/-- is a  
leading provider of credit ratings, research, and risk analysis.  
The firm's ratings and analysis track over $35 trillion of debt
covering approximately 170,000 corporate, government and
structured finance securities, over 100,000 public finance
obligations, 10,000 corporate relationships, and 100 sovereign
nations.  Moody's also publishes credit opinions, research and
commentary that reach more than 2,600 institutions and 16,500
users around the globe.  Moody's Investors Service is a subsidiary
of Moody's Corporation (NYSE: MCO), which employs approximately
2,500 employees in 18 countries and had revenue of $1.4 billion in
2004.  


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (126)         183       62
Alaska Comm. Syst.      ALSK        (33)         637       71
Alliance Imaging        AIQ         (41)         654       36
Amazon.com              AMZN       (227)       3,248      919
American Repro          ARP         (35)         377       22
AMR Corp.               AMR        (697)      29,167   (2,311)
Amylin Pharm. Inc.      AMLN        (87)         358      282
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (36)          74       60
Blount International    BLT        (256)         425       98
Biomarin Pharmac        BMRN         (8)         233       15
CableVision System      CVC      (1,944)      11,393      248
CCC Information         CCCG       (131)          80       (8)
Cell Therapeutic        CTIC        (71)         185       94
Centennial Comm         CYCL       (516)       1,608      168
Choice Hotels           CHH        (203)         262      (32)
Cincinnati Bell         CBB        (585)       1,959      (38)
Clorox Co.              CLX        (457)       3,710     (422)
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (35)          19       13
Delta Air Lines         DAL      (5,519)      21,801   (2,335)
Deluxe Corp             DLX        (178)       1,499     (331)
Denny's Corporation     DNYY       (246)         730      (80)
Dollar Financial        DLLR        (51)         319       81
Domino's Pizza          DPZ        (550)         477        0
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (2,078)       6,029      (41)
Fairpoint Comm.         FRP        (173)         819       (9)
Foster Wheeler          FWHLF      (441)       2,268     (212)
Graftech International  GTI         (44)       1,036      284
IMAX Corp               IMAX        (42)         231       17
Investools Inc.         IED          (7)          50      (19)
Isis Pharm.             ISIS        (72)         208       82
Life Sciences           LSRI         (2)         200        2
Lodgenet Entertainment  LNET        (68)         301       20
Majesco Entert          COOL        (41)          26        8
Maytag Corp.            MYG         (78)       2,954      380
McDermott Int'l         MDR        (261)       1,387      (58)
McMoran Exploration     MMR         (85)         156       29
Neff Corp.              NFFCA       (42)         270        6
Northwest Airline       NWAC     (2,824)      14,042     (919)
Northwestern Corp.      NWEC       (603)       2,445     (692)
NPS Pharm Inc.          NPSP        (13)         397      306
ON Semiconductor        ONNN       (381)       1,110      212
Owens Corning           OWENQ    (4,132)       7,567    1,118
Per-se Tech. Inc.       PSTI        (25)         169       31
Pinnacle Airline        PNCL         (8)         166       31
Primedia Inc.           PRM      (1,145)       1,559     (153)
Protection One          PONN       (178)         461     (372)
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,612)      24,324      (68)
Revlon Inc-A            REV      (1,020)       1,001      120
Riviera Holdings        RIV         (29)         218        1
SBA Comm. Corp. A       SBAC        (27)         915       11
Sepracor Inc.           SEPR       (331)       1,039      636
St. John Knits Inc.     SJKI        (52)         213       80
Syntroleum Corp.        SYNM         (8)          48       11
Tivo Inc.               TIVO         (3)         160      (50)
US Unwired Inc.         UNWR       (263)         640     (335)
Vector Group Ltd.       VGR         (48)         528      110
Vertrue Inc.            VTRU        (32)         486       31
Worldgate Comm          WGAT         (2)          14       (4)
WR Grace & Co.          GRA        (118)       3,086      774
Young Broadcasting      YBTVA       (12)         798       85

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***