TCR_Public/050427.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, April 27, 2005, Vol. 9, No. 98

                          Headlines

ABFC 2005-HE1: Moody's Rates Cert. Classes B-1 & B-2 at Low-B
ADELPHIA COMMS: Files Time Warner & Comcast Sale Pact with SEC
ADESA INC: Names J. Peisner VP for Investor Relations & Planning
AEROGEN INC: Auditors Raise Going Concern Doubt in Annual Report
ALASKA AIR: Posts $80.5 Million Net Loss in First Quarter 2005

ALPHATRADE: Achieves Positive Cash Flow & Cuts Debt by 39% in Q1
AMCAST INDUSTRIAL: Employs JP Morgan as Claims & Noticing Agent
AMERICAN AIR: Moody's Says Credit Pact Changes Won't Alter Ratings
AMOROSO CONSTRUCTION: Confirmation Hearing Continued to May 26
APPLICA INC: Hosting First Quarter Conference Call Tomorrow

ATA AIRLINES: Inks Third Amendment to Southwest Credit Pact
ATA AIRLINES: Can Assume 25 Contracts with Signature & ASII
BRYAN MACHINING: Case Summary & 20 Largest Unsecured Creditors
BUTLER ANIMAL: Moody's Junks Second Lien Term Loan
CHIQUITA BRANDS: Investigation Delays Fresh Express Purchase

CHYPS CBO: Fitch Lowers $55.9 Million Notes Two Notches to CC
CLEANTEC SUPPORT: Case Summary & 17 Largest Unsecured Creditors
CLONES SOCIETY: Files for Bankruptcy Protection in Canada
CONE MILLS: Court Confirms Chapter 11 Plan of Liquidation
CONTINENTAL AIRLINES: Posts $184 Million Net Loss in First Quarter

CREDIT SUISSE: S&P Lifts Low-B Ratings on Six Certificate Classes
DIGITAL VIDEO: Losses & Deficit Trigger Going Concern Doubt
DMX MUSIC: Court Okays Sale Procedures & Auction Set for May 9
DRUGMAX INC: Losses Prompt Auditors to Raise Going Concern Doubt
E*TRADE FIN'L: Earns $92 Million of Net Income in First Quarter

ENERGEM RESOURCES: Intends to File Q1 Financials on April 29
ENUCLEUS INC: Funding Uncertainty Prompts Going Concern Doubt
ENVIRONMENTAL ELEMENTS: Hires FTI as Turnaround Consultant
EVANS & SUTHERLAND: Apr. 1 Balance Sheet Upside-Down by $2 Million
FEDERAL-MOGUL: Names Ramzi Hermiz Senior VP for Sealing Systems

FEDERAL-MOGUL: Names Michael Sobieski VP for Ignition & Wipers
FINOVA CAPITAL: Wants to Clarify Plan Provisions
FORCE PROTECTION: Auditors Raise Going Concern Doubt
GENEVA STEEL: James T. Marcus Approved as Chapter 11 Trustee
GLOBAL ENVIRONMENTAL: Losses & Deficit Trigger Going Concern Doubt

GOLDSTAR EMS: Files for Chapter 11 Protection in S.D. Texas
GOLDSTAR EMS: Case Summary & 20 Largest Unsecured Creditors
GREENPOINT MORTGAGE: Moody's Rates $9.04MM Class M-8 Notes at Ba1
HART MICHIGAN: Corrective Measures Prompt S&P to Revise Outlook
HEXCEL CORP: Stockholders' Deficit Widens to $68.3M at March 31

IMMERSION CORP: March 31 Balance Sheet Upside-Down by $7.9 Million
JB OXFORD: Tardy 10-K Contains Going Concern Qualification
KMART CORP: Engelbrecht Asks Court to Confirm Interest in Claim
LONG BEACH: Moody's Places Ba1 Rating on $35MM Class B-1 Certs.
LUNN 119TH: Wants to Hire DLA Piper as Bankruptcy Counsel

LUNN 119TH: Section 341(a) Meeting Slated for April 28
MATRIX SERVICE: Closes $30 Million Private Debt Placement
MCI INC: Reports 2004 Compensation for Highest Paid Officers
MCI INC: Will Hold Annual Shareholders Meeting on May 16

MERIDIAN AUTOMOTIVE: Files for Chapter 11 Protection in Delaware
MERIDIAN AUTOMOTIVE: Case Summary & 30 Largest Unsecured Creditors
MERIDIAN AUTOMOTIVE: S&P's Corporate Credit Rating to Tumbles to D
MESA TRUST: Moody's May Up Ba2 Rating on Class B After Review
METRIS COMPANIES: Earns $27.6 Million of Net Income in 1st Qtr.

MIRANT CORP: Creditors Say Plan Violates Absolute Priority Rule
MIRANT CORP: Court Approves Arkansas Electric Bid Protections
MIRANT CORP: Canal LLC to Pay Town of Sandwich $1.8 Mil. Tax Bill
MIRANT CORP: Hires Alvarez and Marsal Tax Advisory Unit
NEW CENTURY: Moody's Reviewing Ratings on 33 Certs. & May Upgrade

NEW ORLEANS CITY CLUB: Closing its Doors for Good on June 1
NORAMPAC INC: Earns $12.4 Million of Net Income in First Quarter
NORTHSTAR CBO: Fitch Keeps Junk Ratings on A-3 & B Note Classes
NORTHSTAR CBO: Fitch Holds Junk Ratings on Classes A-2 & B Notes
OCTANE ENERGY: Alberta Court Approves CCAA Plan of Arrangement

OMNI ENERGY: Posts $14.3 Million Net Loss in Fiscal-Year 2004
OWENS CORNING: Has Until June 30 to Solicit Votes on Plan
PLASTECH ENGINEERED: Moody's Pares Ratings & Says Outlook Negative
PONDEROSA PINE: Wants to Use Prepetition Lenders' Cash Collateral
PONDEROSA PINE: Look for Bankruptcy Schedules on May 23

PREMCOR INC: Inks $8 Billion Merger Pact with Valero Energy
PREMCOR INC: Valero Buy-Out Plans Cue Moody's to Review Ratings
PREMCOR INC.: Valero Energy Merger Cues S&P to Watch Ratings
QWEST COMMS: Urges FCC to Block SBC-AT&T Merger
RECYCLED PAPERBOARD: Gets Third Interim OK to Use Cash Collateral

RESTRUCTURE PETROLEUM: Taps Tranzon Driggers as Auctioneer
REXNORD CORP: Moody's Rates $312M Incremental Term Loan B at B1
REXNORD CORP: S&P Rates Proposed $312 Million Term Loan at B+
SECURITIZED ASSET: Fitch Rates $8.7 Million Private Offer at BB+
SEPRACOR INC: March 31 Balance Sheet Upside-Down by $351 Million

SHAW GROUP: 93% of Noteholders Agree to Amend Sr. Note Indenture
SR TELECOM: 8.15% Debentures Holders Okays Maturity Extension
SR TELECOM: Payment Default Triggers S&P's D Ratings
STELCO INC: Uses $114 Million of Financing Funds as of April 15
STRUCTURED ASSET: Moody's Rates Cert. Classes B-4 & B-5 at Low-B

TECHNOPRISES: Tel Aviv Court Denies Temp. Liquidator Appointment
TELEGLOBE COMMS: Expands Retention of Miles & Stockbridge & Cozen
THERMADYNE HOLDINGS: Poor Performance Prompts S&P to Cut Ratings
TORCH OFFSHORE: Committee Hires Alvarez & Marsal as Fin'l Advisors
TRANS-INDUSTRIES: Auditors Raise Going Concern Doubt in Form 10-K

TRINSIC INC: PwC Raises Going Concern Doubt in Annual Report
USG CORP: Wants to Enter into IRS Settlement & Set-Off Agreement
USM CORP: Lease Decision Period Extended to June 3
VALERO ENERGY: Inks Pact to Acquire Premcor for $8 Billion
VALERO ENERGY: Premcor Purchase Cues Fitch to Review Ratings

VALERO ENERGY: Premcor Buy-Out Plans Cue Moody's to Review Ratings
VALERO LOGISTICS: Moody's Reviewing Ratings for Possible Downgrade
VARTEC TELECOM: Wants to Sell Protel Shares & Other Assets
W.R. GRACE: Asbestos Comms. Wants Sealed Air Settlement Pact OK'd
W.R. GRACE: Hiring Beveridge & Diamond as Environmental Counsel

WEIGHT INTERVENTION: List of 30 Largest Unsecured Creditors
WEIRTON STEEL: Trustee Asks Court to Approve National Steel Pact
WELLINGTON PROPERTIES: Case Summary & 16 Unsecured Creditors
WESTPOINT STEVENS: Court Approves Avoidance Action Procedures

* Cadwalader Expands Corp. Practice with Mark Roppel as Partner

* Upcoming Meetings, Conferences and Seminars

                          *********

ABFC 2005-HE1: Moody's Rates Cert. Classes B-1 & B-2 at Low-B
-------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by ABFC 2005-HE1 Trust, and ratings ranging
from Aa1 to Ba2 to mezzanine and subordinate certificates issued
in the securitization.

The securitization is backed by:

   * Option One Mortgage Corporation (81%), and
   * Accredited Home Lenders, Inc. (19%)

originated or acquired adjustable-rate (88%) and fixed-rate (12%)
subprime mortgage loans.

The ratings are based primarily on:

   (1) the credit quality of loans,
   (2) subordination,
   (3) overcollateralization, and
   (4) excess spread.

The credit quality of the loans backing the securitization is in
line with the average loan pool backing recent subprime
securitizations.

Option One Mortgage Corporation will service the loans originated
by Option One Mortgage Corporation and Countrywide Home Loan
Servicing LP will service the loans originated by Accredited Home
Lenders, Inc.  Moody's has assigned Option One and Countrywide its
top servicer quality rating as a primary servicer of subprime
loans.

The complete rating actions:

Issuer: ABFC 2005-HE1 Trust
Securities: ABFC Asset-Backed Certificates, Series 2005-HE1

   * Class A-1SS, $488,803,000, Super Senior P&I, Variable, rated
     Aaa

   * Class A-1MZ, $54,312,000, Super Senior Support P&I, Variable,
     rated Aaa

   * Class A-2SS, $434,010,000, Super Senior P&I, Variable, rated
     Aaa

   * Class A-2MZ, $108,503,000, Super Senior Support P&I,
     Variable, rated Aaa

   * Class A-3A, $136,544,000, Senior P&I, Variable, rated Aaa

   * Class A-3B, $140,672,000, Senior P&I, Variable, rated Aaa

   * Class A-3C, $28,080,000, Senior P&I, Variable, rated Aaa

   * Class M-1, $92,610,000, Mezzanine P&I, Variable, rated Aa1

   * Class M-2, $56,991,000, Mezzanine P&I, Variable, rated Aa2

   * Class M-3, $31,166,000, Mezzanine P&I, Variable, rated Aa3

   * Class M-4, $31,167,000, Mezzanine P&I, Variable, rated A1

   * Class M-5, $31,167,000, Mezzanine P&I, Variable, rated A2

   * Class M-6, $26,714,000, Mezzanine P&I, Variable, rated A3

   * Class M-7, $20,481,000, Mezzanine P&I, Variable, rated Baa1

   * Class M-8, $18,700,000, Mezzanine P&I, Variable, rated Baa2

   * Class M-9, $12,467,000, Mezzanine P&I, Variable, rated Baa3

   * Class B-1, $11,576,000, Subordinate P&I, Variable, rated Ba1

   * Class B-2, $17,809,000, Subordinate P&I, Variable, rated Ba2

Class B-2 has been sold in a privately negotiated transaction
without registration under the Securities Act of 1933 under
circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under rule 144A.


ADELPHIA COMMS: Files Time Warner & Comcast Sale Pact with SEC
--------------------------------------------------------------
On April 25, 2005, Adelphia Communications Corp. filed with the
Securities and Exchange Commission the asset purchase agreements
it entered into with Time Warner NY Cable LLC, a Time Warner
Cable Inc. subsidiary, and with Comcast Corporation.

As previously reported, Time Warner and Comcast entered into
definitive agreements with ACOM to acquire substantially all of
ACOM's U.S. assets for an aggregate of $12.7 billion in cash and
16% of the common stock of Time Warner Cable.

A full-text copy of the Asset Purchase Agreement between ACOM and
Time Warner NY is available for free at:


http://www.sec.gov/Archives/edgar/data/796486/000110465905017814/a05-7131_1ex2d1.htm

A full-text copy of the Asset Purchase Agreement between ACOM and
Comcast is available for free at:


http://www.sec.gov/Archives/edgar/data/796486/000110465905017814/a05-7131_1ex2d2.htm

According to Brad M. Sonnenberg, EVP, General Counsel and
Secretary of ACOM, the purchase price is subject to customary
adjustments to reflect changes in ACOM's net liabilities and
subscribers as well as any shortfall in its capital expenditure
spending relative to its budget during the interim period between
the execution of the Purchase Agreements and the consummation of
the transaction.

ACOM will file a revised Plan of Reorganization and draft
Disclosure Statement with the U.S. Bankruptcy Court for the
Southern District of New York that reflects the terms of the
transaction.  The closing of the transaction is subject to the
Court's confirmation of the Plan, applicable regulatory approvals
and other customary closing conditions.  Subject to receipt of
all necessary approvals, Mr. Sonnenberg estimates the closing of
the transaction in about nine to 12 months.

At the closing, 4% of the purchase price will be deposited into
escrow to secure ACOM's obligations in respect of:

    -- any post-closing adjustments to the purchase price;

    -- its indemnification obligations for breaches of its
       representations, warranties and covenants pursuant to the
       Purchase Agreements; and

    -- its indemnification obligations with respect to assets and
       liabilities that it retains.

Mr. Sonnenberg relates that the representations, warranties and
covenants the parties agreed to in the Asset Purchase Agreements,
include covenants that:

    a. require the parties to commence appropriate proceedings
       before the Bankruptcy Court to obtain approval of the Plan
       and to use commercially reasonable efforts to obtain the
       regulatory and other approvals required in connection with
       the transaction; and

    b. subject to certain exceptions, prohibit ACOM from
       soliciting, encouraging or responding to proposals relating
       to alternative business combination transactions.

The Asset Purchase Agreements contain certain termination rights
providing, among others, that upon termination of the Agreements
under specified circumstances, ACOM may be required to pay Time
Warner NY a termination fee of around $353 million and Comcast a
termination fee of $87.5 million.

Pursuant to a letter agreement dated April 20, 2005, if the
Comcast Purchase Agreement is terminated prior to closing due to
failure to obtain FCC or applicable antitrust regulatory
approvals, Time Warner NY will acquire the cable operations of
ACOM that Comcast would have acquired pursuant to the Comcast
Agreement.  In that event, Time Warner NY would be required to
pay the $3.5 billion purchase price to have been paid by Comcast,
less Comcast's allocable share of the liabilities (between $550
and $600 million) of the Century-TCI and Parnassos joint ventures
between ACOM and Comcast.  That purchase price may be satisfied
at Time Warner NY's election in any combination of shares of Time
Warner Cable's Class A Common Stock and cash.

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


ADESA INC: Names J. Peisner VP for Investor Relations & Planning
----------------------------------------------------------------
ADESA, Inc. (NYSE: KAR), named Jonathan Peisner vice president of
Investor Relations and Planning.  Mr. Peisner succeeds Paul Lips,
who was recently promoted to senior vice president of Operations
for ADESA Corp. LLC, the company's used vehicle auction
subsidiary.

Mr. Peisner brings a strong investor relations and financial
background to ADESA.  Previously, he had served as managing
director and founder of Axios Advisors, LLC, and Axios Capital
Partners, LLC, independent investor relations and financial
consulting advisory firms founded in 2003.  Prior to establishing
Axios, Peisner held senior level investor relations, planning and
treasury positions in both the automotive and retail sectors,
including treasurer of Collins & Aikman, (a Fortune 1000
automotive supplier), director of Investor Relations and Business
Planning of Lear Corporation (a Fortune 150 automotive supplier)
and assistant treasurer of Arbor Drugs, Inc. (an Inc. 1000
retailer).  Peisner is a CPA and earned his Bachelor of Arts
degree in Accounting from Michigan State University and MBA in
Finance from Wayne State University.

An investor relations practitioner since 1990, Mr. Peisner is a
member of the National Investor Relations Institute and has served
on NIRI's Small Cap Advisory Committee, Volunteer Advisory Network
and has been a contributor to NIRI's "IR Body of Knowledge."  He
is also co-chairman of the Investor Relations Special Interest
Group for the Financial Executives Networking Group.

"I am pleased that Jon has joined ADESA to lead our investor
relations and planning functions," stated Cam Hitchcock, executive
vice president and chief financial officer for ADESA.  "Peisner
has been advising ADESA on investor relations matters since fall
2004 and has helped ADESA's senior management team shape and
strengthen its investor communications program.  He is a great
addition to our team."

Mr. Peisner's appointment to vice president of Investor Relations
and Planning is effective immediately and he will report to
Hitchcock.  Along with his wife, Cheryl, and their three children,
he will be relocating from West Bloomfield, Michigan to Carmel,
Indiana.

Headquartered in Carmel, Indiana, ADESA, Inc. (NYSE: KAR) --
http://www.adesainc.com/-- is North America's largest publicly
traded provider of wholesale vehicle auctions and used vehicle
dealer floorplan financing.  The Company's operations span North
America with 53 ADESA used vehicle auction sites, 30 Impact
salvage vehicle auction sites and 83 AFC loan production offices.

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2004,
Standard & Poor's Rating Services assigned its 'B+' rating to
ADESA Inc.'s proposed $125 million senior subordinated notes due
2012, and affirmed its 'BB' corporate credit and senior secured
ratings on the Carmel, Indiana-based operator of wholesale
used-vehicle auctions and provider of used-vehicle floorplan
financing.  Moody's affirmed its B1 rating on those 7-5/8% senior
unsecured subordinated notes due June 15, 2012, on Nov. 2, 2004.


AEROGEN INC: Auditors Raise Going Concern Doubt in Annual Report
----------------------------------------------------------------
PricewaterhouseCoopers LLP raised substantial doubt about
Aerogen, Inc.'s (Nasdaq: AEGN) ability to continue as a going
concern after it audited the Company's 2004 financial statements,
included in the Company's Annual Report on Form 10-K/A filed on
April 19, 2005

As stated in the report, the Company has suffered recurring losses
and negative cash flows from operations that triggered the going
concern opinion.

As of December 31, 2004, Aerogen had cash and cash equivalents of
approximately $16.9 million.

"We are pursuing a number of alternatives to maximize stockholder
value, including strategic transactions, collaborative
partnerships and the licensing on sale of certain of our
intellectual property," the Company stated in its Annual Report.
"If these efforts are not successful, we will need to raise
additional capital before the end of 2005 to continue operations.
Licensing or collaborative arrangements, if necessary to raise
additional funds, may require us to relinquish rights to either
certain of our products or technologies or desirable marketing
territories, or all of these."

                     About the Company

Aerogen, a specialty pharmaceutical company, develops products
based on its OnQ(R) Aerosol Generator technology to improve the
treatment of respiratory disorders in the acute care setting.
Aerogen also has development collaborations with pharmaceutical
and biotechnology companies for use of its technology in the
delivery of novel compounds that treat respiratory and other
disorders.  Aerogen is headquartered in Mountain View, California,
with a campus in Galway, Ireland.  For more information, visit
http://www.aerogen.com/


ALASKA AIR: Posts $80.5 Million Net Loss in First Quarter 2005
--------------------------------------------------------------
Alaska Air Group, Inc. (NYSE:ALK) reported a first quarter net
loss of $80.5 million, compared to a net loss of $42.7 million in
the first quarter of 2004.

First quarter results in 2005 include a charge of $144.7 million
($90.4 million, net of tax) resulting from the cumulative effect
of a change in the way the company accounts for airframe and
engine overhauls and a $7.4 million restructuring charge
($4.6 million, net of tax), primarily associated with a decision
to terminate the lease at the company's Oakland heavy maintenance
base.  This quarter's results also include $90.0 million
($56.2 million, net of tax) in mark-to-market gains on fuel hedges
that settle in future periods compared to $0.4 million ($0.3
million, net of tax) in 2004.  Without these items, and excluding
the impairment charge of $2.4 million ($1.6 million, net of tax)
in the first quarter of 2004, the net loss would have been
$41.7 million, during the first quarter of 2005 compared to a loss
of $41.4 million in the first quarter of 2004.

"Making excuses for our results would be easy based on the current
environment of extremely high fuel prices, very little pricing
power and a seasonally soft first quarter," said Bill Ayer, Alaska
Air Group's chairman and chief executive officer. "But these
realities, along with the cost reductions achieved by others in
the industry, mean that we simply must have lower costs."

Alaska Airlines' passenger traffic in the first quarter increased
8.9 percent on a capacity increase of 3.7 percent.  Alaska's load
factor increased 3.5 percentage points to 72.6 percent compared to
the same period in 2004.  Alaska's operating revenue per available
seat mile (ASM) increased 2.6 percent, while its operating cost
per ASM excluding fuel and restructuring charges decreased 0.7
percent.  Alaska's pretax income for the quarter was
$15.4 million.  Excluding the restructuring charges of $7.4
million and the gains on fuel hedges that settle in future periods
of $77.7 million in 2005 and $0.4 million in 2004, Alaska's pretax
loss was $54.9 million for the quarter, compared to a pretax loss
of $53.6 million in 2004.

Horizon Air's passenger traffic in the first quarter increased 20
percent on a 13 percent capacity increase.  Horizon's load factor
increased by 4 percentage points to 69 percent compared to the
same period in 2004. Horizon's operating revenue per ASM decreased
2.8 percent, while its operating cost per ASM excluding fuel and
impairment charge decreased 4.4 percent.  The decrease in
Horizon's revenue per ASM and cost per ASM excluding fuel is
largely due to the addition of Horizon's contract flying for
Frontier Airlines, which began in January 2004.  This flying
represented 23 percent of Horizon's capacity during the first
quarter and 10.1 percent of its passenger revenues compared to
16.2 percent of its capacity and 7.4 percent of its passenger
revenues in the first quarter of 2004.  Horizon's pretax income
for the quarter was $4.6 million, compared to a pretax loss of
$10.4 million in 2004.  Excluding gains on fuel hedges that settle
in future periods of $12.3 million and the impairment charge in
2004, Horizon's pretax loss was $7.7 million for the quarter,
compared to $8.0 million in the first quarter of 2004.

Alaska Air Group had cash and short-term investments at March 31,
2005, of approximately $764 million compared to $874 million at
Dec. 31, 2004.

A summary of financial and statistical data for Alaska Airlines
and Horizon Air as well as a reconciliation of the reported non-
GAAP financial measures can be found on pages 6 through 10.

A conference call regarding the first quarter 2005 results will be
simulcast via the Internet at 8:30 a.m. Pacific Time.  It may be
accessed through the company's website at
http://www.alaskaair.com/For those unable to listen to the live
broadcast, a replay will be available after the conclusion of the
call at http://www.alaskaair.com/

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services lowered its ratings on Alaska
Airlines Inc.'s 9.5% equipment trust certificates (ETCs) due
April 12, 2012, to 'B+' from 'BB', as part of an industry wide
review of aircraft-backed debt.  All other ratings on Alaska
Airlines and parent Alaska Air Group Inc., including the 'BB-'
corporate credit ratings on both, are affirmed.  The outlook
remains negative.

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


ALPHATRADE: Achieves Positive Cash Flow & Cuts Debt by 39% in Q1
----------------------------------------------------------------
AlphaTrade (OTCBB:APTD) achieved its first full quarter of
positive cash flow from operations.  It also reduced its long-term
debt during the first quarter of 2005 from $2.13 million to
$1.3 million, a decrease of 39%.

"AlphaTrade has turned the corner," said Penny Perfect,
AlphaTrade's chief executive officer.  "Our subscriber base has
grown to the point that we generate more cash than it takes to
cover our operating expenses."

AlphaTrade recorded a nominal loss of $310 for the quarter ended
March 31, 2005, compared to a loss of $731,770 for the same
quarter of 2004.  When the following non-cash expenses are added
back to the loss the Company results show a positive cash flow of
$76,947.  The non-cash expenses are $75,425 of consulting fees
paid with shares of the Company's common stock and depreciation of
$1,832.

As a sign of their confidence in the viability of the company, its
officers, through their management companies, have forgone their
first quarter management fees of $120,000.  These results
reinforce and confirm the Company's status as a going concern.

Additionally, the Company reduced its debt from $2,131,067 as of
December 31, 2004 to $1,296,302 as of March 31, 2005, without any
sales of its shares in private or public offerings.  A major
reason for the reduction was the decision of management to convert
$735,000 owed to them to shares of the Company's common stock.

As previously announced, AlphaTrade's revenue rose from $940,000
in 2003 to $1.92 million in 2004.  Unaudited sales totaled
$446,389 in the first two months of 2005, equivalent to an
annualized rate of nearly $2.7 million.  Gross margins also have
been increasing, from 10% in 2003 to 31% in 2004, while the
Company's net loss has fallen to $2.06 million in 2004 from $8.36
million in 2003.  AlphaTrade has projected a gross profit of
between $1.0 million and $2.0 million for 2005, up from $599,000
in 2004, bringing it close to its goal of full profitability by
the end of 2005.

                       Going Concern Doubt

HJ & Associates, LLC, expressed substantial doubt about
AlphaTrade's ability to continue as a going concern after it
audited the Company's Form 10-K for the fiscal year ended Dec. 31,
2004.  The Company has recorded significant losses from
operations, has insufficient revenues to support operational cash
flows and has a working capital deficit, which together triggered
the going concern opinion.

                        About the Company

Through its flagship product, E-Gate, AlphaTrade (OTCBB:APTD) --
http://www.alphatrade.com/-- offers reliable and accurate real
time financial data coupled with advanced trading analysis tools.
E-Gate is a multi-lingual professional service that integrates
sophisticated quote information with other timely financial
information in an easy-to-use format.


AMCAST INDUSTRIAL: Employs JP Morgan as Claims & Noticing Agent
---------------------------------------------------------------
Amcast Industrial Corporation and its debtor-affiliates, sought
and obtained approval from the U.S. Bankruptcy Court for the
Southern District of Ohio, to employ and retain JP Morgan Trust
Company as claims and noticing agent.

JP Morgan is expected to perform these services:

    (a) database set-up, including import and export of data to
        establish claims reconciliation site;

    (b) aid in claims reconciliation process and maintenance of
        online claims reconciliation site, and providing support
        services in connection therewith;

    (c) maintaining an up to date mailing list of all entities
        that have filed proofs of claim and making that list
        available to the Debtors upon request;

    (d) maintaining list of assignees or transferees associated
        with any proofs of claim or items listed on the Debtors'
        Schedules;

    (e) locator services to attempt to communicate with parties
        without current addresses;

    (f) printing and mailing of the Plan of Reorganization and
        Disclosure Statement, and to the extent required,
        amendments thereto via First Class Mail;

    (g) receiving, reviewing and tabulating the ballots cast,
        recording the date and time received, confirming
        completeness of each ballot, and certifying such
        ballot tally results; and

    (h) any additional services related to the balloting,
        tallying, ballot certification, claims reconciliation
        and mailing of Plan of Reorganization and Disclosure
        Statement as required.

Victoria Pavlick, Vice President of JP Morgan, discloses the
Firm's professionals bill:

      Designation                     Hourly Rate
      -----------                     -----------
      Vice President                         $228
      Senior Consultants                     $162
      Consultants                            $124
      Call Center Management                  $84
      Administrative                          $52
      Call Center Attendants                  $42


JP Morgan assures the Court that it does not represent any
interest adverse to the Committee, the Debtors or their estates.

Headquartered in Dayton, Ohio, Amcast Industrial Corporation --
http://www.amcast.com/-- is a manufacturer and distributor of
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


AMERICAN AIR: Moody's Says Credit Pact Changes Won't Alter Ratings
------------------------------------------------------------------
Moody's Investors Service commented that the amendments to the
liquidity facilities that provide credit support to American
Airlines, Inc.'s Series 1999-1 Class A1, A2 and B Enhanced
Equipment Trust Certificates would not affect the current ratings
assigned to these certificates.  The current ratings are Baa3 for
the Class A1 and A2 certificates and Ba3 for the Class B
certificates.

The amendments to the liquidity credit agreements were made as a
result of the phasing out of existing state guarantees for German
public-sector financial institutions (Anstaltslast and
Gewaehrtraegerhaftung) as agreed by the European Commission and
the German authorities in July 2001.  Obligations of Bayerische
Landesbank (Moody's short-term rating of Prime-1 and its issuer
rating is Aaa), including the liquidity facility for the
Certificates, are subject to this change in government support.
Essentially, the existing guarantees for public-sector financial
institutions will be removed in July 2005, however, any
liabilities incurred by these financial institutions before July
18, 2005 and maturing before the end of 2015, or issued before
July 18, 2001 irrespective of their maturity, will continue to
benefit from the "grandfathering" through these state guarantees.
State support has been a fundamental underpinning of the ratings
assigned to Bayerische Landesbank as well as those of other German
Landesbanks.

The original liquidity facility supporting the Certificates was
structured as a 364 day renewable line of credit and as such,
would have become a new commitment at its next maturity date and
no longer supported by the German state.  The revisions made to
the liquidity facilities allowed the liquidity provider,
Bayerische Landesbank, to "term-out" its commitment therefore
retaining German state support through December 31, 2015.  If such
support is not maintained, the rating assigned to the liquidity
facility provider could be adjusted downward.  Should that rating
decline to a level below A1, P-1, the Trustee for the Certificates
would be required to either arrange for an alternate facility or
make a drawing of funds to cash collateralize the bank's
obligation.  The changes in the documentation have the effect of
continuing to tie the rating of the liquidity facility to that of
the German state.

Bayerische Landesbank is the initial provider of liquidity
facilities for this transaction, which are designed to provide for
drawings sufficient to pay interest on the Certificates up to the
amount necessary to pay the equivalent of 18 months interest in
the event of a shortfall or default in payments from American
Airlines, Inc.  The liquidity facilities do not provide for
drawings to pay for principal or premiums on the Certificates.
Any amounts outstanding under the liquidity facility have a lien
prior to that of the certificate holders on the proceeds from any
liquidation of the underlying aircraft collateral.


AMOROSO CONSTRUCTION: Confirmation Hearing Continued to May 26
--------------------------------------------------------------
The Honorable Alan Jaroslovsky of the U.S. Bankruptcy Court for
the Northern District of California will continue the hearing to
consider confirmation of the Joint Liquidating Plan of
Reorganization filed by Dennis J. Amoroso Construction Co., Inc.,
and its debtor-affiliate, Amoroso Investments, LLC.  The hearing
will continue at 10:00 a.m., on May 26, 2005.

Judge Jaroslovsky approved the adequacy of the Debtors' Disclosure
Statement on Feb. 4, 2005.

As reported on the Troubled Company Reporter on Feb. 16, 2005, the
Plan contemplates the appointment of a Liquidating Agent, who
is charged with the obligation to take over the Debtors' remaining
assets in trust, including principally the construction accounts
receivable and the Travelers Bad Faith Litigation , reduce them to
money, and distribute them to creditors in the priority set out in
the Bankruptcy Code.

The Plan groups claims and interests into eight classes.

Unimpaired Claims consist of Priority Claims for Wages, Unpaid
Contribution to Employee Benefit Plans, and Consumer Deposits to
be paid in full on the Effective Date.

Impaired Claims consist of:

   a) General Unsecured Creditors with claims amounting to over
      $500 will receive a Pro Rata payment from the liquidation of
      the Debtors' assets and the proceeds from a successful
      resolution of the Travelers Bad Faith Litigation and the
      Travelers Lien Litigation;

   b) Administrative Convenience Claims amounting to $500 or less
      will receive an immediate 75% lump sum dividend in full
      satisfaction of their claims;

   c) three claims receiving the same treatment are the Firemen's
      Fund Insurance Company, Travelers Casualty & Surety Co. of
      America and Kemper Insurance Company, which are all disputed
      and pending the resolution of those three disputes, the Plan
      provides that those claims will retain their equitable lien
      rights until the contingencies concerning those claims are
      resolved;

   d) Amoroso Family Claims will be deemed subordinated to the
      full payment of the Class 1, Class 2, Class 3, Class 4,
      Class 5 and Class 6 Allowed Claims; and

   e) Debtors' Equity Holders will be cancelled on the Effective
      Date and no dividends or other payments will be made to
      those claims on account of their stock and llc memberships.

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

     http://www.researcharchives.com/bin/download?id=050414035733

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

     http://www.researcharchives.com/bin/download?id=050414035310

Headquartered in Novanto, California, Dennis J. Amoroso
Construction Co., Inc., is a general contractor.  The Company and
its debtor-affiliate filed for chapter 11 protection on
September 21, 2004 (Bankr. N.D. Calif. Case No. 04-12244).  John
H. MacConaghy, Esq., at Law Offices of John H. MacConaghy
represents the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.


APPLICA INC: Hosting First Quarter Conference Call Tomorrow
-----------------------------------------------------------
Applica Incorporated (NYSE: APN) anticipates it will record a net
loss in the first quarter of between $22 million and $23 million.
The larger-than- estimated loss is primarily the result of:

   -- a write-down of inventory related to lower-than-anticipated
      consumer demand;

   -- increased product warranty returns and related expenses; and

   -- additional losses in the Mexico manufacturing operations.

Applica will hold a conference call tomorrow, April 28, 2005, at
11:00 a.m., Eastern Daylight Time, to discuss its first-quarter
results and trends in operations.  Live audio of the conference
call will be simultaneously broadcast over the Internet and will
be available to members of the news media, investors and the
general public.  The conference call is expected to last
approximately one hour.  Broadcast of the event can be accessed on
the Company's website -- http://www.applicainc.com/-- by clicking
on the Investor Relations page.  You may also access the call via
CCBN at http://www.streetevents.com/ The event will be archived
and available for replay through Monday, May 5, 2005, at midnight.

                         About Applica

Applica Incorporated -- http://www.applicainc.com/-- and its
subsidiaries are marketers and distributors of a broad range of
branded and private-label small household appliances.  Applica
markets and distributes kitchen products, home products, pest
control products, pet care products and personal care products.
Applica markets products under licensed brand names, such as Black
& Decker(R), its own brand names, such as Windmere(R),
LitterMaid(R), Belson(R) and Applica(R), and other private-label
brand names.  Applica's customers include mass merchandisers,
specialty retailers and appliance distributors primarily in North
America, Latin America and the Caribbean.  The Company operates a
manufacturing facility in Mexico.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services placed its 'B-' corporate
credit and 'CCC' subordinated debt ratings on small appliance
manufacturer Applica Inc. on CreditWatch with negative
implications.

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

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


ATA AIRLINES: Inks Third Amendment to Southwest Credit Pact
-----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Brian T. Hunt, Senior Vice-President and General
Counsel of ATA Holdings Corp., discloses that ATA Holdings and
Southwest Airlines Co. have agreed to further amend the
December 23, 2004 Southwest Bid Proposal.

The parties executed various amendments to extend the date on
which the Minimum Consolidated EBITDARR and Minimum Adjusted
EBITDARR financial covenants would be effective.  Pursuant to the
Third Amendment dated April 15, 2005, the financial covenants
would be effective April 1, 2005.

The Air Transportation and Stabilization Board and Unofficial
Committee of Unsecured Creditors have consented to the
Amendments.

*    *    *

As previously reported, Southwest Airlines Co. has committed to
provide ATA Airlines, Inc., with up to $47,000,000 in postpetition
financing pursuant to a Secured Debtor-in-Possession Credit and
Security Agreement.

Southwest Airlines agrees to provide up to $40,000,000 in cash
plus a guaranty of up to $7,000,000 for amounts outstanding under
two separate loans made to ATA Airlines by the City of Chicago to
fund a jet bridge extension at Midway.

On a final basis, Judge Lorch authorized the Debtors to borrow up
to $47,000,000 from Southwest Airlines Co. pursuant to the terms
of the DIP Credit Agreement and pay all requisite fees and
expenses payable to or on behalf of Southwest Airlines.

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: Can Assume 25 Contracts with Signature & ASII
-----------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code, ATA Airlines, Inc.
and its debtor-affiliates seek the United States Bankruptcy Court
for the Southern District of Indiana's authority to assume 25
ground-handling and into-plane fueling agreements, as amended by a
Resolution Agreement entered into by ATA Airlines, Inc., Signature
Flight Support Corporation and Aircraft Service International,
Inc.

Signature and Aircraft Service International have asked the Court
to lift the stay to terminate the Contracts.  The Debtors opposed
the Providers' request.

After extensive negotiations, the Providers agreed to allow the
Debtors to assume the Contracts, subject to certain modifications.

Pursuant to the Resolution Agreement, the Providers will accept
$245,525, as full and complete cure of any defaults that may exist
under the Contracts.  ATA Airlines will pay the Cure Amount in
three installments without delay.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that the Resolution Agreement, which includes
information on pricing, is highly confidential and proprietary.
The Debtors will provide copies of the Resolution Agreement to the
U.S. Trustee, counsels for Southwest Airlines, Inc., the DIP
lender, the Official Committee of Unsecured Creditors and the
ATSB, and to other parties, subject to confidentiality agreements.

Mr. Nelson says the Providers provide necessary services to ATA
Airlines at numerous locations.  Assumption of the Contracts, as
amended, will allow ATA Airlines to continue to receive the
necessary services on terms that are both fair and reasonable.

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)


BRYAN MACHINING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bryan Machining, Inc.
        dba Innovative Machining, Inc.
        12250 West 52nd Avenue
        Wheat Ridge, Colorado 80033-2024

Bankruptcy Case No.: 05-19738

Type of Business: The Debtor produces specialized parts in
                  quantities from single prototypes to high
                  production runs for engineers, scientists,
                  inventors, technicians and mechanics.
                  See http://www.innovativemachininginc.com

Chapter 11 Petition Date: April 26, 2005

Court: District of Colorado (Denver)

Judge: Howard R Tallman

Debtor's Counsel: Jeffrey Weinman, Esq.
                  Weinman & Associates
                  730 17th Street, Suite 240
                  Denver, Colorado 80202
                  Tel: (303) 572-1010

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Key Bank LOC                  Bank loan                 $152,155
PO Box 94831
Cleveland, OH 44101-4831

Wells Fargo Line              Bank loan                  $75,005
Wells Fargo Business
Payment Processing
PO Box 54349
Los Angeles, CA 90054-0349

ADP Total Source              Trade debt                 $46,784
12250 E Iliff Ave Ste 310
Aurora, CO 80014-1253

Robert Borum                  Loan                       $29,692

James Hanson                  Loan                       $29,692

MBNA America 1163             Trade debt                 $25,382

Advanta                       Trade debt                 $20,953

Earle M. Jorgensen Company    Trade debt                 $17,080

Bank One                      Trade debt                 $16,802

MBNA 2513                     Trade debt                 $14,394

Cutting Tool Supply, LLC      Trade debt                 $13,956

Professional Plastics, Inc.   Trade debt                 $12,396

CitiCard                      Trade debt                 $11,173

Mountain States Finishing     Trade debt                 $10,736

Citi Business Card            Trade debt                 $10,234

Qualitek Manufacturing        Trade debt                  $8,563

MBNA America                  Trade debt                  $8,215

Shop Tools                    Trade debt                  $7,625

Compass Bank Visa             Trade debt                  $6,192

Alpha Tool Corp.                                          $5,855


BUTLER ANIMAL: Moody's Junks Second Lien Term Loan
--------------------------------------------------
Moody's Investors Service assigned a B2 senior implied rating to
Butler Animal Health Holding Company, LLC.  Moody's also assigned
a B2 rating to the company's senior secured first lien revolving
and term loan B facilities, and a Caa1 rating to the second lien
term loan.  The outlook for the ratings is stable.  This is the
first time Moody's has rated Butler AHHC.

On April 18, 2005, Oak Hill Capital Management and Darby Group
Companies, the current owner of Burns Veterinary Supply, Inc.,
announced their definitive agreement to acquire W.A. Butler
Company, LLC.  Oak Hill and Darby will each own approximately 50%
of the combined entity, Butler AHHC.  Management will also be
investors alongside Oak Hill and Darby.  Operating assets of both
predecessor companies will reside at Butler AHHC's 100% owned
operating subsidiary, Butler Animal Health Supply, LLC.

Proceeds from the new credit facilities, along with equity
contributions by Oak Hill and the company's management,
respectively, will be used to finance the purchase price of
Butler, repay existing long term debt at Burns and pay for merger
related fees and expenses.  Darby's equity contribution will
consist of Burns assets.  The transaction is expected to close in
June 2005, and remains subject to approval by the appropriate
regulatory authorities.

Ratings assigned are:

   * Senior implied rating -- B2

   * $30 million 5-year senior secured first lien revolver -- B2

   * $140 million 6-year senior secured first lien term loan B --
     B2

   * $30 million 7-year second lien term loan -- Caa1

   * Senior unsecured issuer rating (non-guaranteed exposure) --
     Caa2

The outlook for the ratings is stable.

The ratings reflect:

   (1) Butler AHHC's high leverage;

   (2) Moody's expectation that free cash flow available for debt
       reduction will remain limited in the near term;

   (3) integration risks related to the acquisition of Butler;

   (4) vendor concentration;

   (5) the highly competitive environment the company operates in;
       and

   (6) consolidation pressures that may trigger debt-financed
       acquisitions.

Positive factors recognized by Moody's ratings include:

   (1) Butler AHHC's leading position in the growing US market for
       distribution of companion animal healthcare products;

   (2) sound economics of the business model; broad customer
       diversification;

   (3) Moody's expectation of synergy driven earnings and cash
       flow growth in the near to medium term;

   (4) the solid performance track record at both predecessor
       companies;

   (5) adequate liquidity; and

   (6) management's significant experience in animal health care
       product distribution.

The stable outlook anticipates a smooth operational and strategic
integration of the two predecessor companies into the new,
significantly larger Butler AHHC entity.  Moody's anticipates that
after the initial integration phase, sales will grow approximately
in line with industry growth (about 5-6% annually), that profit
margins will continue to expand as synergies are generated, and
that cash from operations will fully cover capital expenditures
and principal payments scheduled under the credit facilities.

Moody's believes the proposed transaction is strategically sound
and will strengthen Butler's business profile and competitive
position in the $3.3 billion companion animal healthcare
distribution market.  The merger will bolster Butler's already
leading market share, well ahead of the two key competitors, and
increase the company's strategic importance to its vendors.  In
addition, it provides potential cost synergies from warehouse
network consolidation, sales force optimization, cheaper sourcing
and overhead reduction.  Within about 18 months from the time of
the acquisition, the company is targeting annual cost savings of
$10 million, while incurring one time merger related costs of
about $5.6 million.  Cost savings of this order of magnitude would
significantly boost earnings going forward (Moody's estimates pro
forma EBITDA for fiscal 2004 at approximately $29 million before
synergy effects).

Moody's views the companion animal healthcare industry as
fundamentally solid.  Limited cyclicality, positive long-term
trends in companion animal ownership, and growing availability and
awareness of therapeutic options all support medium term industry
growth forecasts in the mid single-digits.  The combination of a
wide range of vendor products and relatively few, typically small
veterinary practices make third party distribution the preferred
route to market for most products, both for manufacturers and
veterinary practices.  According to industry sources, the share of
direct sales by manufacturers continued to shrink from about 22%
in 1995 to 15% in 2002.  Moody's believes that over the coming
years this trend is more likely to continue than not.

Moody's notes, however, that the merger entails significant
financial risks related to the high debt burden, limited near term
cash generation and challenges in relation to the extensive
integration process over the next 18 months.  Leverage pro forma
for the transaction would have been high for the fiscal year ended
December 31, 2004, with adjusted debt to EBITDAR of approximately
6.2 times (debt adjusted for operating leases).  Moody's estimates
that free cash flow plus 2/3rds rent to adjusted debt and fixed
charge coverage will remain weak in fiscal 2005, at about 2.7% and
2.0 times, respectively.  In addition, Moody's anticipates that
cash from operations less capital expenditures will remain at
low absolute levels in 2005 and 2006, reaching approximately
$3 million and $9 million, respectively.  These estimates
reflect a high annual pre-tax interest burden of approximately
$14 million, and compare to funded debt of about $173 million at
closing of the transaction.

Somewhat offsetting the risk of low near term free cash generation
is the company's adequate liquidity, provided by the five-year
$30 million senior secured first lien revolving credit facility.
Over the next twelve months, we estimate that peak usage will not
exceed $5 million.  Peak usage typically occurs in April or May,
as the company increases inventories in preparation for the tick
and flea season.  Moody's anticipates that the finalized credit
agreement governing all senior secured facilities will contain
customary limitations such as a 50% annual excess cash flow sweep
and financial covenants related to maximum leverage and minimum
interest coverage measures.  Moody's expects that cushion for
these financial covenants will be an appropriate 15%-20%.

Moody's notes that the company operates in a highly competitive
market environment, with two of Butler AHHC's key competitors also
operating on a national scale, and one of them being part of a
larger, financially stronger distribution group.  In addition, we
note that the combined entity will exhibit significant supplier
concentration, with the top four vendors accounting for
approximately 42% of total purchases.  Vendor industry
consolidation, changes of distribution strategy (e.g. by a shift
from third party distribution to direct sales) or other factors
disrupting sales volumes channeled through Butler AHHC may all
affect sales, earnings and cash generation.

Ratings could be lowered:

   (1) if cost synergies fall behind plan or turn out to be more
       costly than anticipated;

   (2) if cash flow improvement and debt reduction proceed slower
       than expected; or

   (3) in the unlikely event of a material debt-financed
       acquisition that adversely affects the capital structure.

An upgrade will be less likely as long as Butler AHHC is going
through its planned merger integration phase of about two years.

Moody's could upgrade the ratings if earnings, cash flow and debt
reduction targets are met.  In particular, an upgrade would
require free cash flow plus 2/3rds rent to adjusted debt to
approach 10%, and fixed charge coverage to exceed 3 times, on a
sustainable basis.

The B2 ratings on Butler's senior secured first lien revolving
credit and term loan facilities reflect their priority in the
capital structure as supported by subsidiary company guarantees
and by first lien collateral pledges comprising substantially all
of the domestic assets of the borrowers and guarantors (including
capital stock) and 65% of capital stock of first tier foreign
subsidiaries.  Despite these benefits, the senior secured first
lien facilities are rated at the same level as the senior implied
rating (B2) due to limited tangible asset coverage and because
they represent the majority of the debt capital structure.

The senior secured second lien term loan benefits from the same
guarantees as the first lien debt and will be secured by perfected
second priority liens on the assets backing the first lien debt.
The second lien debt is rated Caa1, two notches below the senior
implied rating, reflecting effective subordination to a material
amount of first lien debt, as well as the fact that tangible asset
coverage is unlikely to provide meaningful principal recovery for
this debt class in a distressed scenario.

Created by the recently announced combination of W.A. Butler
Company, LLC and Burns Veterinary Supply, Inc., Butler Animal
Health Holding Company, LLC is the leading distributor of
companion animal healthcare products in the U.S. The company will
be headquartered in Dublin, Ohio.  Fiscal 2004 pro forma sales for
the combined entity were about $445 million.


CHIQUITA BRANDS: Investigation Delays Fresh Express Purchase
------------------------------------------------------------
Chiquita Brands International Inc. intends to purchase Fresh
Express for $855 million.  The move is aimed to lessen Chiquita's
reliance on banana sales.  The acquisition when completed would
put Chiquita ahead in the bagged salad market.  The deal would
also give Chiquita a bigger presence in the fresh-cut fruit
market, reports Joe Kay at the Associated Press.

Spokesman Mike Mitchell told Mr. Kay that the proposed acquisition
is currently on hold due to the Company's investigation of
unspecified employees' conduct.  Mr. Mitchell adds Chiquita also
needs more time to evaluate legal matters regarding the deal's
financing.  Mr. Mitchell discloses Chiquita intends to close the
sale in the second quarter of this year.

Mr. Mitchell declined to say anything more on the investigation of
employees' conduct, relates Mr. Kay.  Specifics will be provided
when Chiquita will file its quarterly report on May 10.

The purchase of Fresh Express is expected to make Chiquita's
reliance on banana sales to be reduced to 42% from 56%.  The
acquisition will add about $1 billion of revenues and $91 million
of adjusted EBITDA to Chiquita's $3 billion 2004 revenue base and
$172 million of adjusted 2004 EBITDA.

                       About Fresh Express

Headquartered in Salinas Valley, California, Fresh Express
controls about 40% of an estimated $2.7 billion market for
packaged salads.

Acquired in 2001 by Performance Food Group, the highly regarded
Fortune 500 distributor and fresh foods company, Fresh Express
continues to lead the fresh-cut category not only in market share,
but also in product innovation, technical advancements, food
safety and success-driven customer partnerships with the nation's
most respected and recognized retail grocery, foodservice and
restaurant brands.

                         About Chiquita

Chiquita Brands International, Inc., is a leading international
marketer, producer and distributor of high-quality bananas and
other fresh produce, which are sold under Chiquita(R) premium
brands and related trademarks.  The company is one of the largest
banana producers in the world and a major supplier of bananas in
Europe and North America.  The company also distributes and
markets fresh-cut fruit and other branded, value-added fruit
products.  Additional information is available at
http://www.chiquita.com/

                             *    *    *

As previously reported in the Troubled Company Reporter on
Apr. 5, 2005, Moody's Investors Service assigned a B1 rating to
Chiquita Brands LLC's proposed new senior secured credit
facilities.  Moody's also assigned a B3 rating to the planned $150
million senior unsecured notes of Chiquita Brands International,
Inc. (CBII, the holding company), downgraded CBII's existing
senior unsecured notes to B3 from B2, and downgraded Chiquita's
senior implied rating to B2 from B1.  The ratings outlook is
stable.

These ratings actions conclude Moody's review of Chiquita's
ratings, which was initiated on February 24, 2005, after the
company's announcement that it intended to acquire the Fresh
Express unit of Performance Food Group Company for $855 million in
cash (approximately 9.4x Fresh Express' adjusted 2004 EBITDA).
Proceeds from the proposed credit facilities, along with $50
million of debt secured by ships, $75 million of planned perpetual
convertible preferred stock, and cash on hand will fund the
acquisition of Fresh Express.

The ratings recognize that the addition of Fresh Express provides
important diversification to Chiquita's business, but also takes
into account the significant cost of the acquisition, its largely
debt funding, the consequent increase in financial leverage, the
challenges in integrating the new business, which will increase
Chiquita's sales by a third, and the continuing sensitivity of
Chiquita's earnings and cash flow to the regulatory regime for
banana imports in Europe, which will be modified by 2006.  The
specific regulatory changes in Europe are not yet agreed, and the
extent of potential negative impact on Chiquita's profitability is
uncertain but could be significant.

Moody's ratings actions were:

Chiquita Brands LLC:

    i) $150 million senior secured revolving credit, maturing 2010
       -- B1 assigned;

   ii) $125 million senior secured term loan A, maturing 2010
       -- B1 assigned; and

  iii) $375 million senior secured term loan B, maturing 2012
       -- B1 assigned.

Chiquita Brands International Inc.:

   i) $150 million senior unsecured notes, due 2015 -- B3
      assigned;

  ii) $250 million 7.5% senior unsecured notes, due 2014 -- to B3
      from B2;

iii) Unsecured issuer rating -- to B3 from B2;

  iv) Senior implied rating -- to B2 from B1; and

   v) Ratings outlook -- stable.

Moody's does not rate Chiquita Brands LLC's existing $150 million
secured credit facility, secured shipping loans ($133 million pro
forma after the Fresh Express acquisition), or the proposed
$75 million of CBII perpetual convertible preferred stock.


CHYPS CBO: Fitch Lowers $55.9 Million Notes Two Notches to CC
-------------------------------------------------------------
Fitch Ratings has affirmed one and downgraded one class of notes
issued by CHYPS CBO 1999-1, Ltd.  These rating actions are
effective immediately:

      -- $66,589,714 class A-2 affirmed at 'AAA';
      -- $55,851,485 class A-3 downgraded to 'CC' from 'CCC';
      -- $13,000,000 class B-1 remains at 'C';
      -- $18,000,000 class B-2 remains at 'C'.

CHYPS CBO 1999-1, Ltd. (CHYPS 1999-1) is a collateralized bond
obligation -- CBO -- managed by Delaware Investment Advisors which
closed Jan. 7, 1999.  The collateral supporting CHYPS 1999-1 is
composed of predominantly high yield bonds.  CHYPS CBO is in its
amortization period, whereby trading is restricted to the sale of
defaulted and credit risk/credit improved securities.  The class
A-2 notes are insured for interest and principal by Financial
Security Assurance Inc. -- FSA, currently rated 'AAA' by Fitch.
Included in this review, Fitch discussed the current state of the
portfolio with the asset manager.  In addition, Fitch conducted
cash flow modeling utilizing various default timing and interest
rate scenarios.

Since the last rating action on March 10, 2004, the collateral has
continued to deteriorate.  The weighted average rating has
decreased to approximately 'CCC-' from 'CCC', which includes
defaulted assets representing approximately 30.6% of the $99.5
million of total collateral.

The class A overcollateralization -- OC -- ratio has decreased to
57.5% as of the most recent trustee report, dated March 2, 2005,
from 75.6% as of Feb. 2, 2004.  As a result of the OC test
failure, any excess interest after paying the class A-3 notes is
applied to redeem the senior notes.  On the last payment date,
approximately $2.5 million of interest proceeds was applied to
redeem senior notes.  While the class A-3 notes are anticipated to
receive future payments through the interest waterfall, it is
unlikely that these notes will receive any payments, other than
interest shortfall payments, through the principal waterfall.

As a result of this analysis, Fitch has determined that the 'CCC'
ratings assigned to the Class A-3 notes no longer reflect the
current risk to noteholders.  The class B notes are not expected
to receive any future cash flow.

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


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


CLONES SOCIETY: Files for Bankruptcy Protection in Canada
---------------------------------------------------------
Route1 Inc. (TSXV:ROI), the sole shareholder of The Clones
Society, Inc., decided to cease all operations of TCS imminently.
TCS filed a voluntary assignment in bankruptcy on April 26, 2005.
Raymond Chabot Inc. was appointed to act as trustee in the
Debtor's bankruptcy proceedings.  Route1 assumed sole ownership of
the company when it amalgamated with The Prospectus Group in
October 2004.

"This decision completes our efforts to shed all historic business
units from Prospectus Group," said Andrew White, Chief Executive
Officer, Route1.  "The Prospectus businesses were a financial
burden and not core to our business strategy."

Earlier this year Route1 elected to sell its Hypernet Inc.
subsidiary to a management led group, in a deal whereby the group
assumed sole ownership of the company and its sizeable financial
liabilities.  Route1 was unable to find a buyer for The Clones
Society.

Route1, Inc. -- http://www.route1.com/-- was founded with the
vision of mobilizing the desktop PC.  Drawing on years of
experience in secure wireless applications, Route1 is bridging the
gap between business needs and technology's limitations to deliver
its Mobi family of products.  The Company is listed on the TSX
Venture Exchange and is headquartered in Toronto, Ontario with
offices in New York, New York.

The Clones Society, Inc., is an Ottawa-based provider of build-to-
order computers, peripherals and services.


CONE MILLS: Court Confirms Chapter 11 Plan of Liquidation
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
the Second Amended Chapter 11 Plan of Liquidation filed on Aug.
20, 2004, by Cone Mills Corporation and its debtor-affiliates.

The Court set May 14, 2005, as the deadline for Cone Mills'
creditors holding administrative claims to file proofs of those
claims.

Any party wishing to obtain a copy of the confirmation order at
its own expense must send a written request to:

          Young Conaway Stargatt & Taylor LLP
          Attn: Pauline K. Morgan, Esq.
          17th Floor, The Brandywine Building
          1000 West Street
          P.O. Box 391
          Wilmington, Delaware 19899-0391

The confirmation order can also be found at the Court's Web site
http://www.deb.uscourts.gov/and is on file with the Clerk of the
Bankruptcy Court at 6th Floor, 824 Market Street in Wilmington.

                            About the Plan

Under the Plan, Holders of Allowed General Unsecured Claims of
less than $1,000,000 (including any Holder that elects on its
Ballot to reduce its claim to $1,000,000) are projected to receive
a cash distribution of 5% of the amount of their allowed claim on
account of Class 3 Trade and Employee Claim classification and
treatment.  Holders of Allowed General Unsecured Claims in Class 8
(comprised primarily of the secured creditors' deficiency claims)
are projected to receive an estimated 1.6% to 2.2% recovery.

The Official Committee of Unsecured Creditors supported the Plan
despite the modest distribution.  The Committee concluded that a
chapter 7 liquidation might yield nothing for the unsecured
creditors.   The secured creditors made concessions to allow some
recovery by unsecured creditors.

Headquartered in Greensboro, North Carolina, Cone Mills Corp. --
http://www.cone.com/-- is one of the leading denim manufacturers
in North America and also produces fabrics and operates a
commission finishing business.  The Company and its debtor-
affiliates filed for chapter 11 protection on September 24, 2003
(Bankr. Del. Case No. 03-12944).  Cone Mills filed a Chapter 11
Liquidation Plan following a sale of substantially all of the
company's assets to WL Ross & Co. in March 2004, for $46 million
plus assumption of certain liabilities.  WL Ross, in turn, merged
Cone Mills' assets with Burlington Industries' assets to form
International Textile Group.  Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor represents the Debtors.  When the
Company filed for protection from its creditors, it listed
$318,262,000 in total assets and $224,809,000 in total debts.


CONTINENTAL AIRLINES: Posts $184 Million Net Loss in First Quarter
------------------------------------------------------------------
Continental Airlines (NYSE: CAL) reported a first quarter 2005 net
loss of $184 million, including a net special gain of $8 million
related to the company's defined benefit pension plan.  Excluding
the special items, Continental recorded a net loss of $192 million
for the quarter, which compares favorably to the First Call mean
estimate of $3.10 loss per share.

Extraordinarily high fuel prices and weak domestic yields continue
to adversely impact results despite cost reduction efforts and
recent fare increases in some domestic markets.  Mainline fuel
costs for the quarter increased $137 million over the first
quarter of 2004, primarily due to a 39.5-percent increase in fuel
prices compared to the same period last year.  The price of West
Texas Intermediate crude oil continued to trade at record levels
during the quarter, closing at a peak of $56.72 per barrel on
March 18, 2005.

During the quarter, Continental's pilots, mechanics, dispatchers
and simulator engineers ratified new collective bargaining
agreements with the carrier.  Changes to wages, work rules and
benefits were also finalized with U.S.-based management and
clerical, reservations, food services, airport, cargo, and
customer service and certain international employees.  Continental
expects to achieve approximately $418 million of savings on an
annual basis from these pay and benefit cuts and work rule changes
when they are fully implemented.  The company continues to work
with the flight attendants, the only domestic group that did not
ratify their agreement, along with Continental Micronesia
employees and the remaining international work groups, to reach
agreements on pay and benefit reductions.

As a result of the ratifications, Continental issued to all
domestic employees, other than flight attendants and officers,
stock options for approximately 8.7 million shares of
Continental's common stock with an exercise price of $11.89 per
share.  These options represent approximately 13 percent of the
currently outstanding shares of common stock.

"While we lost money in the first quarter, I appreciate the
commitment shown by my co-workers who took painful yet necessary
action to quickly ratify new agreements," said Chairman and Chief
Executive Officer Larry Kellner.  "Even though we still have more
work to do, we have made significant progress to move our company
closer to profitability."

                First Quarter Revenue and Capacity

Passenger revenue for the quarter was $2.3 billion, 8.0 percent
higher than the same period in 2004, due to increased capacity and
fares on international flights and more regional flying.
Consolidated revenue passenger miles (RPMs) for the quarter
increased 11.4 percent year-over-year on a capacity increase of
4.0 percent, which produced a record consolidated load factor for
the quarter of 76.8 percent, up 5.1 points over the same period in
2004. Consolidated yield declined 3.1 percent year-over-year.
Consolidated passenger revenue per available seat mile (RASM) for
the quarter increased 3.8 percent year-over-year due to record
high load factors, partly as a result of Easter falling in March
this year versus April last year.

Mainline RPMs in the first quarter of 2005 increased 9.8 percent
over the first quarter 2004 on a capacity increase of 2.8 percent.
As a result, mainline load factor was up 4.9 points year-over-year
to 77.5 percent. Continental's mainline yields during the quarter
declined 2.4 percent year-over-year, as the company was forced to
match Delta's domestic pricing structure.

During the quarter, Continental continued to achieve domestic
length-of-haul adjusted yield and passenger RASM premiums to the
industry. International RASM for the quarter improved in all
geographic regions compared to the first quarter of 2004.

                  Operational Accomplishments

Despite record high load factors and severe winter weather,
Continental had relatively few flight cancellations and maintained
a systemwide mainline completion factor of 99.4 percent for the
quarter.  The company recorded a U.S. Department of Transportation
(DOT) on-time arrival rate of 75.8 percent.

"Our solid operational performance and superior product continue
to help us earn a unit revenue premium," said President Jeff
Smisek.  "We are working to ensure that Continental is one of the
survivors as our industry restructures."

During the quarter, Continental received approval from the DOT to
initiate service to Beijing in the People's Republic of China from
its hub at New York/Newark Liberty International Airport.  With
service beginning June 15, 2005, subject to government approval,
Continental will be the only U.S. flag carrier linking the
People's Republic of China with New York, one of the largest
markets between the United States and China.  In April,
Continental also formally submitted an application to the DOT for
approval to operate nonstop flights from Liberty to Shanghai,
China.

Also in April, Continental announced daily nonstop flights between
Liberty and New Delhi, India. Service to New Delhi will begin
Nov. 1, 2005, subject to government approval.

The airline began codesharing with Air France in the quarter,
allowing Continental customers to more easily access 12 additional
destinations in Europe and the Middle East on flights operated by
Air France from Charles de Gaulle airport in Paris.

In January, international travelers on Continental began arriving
at a new international arrivals building at the airline's Houston
hub at Bush Intercontinental Airport.  The building features the
largest and most modern federal inspection facility in the U.S.

                 First Quarter Financial Results

Continental's mainline cost per available seat mile (CASM)
increased 6.1 percent in the first quarter compared to the same
period last year, primarily due to record high fuel prices.  CASM
increased 0.4 percent excluding special items and holding fuel
rate constant.

"The Continental team continued to keep its focus on controlling
the costs that we have the ability to reduce," said Executive Vice
President and Chief Financial Officer Jeff Misner.  "While we're
not done, we appreciate our co-workers' efforts as well as their
personal sacrifice and look forward to getting all our cost
savings initiatives implemented."

The airline industry continues to suffer from the relentless
burden of excessive fees and non-income related taxes.  In the
first quarter of 2005, Continental incurred $265 million in fees
and non-income related taxes charged on passenger tickets by
various governmental entities, up 9.5 percent year-over-year.

In connection with the pay and benefit reductions, the company's
previously announced enhanced profit-sharing program became
effective for all employees participating in the reductions,
except director level employees and officers.  The program creates
a much larger profit-sharing pool for employees than the old
profit-sharing plan and is the best in the industry.

With the unions' decision to implement their ratified agreements,
Continental was able to confirm its previously announced Boeing
order.  The company expects to take delivery of eight leased 757-
300s starting this summer and has accelerated the delivery of six
Boeing 737-800s into 2006.  Beginning in 2009, Continental plans
to acquire the first of 10 Boeing 787 aircraft. The company
retired its remaining two MD-80 aircraft in January.

Continental continues to improve the fuel efficiency of its fleet,
having completed the installation of winglets on 35 737-800s to
date.  Winglets produce up to a 5-percent reduction in fuel burn
and provide additional range.

During the quarter, Continental recorded a net special gain of $8
million related to the company's defined benefit pension plan,
consisting of a $51 million gain from the contribution of
ExpressJet stock to Continental's defined benefit pension plan and
a curtailment charge of $43 million related to the freezing of the
portion of the company's defined benefit pension plan attributable
to pilots.

Continental ended the first quarter with approximately
$1.38 billion in unrestricted cash and short-term investments.

Continental Airlines -- http://continental.com/-- is the world's
sixth-largest airline, serving 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
serving nearly 200 additional points via codeshare partner
airlines.  With 42,000 mainline employees, the airline has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 51 million passengers per year.  FORTUNE ranks
Continental one of the 100 Best Companies to Work For in America,
an honor it has earned for six consecutive years.  FORTUNE also
ranks Continental as the top airline in its Most Admired Global
Companies in 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services lowered its ratings on selected
enhanced equipment trust certificates (EETCs) of Continental
Airlines Inc. (B/Negative/B-3) as part of an industrywide review
of aircraft-backed debt.  Those and EETC ratings that were
affirmed were removed from CreditWatch, where they were placed
with negative implications Feb. 24, 2005.

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

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Standard & Poor's Ratings Services placed its single-B ratings on
Continental Airlines Inc. equipment trust certificates and
enhanced equipment trust certificates on CreditWatch with negative
implications.  S&P's rating action does not affect issues that are
supported by bond insurance policies.

"The CreditWatch review is prompted by Standard & Poor's concern
that a prolonged difficult airline industry environment,
characterized by high fuel prices, excess capacity, and intense
price competition in the domestic market, has weakened the
financial condition of almost all U.S. airlines and increased
the risk of widespread simultaneous bankruptcies," said Standard &
Poor's credit analyst Philip Baggaley.


CREDIT SUISSE: S&P Lifts Low-B Ratings on Six Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
B, C, D, E, F, G, H, J, K, and L of Credit Suisse First Boston
Mortgage Securities Corp.'s commercial mortgage pass-through
certificates series 2001-CKN5.  Concurrently, all other
outstanding ratings from this transaction are affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.

As of April 2005, the trust collateral consisted of 193 commercial
mortgages with an outstanding balance of $1.017 billion, down from
195 loans totaling $1.073 billion at issuance.  The pool has paid
down by 5.15%.  The master servicer, KeyBank Real Estate Capital
(KeyBank), reported partial-year 2004 or full-year 2003 net cash
flow debt service coverage ratios (DSCRs) for 90.9% of the pool.
Loans secured by cooperative housing corporations (co-ops),
account for 14.04% of the pool.  Three loans totaling $98.3
million, or 9.7% of the pool, have been defeased.  Based on this
information, and excluding defeasance and co-ops, Standard &
Poor's calculated a pool DSCR of 1.27x, down from 1.37x at
issuance.

The current weighted average DSCR for the top 10 loans, which
comprise 31.5% of the pool, declined to 1.35x from 1.66x at
issuance.  This calculation is skewed downward by the largest
loan, Ocean Towers Building, which is secured by a luxury co-op in
Santa Monica, California that is across the street from the
Pacific Ocean.  It has a DSCR near break even, which is normal for
this type of collateral.  There was $8.5 million in reserves set
aside at closing that has been substantially drawn down for
completion of renovations at the property.

Due to the completion of the renovation work, the co-op ordered a
new appraisal in November 2004 that indicated a co-op value of
$312.5 million.  This is a significant increase in value from the
November 2000 appraisal at securitization, which indicated a co-op
value of $230 million.  This property continues to exhibit low
leverage and credit characteristics consistent with a loan rated
'AA+'.

There are five loans, with a combined balance of $41.04 million,
or 4.03% of the pool, that are with the special servicer, KeyBank.
Three are secured by multifamily properties and two are secured by
office properties.  Three of the loans are in foreclosure and two
are 90-plus days delinquent.  Significant loans are discussed
below.

The two largest specially serviced assets, Sterling University
Grove and Sterling University Meadows, have a combined balance of
$28.4 million (2.8%).  Both loans are currently 90-plus days
delinquent and are secured by student housing. The Meadows
property is located in Mount Pleasant, Michigan and serves the
Central Michigan State University market.  The Grove property is
located in Tallahassee, Florida and serves the Florida State
University market.  Both properties are operating just below
break-even and are listed for sale.  Some loss is possible upon
disposition.

The remaining three specially serviced assets total $12.6 million
(1.2%) and comprise two suburban office properties with low
occupancies and a class C Dallas multifamily property.  Losses are
expected upon disposition of these assets.

The servicer's watchlist includes 34 loans totaling $141.3 million
(13.9%).  The largest loan on the watchlist (the sixth-largest
loan in the pool), the Alexandria Roselle Street portfolio, is on
the watchlist due to declining performance.  At year-end 2004,
occupancy was 54% and DSCR was 0.74x.   The property is located in
San Diego and lost one tenant due to company consolidation and
another at lease end.  The master servicer reported that the
borrower is confident in its ability to lease the vacant space and
has had more leasing prospects recently.  The borrower attributes
this to increased leasing activity in San Diego, reducing the
amount of available large spaces on the market.

Another loan of concern on the watchlist is Eastgate Marketplace,
which lost a major tenant, Garden Ridge (86% net rentable area),
due to bankruptcy.  However, this loan is the smallest of three
crossed loans.  The other two report DSCRs of 2.10x and 1.59x.
Most of the other loans on the watchlist appear due to low
occupancies, low DSCRs, or upcoming lease expirations, and were
stressed accordingly by Standard & Poor's.

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans.  The expected losses and resultant credit enhancement
levels adequately support the current rating actions.


                          Ratings Raised
          Credit Suisse First Boston Mortgage Securities Corp.
          Commercial mortgage pass-thru certs series 2001-CKN5

                       Rating
                       ------
            Class   To        From      Credit Enhancement
            -----   --        ----      ------------------
            B       AAA       AA                    17.81%
            C       AAA       AA-                   15.97%
            D       AA        A                     13.60%
            E       AA-       A-                    12.54%
            F       A+        BBB+                  11.22%
            G       BBB+      BBB                    9.38%
            H       BBB       BBB-                   8.19%
            J       BBB-      BB+                    6.74%
            K       BB+       BB                     4.77%
            L       BB        BB-                    4.24%

                          Ratings Affirmed
          Credit Suisse First Boston Mortgage Securities Corp.
          Commercial mortgage pass-thru certs series 2001-CKN5

               Class      Rating       Credit Enhancement
               -----      ------       ------------------
               A-2        AAA                      21.50%
               A-3        AAA                      21.50%
               A-4        AAA                      21.50%
               M          B+                        2.92%
               A-X        AAA                         N/A
               A-CP       AAA                         N/A
               A-Y        AAA                         N/A

                  N/A - not applicable.


DIGITAL VIDEO: Losses & Deficit Trigger Going Concern Doubt
-----------------------------------------------------------
Stonefield Josephson, Inc., raised substantial doubt about Digital
Video Systems, Inc.'s (Nasdaq: DVID) ability to continue as a
going concern after it audited the Company's Form 10-K for the
year ended Dec. 31, 2004.  The Company suffered recurring losses
from operations and has a negative working capital and a
stockholders' deficit.

"Our continued existence will depend in large part upon our
ability to successfully secure additional financing to fund future
operations," the Company said in its Annual Report.

DVS Chairman and CEO Tom Spanier commented, "We are taking steps
to address our current financial situation, and we continue to
believe we will be successful."

The Company filed a Registration Statement for a public offering,
which seeks to raise approximately $5 million of equity capital.
The offering has been deferred pending settlement of the
$3,420,000 obligation arising from the legal dispute with its
former chief executive officer, Mali Kuo.  The lawsuit has been
filed in the Superior Court of California, County of Santa Clara,
against Ms. Kuo for breach of fiduciary duties, negligent
performance of employment duties and breach of employment
contracts.

"This offering is a principal element of our plan to move toward
profitable operations," the Company said.  "Even after this
offering, if in the future we are not able to achieve positive
cash flow from operations or to secure additional financing as
needed, we may again experience the risk that we will not be able
to continue our operations.  If we cannot successfully continue as
a going concern, our stockholders may lose their entire
investment."

                        About the Company

Established in 1992, Digital Video Systems, Inc. --
http://www.dvsystems.com/-- is a publicly held company
specializing in the development and application of digital video
technologies enabling the convergence of data, digital audio,
digital video and high-end graphics.  DVS is headquartered in Palo
Alto, California, with subsidiaries and manufacturing facilities
in South Korea and China and a subsidiary in India.


DMX MUSIC: Court Okays Sale Procedures & Auction Set for May 9
--------------------------------------------------------------
DMX MUSIC, Inc., and its debtor affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware of uniform bidding procedures, sale procedures and
overbid protections in connection with the sale of substantially
all of the company's domestic operating assets of equity interests
in certain foreign subsidiaries.

                         Sale of Assets

As previously reported in the Troubled Company Reporter, THP
Capstar, Inc., has offered $75 million to purchase these assets
and has signed an Asset Purchase Agreement.  The Debtors tell the
Bankruptcy Court that a prompt sale is critical in order to
maintain the going concern value of their operations.

The Debtors will pay a $2,250,000 break-up fee and reimburse THP
Capstar for its expenses in the event a competing bidder tops THP
Capstar's offer.  The Debtors argue that this bid protection is:

   (a) an actual and necessary cost and expense of preserving
       Debtors' estates,

   (b) of substantial benefit to Debtors' estate,

   (c) reasonable and appropriate, in light of:

       1.  the size and nature of the proposed sale under the
           Asset Purchase Agreement,

       2.  the substantial efforts that have been and will be
           expended by THP Capstar, and

       3.  the benefits THP Capstar has provided to Debtors'
           estates and creditors and all parties in interest,
           notwithstanding that the proposed sale is subject to
           higher and better offers,

   (d) necessary to ensure that THP Capstar will continue to
       pursue its proposed acquisition of the Assets.

The Debtors want the payment of fees approved because:

   (a) the protections afforded to THP by the fees were material
       inducements for, and express conditions of, THP's
       willingness to enter into the purchase agreement, and

   (b) THP is unwilling to hold open its offer to acquire the
       assets unless it is assured of the payment of the fees.

                      Auction & Sale Hearing

The Deadline for submission of qualified bids is 5:00 p.m., on
May 6, 2005.  The Debtors will conduct an Auction at 1:00 p.m., on
May 9, 2005, at the offices of Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., 919 North Market Street, 16th Floor, in
Wilmington, Delaware.  Bids must be in writing and submitted to:

   (a) Counsel to the Debtors:
       Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.
       10100 Santa Monica Boulevard, 11th Floor
       Los Angeles, CA 90067
       Attn: Brad Godshall, Esq.

               -- and --

       Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.
       919 North Market Street, 16th Floor
       Wilmington, DE 19801
       Attn: Laura Davis Jones, Esq.

   (b) Debtors' Financial Advisors:
       Giuliani Capital Advisors LLC
       725 South Figueroa Street, Suite 431
       Los Angeles, CA 90017
       Attn: Marc Bilbao

   (c) Counsel to Official Committee of Unsecured Creditors:
       Drinker Biddle & Reath LLP
       500 Campus Drive
       Florham Park, NJ 07932-1047
       Attn: Robert K. Malone, Esq.

               -- and --

       Drinker Biddle & Reath LLP
       1100 North Market Street, Suite 1000
       Wilmington, DE 19801
       Attn: Andrew C. Kassner

   (d) Counsel to Royal Bank of Canada, as DIP Agent:
       Latham & Watkins
       Sears Tower, Suite 5800
       Chicago, IL 60606
       Attn: Richard Levy

   (e) Counsel for THP Capstar:
       Vinson & Elkins, L.L.P.
       2001 Ross Avenue
       3700 Trammel Crow Center
       Dallas, TX 75201
       Attn: Paul E. Heath

               -- and --

       Morris, Nichols, Arsht & Tunnell
       1201 North Market Street
       P.O. Box 1347
       Wilmington, DE 19899-1347

   (f) The United States Trustee:
       Office of the United States Trustee
       844 King Street, Suite 2313
       Lockbox 35
       Wilmington, DE 19801

The initial bid for all or substantially all assets under the
purchase agreement by a qualified bidder, other than THP, will be
$75 million, an amount equal to the purchase price of THP plus:

   (a) $2,250,000 equal to the break-up fee, and
   (b) $100,000.

Any overbid must be in increments of at least $100,000.

The bidder must tender a good faith deposit in the form of an
electronic wire transfer or a certified check in the amount of the
lesser of:

   (a) 10% of the proposed purchased price of the assets bid upon,
       and

   (b) $3,500,000,

A Sale Hearing is set at 1:00 p.m., on May 10, 2005.

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


DRUGMAX INC: Losses Prompt Auditors to Raise Going Concern Doubt
----------------------------------------------------------------
DrugMax, Inc.'s Senior Credit Facility contains certain covenants
that limit the way the Company conducts business.  The Company
violated certain of these covenants as of January 1, 2005, and as
of that date, the lender could demand immediate repayment in full.
In December 2004, DrugMax entered into a new secured Senior Credit
Facility providing up to $65 million of financing.  At January 1,
2005, the Senior Credit Facility had an outstanding principal
balance of $32.9 million.  The Facility's debt covenants require
DrugMax to meet financial covenants, and imposes other limitations
upon DrugMax that may limit the Company's flexibility in planning
for and reacting to changes in its business, including its ability
to obtain additional financing for working capital, capital
expenditures, acquisitions, general corporate and other purposes.

Failure to meet the debt covenants could result in acceleration of
the debt.  Also, because Company borrowings under the Senior
Credit Facility are secured by liens on substantially all of the
Company's assets and the assets of its subsidiaries, and the
Company is in default under the Senior Credit Facility, its
secured creditor could foreclose upon all, or substantially all,
of the Company's assets and the assets of its subsidiaries.
DrugMax violated certain of these covenants as of January 1, 2005,
including the EBITDA and net worth financial covenants, and other
covenants, and as of such date were, in default on this
obligation.  As of April 15, 2005, DrugMax had not yet received an
amendment waiving covenant violations.  Management expects to
receive an amendment during the second quarter of 2005.  However,
there is no assurance that the lender will waive the violation and
the lender could demand repayment of the $32.9 million outstanding
as of January 1, 2005, and could foreclose upon all, or
substantially all, Company assets and the assets of its
subsidiaries.  DrugMax currently does not have the ability to
repay its indebtedness if the lender demands repayment, and
further, it cannot assure that, if the need arises, the Company
will be able to obtain additional financing, or to refinance its
indebtedness on terms acceptable to it, if at all.  Any such
failure to obtain financing could have a material adverse effect
on its business, results of operations and financial condition.

Not only is the Company in default on its Senior Credit Facility,
it has a history of losses.  DrugMax incurred net losses of $39.8
million, $12.2 million and $10.1 million for the years ended
January 1, 2005, December 27, 2003 and December 28, 2002,
respectively.

                     Going Concern Doubt

The Company's independent registered public accounting firm,
Deloitte & Touche LLP, has issued an opinion with an explanatory
paragraph discussing the substantial doubt about DrugMax' ability
to continue as a going concern for fiscal year January 1, 2005.
The opinion from the independent registered public accounting firm
on DrugMax' consolidated financial statements as of January 1,
2005 and December 27, 2003, and for each of the three years in the
period ended January 1, 2005 was modified with respect to the
substantial doubt surrounding the Company's ability to continue as
a going concern.

                    Credit Facility Amended

On March 22, 2005, DrugMax entered into the first amendment to the
Senior Credit Facility.  The March 2005 Amendment provided for an
increase in the reduction of permanent availability from $5.5
million to $7.5 million and allowed the Company to convert $23.0
million in accounts payable owed to ABDC (after having repaid
$6,000,000 on March 23, 2005 in connection with the closing of a
new vendor supply agreement) into:

   (a) a subordinated convertible debenture in the original
       principal amount of $11.5 million and

   (b) a subordinated promissory note in the original principal
       amount of $11.5 million.

The Subordinated Debenture and Subordinated Note are guaranteed by
DrugMax and certain of DrugMax' subsidiaries, including Valley
Drug Company, Valley Drug Company South, Familymeds, Inc. and
Familymeds Holdings, Inc., pursuant to Continuing Guaranty
Agreements dated as of March 21, 2005.  The Company also entered
into a subordinated security agreement dated as of March 21, 2005,
pursuant to which it agreed that upon the occurrence of certain
defaults and the passage of applicable cure periods it shall be
deemed at that point to have granted to ABDC a springing lien
upon, and a security interest in, substantially all of DrugMax'
assets to secure the Subordinated Debenture and the Subordinated
Note.  Should this occur, the Company shall be deemed in default
of its Senior Credit Facility.  However, pursuant to a
subordination agreement dated March 21, 2005, ABDC has agreed to
subordinate the Subordinated Debenture, the Subordinated Note, the
Guarantees and the Security Agreement to all "Senior Debt".
Senior Debt consists of all senior indebtedness now, or hereafter,
owing, including indebtedness under the Senior Credit Facility and
any debt incurred by the Company to replace, or refinance, such
debt.

DrugMax, Inc., is a specialty pharmacy and drug distribution
provider formed by the merger on November 12, 2004 of DrugMax,
Inc. and Familymeds Group, Inc.  The Company works closely with
doctors, patients, managed care providers, medical centers and
employers to improve patient outcomes while delivering low cost
and effective healthcare solutions.  It is focused on building an
integrated specialty drug distribution platform through its drug
distribution operations and its specialty pharmacy operations.


E*TRADE FIN'L: Earns $92 Million of Net Income in First Quarter
---------------------------------------------------------------
E*TRADE FINANCIAL Corporation (NYSE: ET) reported results for its
first quarter ended March 31, 2005, reporting net income of
$92.0 million, compared to net income of $89.8 million in the
prior quarter and $88.5 million in the same quarter a year ago.
Net revenue for the first quarter totaled $420.3 million, a 3
percent increase over the prior quarter and a 5 percent increase
over the year ago period, achieving a new quarterly record.  The
Company also reported record consolidated operating income of
$135 million, a 22 percent increase over the prior quarter and a
14 percent increase over the year ago period.

"The strength of our first quarter results again proves the power
and flexibility of our integrated business model," said Mitchell
H. Caplan, Chief Executive Officer, E*TRADE FINANCIAL Corporation.
"We generated record quarterly revenue and consolidated operating
income amid an uncertain economic environment.  By focusing on
operational efficiencies and leverage points within -- and between
-- our retail and institutional segments, we continue to create
franchise value."

As previously announced, the Company is changing its segment
reporting structure to reflect its customer-centric focus
beginning with today's release of its first quarter results.
Segment results will now be reported as retail and institutional
as opposed to the previous structure of bank and brokerage.  "We
are now measuring and reporting our performance as it relates to
the Company's key customer segments," said R. Jarrett Lilien,
President and Chief Operating Officer, E*TRADE FINANCIAL
Corporation.  "Customer-centric management allows us to more
effectively understand the dimensions of customer satisfaction
while measuring our success in growing revenue per customer,
profits per customer and overall customer engagement."

    Other selected highlights from the first quarter of 2005:

   -- Added 192,000 gross new retail accounts, with 134,000 in
      trading/investing and 58,000 in deposit/lending accounts

   -- Increased products per customer 12 percent to 1.9 from 1.7
      a year ago and total segment income per customer by 13
      percent to $47 from $41 a year ago

   -- Lowered online stock and options commissions from $19.99 to
      $14.99 for customers with less than $50,000 in combined
      assets or less than 5 trades per month and eliminated the $3
      order handling fee

   -- Reduced online stock and options commissions to $11.99 from
      $12.99 for clients with over $50,000 in combined assets and
      less than 5 trades per month

   -- Created two additional pricing tiers for Active Traders
      ranging from $6.99 to $9.99 for stock and options
      commissions based on activity qualifications

   -- Increased annual yield on Money Market Checking and Sweep
      Deposit Accounts to as much as 2.50% APY and 1.00% APY,
      respectively, based on balance qualifications

   -- Began initial phase of E*TRADE Complete rollout, upgrading
      50,000 accounts

   -- Announced Digital Security ID program, a ground-breaking,
      two-factor authentication solution for customers to prevent
      unauthorized account access

   -- Repurchased approximately 2.5 million outstanding shares for
      $32.5 million

Historical monthly metric data from January 2003 to March 2005 can
be found on the E*TRADE FINANCIAL investor relations site at
http://www.etrade.com/

                        About the Company

The E*TRADE FINANCIAL family of companies provides financial
services including trading, investing, banking and lending for
retail and institutional customers.  Securities products and
services are offered by E*TRADE Securities LLC (Member NASD/SIPC).
Bank and lending products and services are offered by E*TRADE
Bank, a Federal savings bank, Member FDIC, or its subsidiaries.

                         *     *     *

As reported in the Troubled Company Reporter on Jan 21, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' long-term
counterparty rating on E*TRADE Financial Corp.  E*TRADE Bank's
counterparty ratings were affirmed at 'BB/B.'


ENERGEM RESOURCES: Intends to File Q1 Financials on April 29
------------------------------------------------------------
Energem Resources Inc. was not able to file its audited financial
statements for its fiscal year ended Nov. 30, 2004, or its interim
financial statements for the first quarter ended Feb. 28, 2005, on
the Apr. 19, 2005, and Apr. 14, 2005, filing deadlines.

The Company has undergone significant change and growth during the
past year and has become involved in a number of new African
jurisdictions from where certain data and information must be
derived for the first time.  This has proved more onerous than
expected and has caused some unexpected delay in providing
information for audit.

No other difficulties have been experienced by the Company in
producing its financial statements.

As a result, the Company's auditor had informed the Company that
the auditor would not be in a position to complete the reviews and
related report for the Annual Financial Statements by April 19,
2005.

The Company's auditor is dependent upon supporting information to
be provided by other independent accounting firms regarding the
Company's operations in various countries in Africa and these
independent accounting firms have not yet been able to provide all
of the required supporting information to the Company's auditor.
The Company is furthermore unable to file its First Quarter
Financial Statements until completion of its Annual Financial
Statements.

The Company expects to file both the Annual Financial Statements
and the First Quarter Financial Statements by Friday, April 29,
2005.

                    Issuer Cease Trade Order

The securities commission or regulators may impose an issuer cease
trade order if the Annual Financial Statements are not filed by
June 19, 2005, and the First Quarter Statements are not filed by
June 14, 2005.  An issuer CTO may be imposed sooner if the Company
fails to file its Default Status Reports on time.

The Company intends to satisfy the provisions of the default
status reports of (the) CSA Staff Notice 57-301 as long as it
remains in default of the financial statement filing requirements
by issuing, during the period of default, a Default Status Report
on a bi-weekly basis.

The Company advises that it is not subject to any insolvency
proceeding.

The Company advises that there is no other material information
concerning the affairs of the Company that has not been generally
disclosed.

                        About the Company

Energem Resources Inc. is a natural resources company listed on
the Toronto Stock Exchange with projects in the energy and mining
sectors in a number of African countries. Energem is committed to
developing niche high margin natural resource projects in Africa
and is currently active in 12 countries. Ventures encompass
diamond mining and mineral exploration, mid- and up-stream oil and
gas projects, energy and mining related manufacturing, trading and
trade finance businesses operating off a common logistics platform
and infrastructure. The company has offices and/or logistics and
support infrastructure in Johannesburg, London, Beijing and a
number of African countries.


ENUCLEUS INC: Funding Uncertainty Prompts Going Concern Doubt
-------------------------------------------------------------
eNucleus, Inc., received its final decree from the United States
Bankruptcy Court for the Northern District of Illinois on
November 6, 2003, successfully concluding the Company's
restructuring and emergence from bankruptcy.  Although the Plan
resulted in a substantial reduction in debt, further improvements
in the Company's liquidity position will be subject to the success
of initiatives it is undertaking to increase sales and reduce
operating expenses.

As shown in the results of operations, eNucleus had net income of
$0.445 million, of which approximately $0.792 million, relates to
non-cash charges for stock based compensation and expenses,
bankruptcy related expenses and depreciation and amortization
charges.  During 2003, the Company incurred a net loss of
$3.5 million for the year ending December 31, 2003, of which $3.05
million was related to its restructuring and closing of its data
center.

The comparison of income and expenses for the years ended
December 31, 2004 and December 31, 2003 are shown below:

                         Year-Ended                Year-Ended
                        Dec. 31, 2004      %      Dec. 31, 2003      %
                        -------------   -------   -------------   -------
Revenue                    $3,204,456    100.0%        $577,574    100.0%
Operating expenses          2,209,394     69.0%       1,022,313    177.0%
Interest and other income          --        --          10,305      1.8%
Depreciation and
   amortization expense       770,319     24.0%         150,965     26.1%
                        -------------   -------   -------------   -------
Net gain (loss) from
   operations                 224,743      7.0%       (606,009)   -104.9%
Net reorganization expense     21,795      0.7%      1,171,680    1581.3%
Net income from TenderCity   (242,352)    -7.6%          --          --
Write off of goodwill            --        --        1,674,622     289.9%
                        -------------   -------   -------------   -------
Net income (loss)             445,300     13.9%    ($3,452,311)   -597.7%
                        =============   =======   =============   =======

                        Going Concern Doubt

The Company's has indicated that its continued existence is
dependent on its ability to achieve future profitable operations
and its ability to obtain financial support.  The satisfaction of
the Company's cash requirements hereafter will depend in large
part on its ability to successfully generate revenues from
operations and raise capital to fund operations.  There can,
however, be no assurance that sufficient cash will be generated
from operations or that unanticipated events requiring the
expenditure of funds within its existing operations will not
occur.  Management is aggressively pursuing additional sources of
funds, the form of which will vary depending upon prevailing
market and other conditions and may include high-yield financing
vehicles, short or long-term borrowings or the issuance of equity
securities.  There can be no assurances that management's efforts
in these regards will be successful.  Under any of these
scenarios, management believes that the Company's common stock
would likely be subject to substantial dilution to existing
shareholders.  The uncertainty related to these matters and the
Company's bankruptcy status raise substantial doubt about its
ability to continue as a going concern.

eNucleus, Inc., provides proprietary supply chain software
applications, technologies and solutions to SME and Global 1000
companies.  The Company's current software and service
applications span 22 countries in five continents in multiple
languages, and are used by over 50,000 individuals worldwide.


ENVIRONMENTAL ELEMENTS: Hires FTI as Turnaround Consultant
----------------------------------------------------------
Environmental Elements Corporation's (OTC: EECP) Board of
Directors engaged FTI Consulting, Inc., as a turnaround consultant
to assist with its internal evaluation of strategic alternatives.

Lisa Poulin of FTI Palladium Partners will assume the newly
created position of Chief Restructuring Officer effective
immediately.  Ms. Poulin will report directly to EEC's Board and
will have full executive authority to operate the company.

EEC's Board also voted to terminate the registration of its common
stock under the Securities Exchange Act of 1934, as amended.  On
May 13, 2005, the Company will file a Form 15 with the Securities
and Exchange Commission to effect the deregistration of its common
stock.  Upon the filing of the Form 15, the Company's obligations
to file certain reports with the SEC, including Forms 10-K, 10-Q
and 8-K, will immediately cease.  The Company expects the
deregistration to become effective 90 days after filing Form 15
with the SEC.  The Company is eligible to deregister by filing a
Form 15 because it has fewer than 300 holders of record of its
common stock.

Environmental Elements Corporation is a solutions-oriented
provider of innovative technology for plant maintenance services,
air pollution control equipment and complementary products.  The
company has served a broad range of customers in the power
generation, pulp and paper, waste-to-energy, rock products, metal
and petrochemical industries for over 55 years.

As of December 31, 2004, Environmental Elements' equity deficit
widened to $12.095 million from a $10.965 million deficit at
March 31, 2004.


EVANS & SUTHERLAND: Apr. 1 Balance Sheet Upside-Down by $2 Million
------------------------------------------------------------------
Evans & Sutherland Computer Corporation (Nasdaq:ESCC) reported
financial results for the first quarter ended April 1, 2005.

Sales for the first quarter were $13.9 million, down 22.1% from
sales of $17.8 million in the first quarter of 2004.  Net loss was
$6.0 million, or $0.57 per share, compared to a net loss of
$3.0 million, or $0.29 per share, in 2004.

"The first quarter of 2005 was seasonally weak as expected," James
R. Oyler, President and Chief Executive Officer said.  "In
addition, we had significant restructuring expenses in the first
quarter that will lead to lower operating expenses for the
remainder of the year.  Our net cash reached the highest level in
five years, and backlog was nearly unchanged and remains at the
highest level in three years.  The combination of high backlog and
reduced operating expenses after the restructuring will drive
improved results for the remainder of the year.

"We experienced high research and development expenses during the
quarter as we continue to prepare the Evans & Sutherland Laser
Projector (ESLP) for commercial shipments beginning in the third
quarter of this year.  R&D expenses will decline as the ESLP
enters production.

"Based on our continued strong backlog and lower expenses in
future quarters, our overall outlook for a small profit for the
year remains unchanged."

                       About the Company

Evans & Sutherland -- http://www.es.com/-- produces professional
visual systems to create highly realistic images for simulation,
training, engineering, and other applications throughout the
world.  E&S visual systems are used in both military and
commercial systems, as well as planetariums and interactive
theaters.

At Apr. 1, 2005, Evans & Sutherland 's balance sheet showed a
$2,040,000 stockholders' deficit, compared to a $3,763,000 at
Dec. 31, 2004.


FEDERAL-MOGUL: Names Ramzi Hermiz Senior VP for Sealing Systems
---------------------------------------------------------------
President and Chief Executive Officer Jose Maria Alapont disclosed
the appointment of Ramzi Hermiz as senior vice president, Sealing
Systems and a member of the Strategy Board for Federal-Mogul
Corporation (OTCBB:FDMLQ).

"Ramzi brings to Sealing Systems a broad knowledge of the global
marketplace and an outstanding commitment to quality and customer
service," Mr. Alapont said.  "In his new position, he will lead
the future of innovation and technology as well as the development
of the global market base to drive the Sealing Systems profitable
growth strategies worldwide."

Previously vice president of Federal-Mogul's European Aftermarket,
Hermiz joined Federal-Mogul in 1998 when the company purchased
Fel-Pro, Inc. Since then, Mr. Hermiz has held positions of
increasing responsibility, beginning with director, purchasing;
followed by director, pull systems and inventory; and then vice
president, global supply chain management.

Before joining Fel-Pro in 1990, Mr. Hermiz was manager, purchasing
and quality assurance for a manufacturer of residential lighting
and other products. He began his career as a design and product
engineer for a consulting firm serving the heavy-duty construction
industry.

Mr. Hermiz earned a master's degree in business administration
from DePaul University in Chicago, Illinois, and a bachelor's
degree in mechanical engineering from Marquette University in
Milwaukee, Wisconsin.

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: Names Michael Sobieski VP for Ignition & Wipers
--------------------------------------------------------------
Joseph Felicelli, executive vice president, Worldwide Aftermarket
Operations, disclosed the appointment of Michael Sobieski to the
position of vice president, global ignition and wiper products
group for Federal-Mogul Corporation (OTCBB:FDMLQ), effective
immediately.

Mr. Sobieski will be responsible for the global operations of
Champion(R) spark plugs and Anco(R) wiper blades for the
aftermarket, original equipment manufacturing and original
equipment service.

"Mike's global experience in manufacturing and operations in both
the original equipment and aftermarket sectors will support
Federal-Mogul by driving product and service value and increasing
customer satisfaction," said Mr. Felicelli.

Mr. Sobieski, who joined the Federal-Mogul in 1998, most recently
served as Director of European and South African Friction
Operations based in Bad Camberg, Germany.  Prior to that he served
in multiple positions of increasing responsibility including
director of operations, Friction; plant manager at Logansport,
Ind. and Smithville, Tenn.; and engineering and production
manager, Friction.  Previous to joining Federal-Mogul, Mr.
Sobieski worked for Siemens Automotive and Ford Motor Company.

Mr. Sobieski earned a bachelor's degree from West Point and a
master's degree from General Motors Institute, Flint, Mich.

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.


FINOVA CAPITAL: Wants to Clarify Plan Provisions
------------------------------------------------
Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that on November 18, 2003,
December 29, 2004 and March 22, 2005, the U.S. Bankruptcy Court
for the District of Delaware issued orders closing the cases of:

   Debtor                           Case No.       Closing Date
   ------                           --------       ------------
   FINOVA Portfolio Services Inc.    01-0703         11/18/2003
   FINOVA Group, Inc.                01-0697         12/29/2004
   FINOVA (Canada) Capital Corp.     01-0699         12/29/2004
   FINOVA Capital plc                01-0700         12/29/2004
   FINOVA Loan Administration Inc.   01-0701         12/29/2004
   FINOVA Technology Finance, Inc.   01-0704         12/29/2004
   FINOVA Finance Trust              01-0705         12/29/2004
   FINOVA Mezzanine Capital Inc.     01-0702         03/22/2005

Pursuant to each of the Final Decrees, the Court maintained
jurisdiction of, among other things, the enforcement of the
provisions of the Plan and the Confirmation Order, and the entry
of orders in aid of confirmation and consummation of the Plan.

Pursuant to the Plan, the Reorganized Debtors are required to set
aside 5% of their net cash after provisions for payment of
certain obligations and expenses to make distributions to equity
interest in FINOVA Group.  However, the Plan, Mr. Madron says,
prevents distributions to the equity interests under certain
conditions of financial impairment of the Reorganized Debtors.

Because the Reorganized Debtors have determined that there is no
reasonable chance that distributions can be made to equity
interests, FINOVA Capital seeks the Court's authority to:

   (1) cease setting aside 5% of the Available Cash in a separate
       account held for the benefit of the equity interests in
       FINOVA Group; and

   (2) return the Available Cash in a separate account held for
       the benefit of the equity holders in FINOVA Group to the
       Reorganized Debtors for use in their businesses to pay
       expenses, debts and other obligations.

Berkadia, LLC's affiliates, who own 50% of FINOVA Group's equity
interests, would be entitled to half of approximately $57,800,000
in the Segregated Account or $28,900,0000 if dividends were ever
paid.  Nevertheless, FINOVA Group's Board of Directors has
determined that, due to the Reorganized Debtors' financial
prospects, the funds rightfully belong to the creditors, not
equity holders.

                       Indenture Provisions

Pursuant to the Plan, holders of allowed unsecured claims against
FINOVA Capital received, among things, cash equal to 70% of their
allowed claims and 7.5% Senior Secured Notes Maturing 2009 with
Contingent Interest Due 2016 of FINOVA Group in the face amount
of 30% of their allowed claims against FINOVA Capital.

FINOVA Capital entered into an intercompany note with FINOVA
Group to back up payments to be made under the New Senior Notes
and certain obligations to FINOVA Group's equity holders.

Prior to August 21, 2001, the forms of the Indenture and the New
Senior Notes were filed with the Court in a plan supplement that
was incorporated as part of the Plan, pursuant to the
Confirmation Order.

According to Mr. Madron, the terms of the New Senior Notes are
governed by the Indenture between FINOVA Group and The Bank of
New York, as Trustee, dated as August 22, 2001.  The Indenture
provides that after the provision for payment of operating
expenses and certain obligations, FINOVA Group will cause its
subsidiaries, including FINOVA Capital, to use 95% of the
Available Cash to pay principal and interest on the New Senior
Notes and use 5% of the Available Cash to pay dividends to, or
make repurchases of FINOVA Group's equity interests.

The Indenture specifically provides that in the event that the
distribution to or repurchase of equity would be:

     "[an] Impermissible Restricted Payment, the Company [FINOVA
      Group] shall retain such amounts and any such retained
      amounts shall accumulate and shall be used to make
      Restricted Payments at such time or from time to time when
      such Restricted Payments are not Impermissible Restricted
      Payments."

An Impermissible Restricted Payment is defined as:

     "...a Restricted Payment that, if made by the Company or any
      of its Subsidiaries, would (i) render such entity
      insolvent, (ii) be a fraudulent conveyance by such entity
      or (iii) not be permitted to be made by such entity under
      applicable law."

A Restricted Payment is a declaration or distribution of a
dividend or any distribution to, or repurchase of, FINOVA Group's
equity interests.

While the Reorganized Debtors continue to pay their creditors in
a timely manner, FINOVA Group concluded prior to making any
payments on account of the Senior Notes that paying dividends to,
or repurchasing, its equity interests would be Impermissible
Restricted Payments.  Therefore, FINOVA Group caused the 5% of
the Available Cash to be deposited into the Segregated Account.

As of April 1, 2005, there is approximately $57,000,000 in the
Segregated Account.

Mr. Madron reports that, using year-end 2004 figures, on a
consolidated basis, FINOVA Group and its subsidiaries had cash of
just over $480 million and net financial assets worth
approximately $2.187 billion.  Almost half of the financial
assets consist of transportation assets, including many older,
off-lease aircraft, which are generally not desirable to domestic
commercial airlines and have limited prospects of substantially
increasing in value.

The Reorganized Debtors' remaining assets consist of financial
assets, like loans and leases, secured by real estate, equipment
or other property, which have not previously been liquidated.
Because liabilities exceed assets by more than $1,000,000, Mr.
Madron believes that the recovery rate on the remaining financial
assets would have to be approximately 274% to make up for the
shortfall in assets.  Moreover, because the Indenture prohibits
the Reorganized Debtors from engaging in new businesses, they do
not have the ability to "grow" their way out of the current
financial circumstances.

Mr. Madron argues that because FINOVA Group cannot, and has no
reasonable prospect that it will be able to, pay dividends in the
future, there is no purpose in requiring FINOVA Group to hold
the 5% of Available Cash in the Segregated Account.  The amount
should be available to satisfy the Reorganized Debtors' debts.

                  Need to Clarify Plan Provisions

Mr. Madron points out that while the Indenture contemplated that
dividends will be retained if payments would be impermissible
under applicable law, it did not describe what would happen to
the amounts retained by FINOVA Group in the event that FINOVA
Group would never be able to declare and pay dividends.

Therefore, FINOVA Capital seeks clarification of the treatment of
the funds retained by FINOVA Group if there is no reasonable
chance that the retained funds will ever be able to be paid to
FINOVA Group's equity holders.

Mr. Madron assures the Court that FINOVA Group's equity holders
will not be harmed by FINOVA Capital's request because the Plan
contemplates that the 5% of Available Cash would be retained by
FINOVA Group if applicable law prevents FINOVA Group from
declaring or paying dividends from funds in the Segregated
Account.  The Plan's treatment of holders of the New Senior
Notes, Mr. Madron adds, will also not be changed because the Plan
contemplates that they will receive payment on account of the
Notes and that the equity holders will not receive dividends if
these dividends are not permitted under applicable law.

Because the Plan's treatment of the New Senior Notes and FNV
Group's equity will not be changed, Mr. Madron notes that FINOVA
Capital's request does not seek modification of the Plan.

                        Hearing on June 10

The Court will convene a hearing June 10, 2005, to consider
FINOVA Capital's request.  Responses to the request may be filed
no later than June 3.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., represents the Debtors.  FINOVA
has since emerged from Chapter 11 bankruptcy.  Financial giants
Berkshire Hathaway and Leucadia National Corporation (together
doing business as Berkadia) own FINOVA through the almost
$6 billion lent to the commercial finance company.  (Finova
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FORCE PROTECTION: Auditors Raise Going Concern Doubt
----------------------------------------------------
Force Protection Inc. incurred a $10.2 million loss for the year
ended December 31, 2004.  Current assets exceed its current
liabilities by $5.7 million.  Realization of a major portion of
the assets in the Company's balance sheet is dependent upon the
Company's continuing operations, obtaining additional financing,
and the success of its future operations.

According to the Company's independent auditing firm, Jaspers,
Hall, PC (formerly Michael Johnson & Co., LLC) of Denver,
Colorado, on April 8, 2005, "The Company's recurring losses from
operations and its difficulties in generating sufficient cash flow
to meet its obligation and sustain its operations raise
substantial doubt about its ability to continue as a going
concern."

As of December 31, 2004, the Company's cash and cash equivalents
were $2,264,406, compared to $278,777 as of December 31, 2003;
$3,210,136 as of March 31, 2004; $1,311,687 as of June 30, 2004
and $548,781 as of September 30, 2004.  Force Protection's
principal sources of capital have been cash flow from operations
as it relates to the receipt of performance based payments,
warrant exercises, borrowings from G.C. Financial Services and the
sale of common stock.  To date the Company has not had any recent
borrowings from G.C. Financial Services.   Management indicates
that the Company currently has sufficient cash resources for the
next two reporting periods, ending June 2005, excluding any major
changes to the burn rate.  The Company intends to seek a short
term line of credit or other financing alternatives as necessary
which may be required sooner if other large orders are secured.
If Force Protection accepts an additional contract, its cash
resources will be depleted for the purchase of materials, reducing
cash resources and shortening the cash resources to cover only a
few months.  Management anticipates that the Company will require
additional capital funding to meet its needs, which will include
expanding workforce, funding further development on vehicle
products and strengthening internal operations.  Based on its
current operating plan, management anticipates that additional
financing will be required to finance growth in operations and
capital expenditures in 2005 and in 2006.

Force Protection Inc has had losses since its inception and
expects losses to continue in the future. It may never become
profitable.  It has historically generated substantial losses,
which, if continued, could make it difficult to fund its
operations or successfully execute its business plan, and could
adversely affect its stock price.  The Company has generated
significant net losses in recent periods, and experienced negative
cash flows from operations in the amount of $4,371,480 for the
year ended December 31, 2003, and $13,392,619 for the twelve-month
period ended December 31, 2004.  In recent years, some of the
losses were incurred as a result of investments in new product
development and marketing costs.  While the Company has increased
its investments, most notably $8 million in inventory, management
anticipates that the Company will continue to generate net losses
and may not be able to achieve or sustain profitability on a
quarterly or annual basis in the future.  In addition, because
large portions of its expenses are fixed, Force Protection
generally is unable to reduce expenses significantly in the
short-term to compensate for any unexpected delay or decrease in
anticipated revenues.  As a result, it may continue to experience
net losses, which, will make it difficult to fund its operations
and achieve its business plan, and could cause the market price of
its common stock to decline.

Force Protection Inc. is headquartered in Ladson, South Carolina
and is a complete design-to-manufacturing organization, creating
or licensing designs, and creating tooling, and parts necessary to
assemble the products in-house.  The Company manufactures its
vehicles using proprietary technology derived from South African
vehicle development programs carried out from 1972 through 1994,
and incorporates design developments into the vehicles to improve
their protection and functionality.


GENEVA STEEL: James T. Marcus Approved as Chapter 11 Trustee
------------------------------------------------------------
Geneva Steel LLC, the U.S. Trustee, the Emergency Steel Loan
Guaranty Board, and the Official Committee of Unsecured Creditors
of Geneva Steel asked on April 12, 2005, the U.S. Bankruptcy Court
for the District of Utah, Central Division, for an order
authorizing the appointment of a chapter 11 trustee.

The U.S. Trustee, the Committee and the Board believe that it's in
the best interests of creditors, equity security holders and other
parties-in-interest to appoint a chapter 11 trustee after an
examiner found certain irregularities.  Geneva was persuaded by
its Board of Managers to consent to the appointment.

Joel T. Marker, the chapter 11 examiner appointed by the
Bankruptcy Court found that certain confidential and privileged
documents were leaked from the Committee to Geneva's CEO Ken
Johnson and Paul Peterson.  The examination was prompted by Sierra
Energy, one of Geneva's creditors.

Mr. Johnson will be stepping down from his perch on May 15, 2005.

                         *     *     *

The Honorable Glen E. Clark approved the request to appoint a
chapter 11 trustee on April 18.  James T. Marcus was appointed and
approved chapter 11 trustee that same day.

Headquartered in Provo, Utah, Geneva Steel LLC owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $262 million in total assets and
$192 million in total debts.


GLOBAL ENVIRONMENTAL: Losses & Deficit Trigger Going Concern Doubt
------------------------------------------------------------------
Global Environmental Energy Corp. had a $3,084,300 working capital
deficit at February 28, 2005, as compared to a $1,758,800 deficit
for the quarter ending February 28, 2004.

During fiscal year 2004, the Company raised cash proceeds of
$9,839,871 by issuing 6,559,914 shares of common stock to Diamond
Ridge Advisors.  In addition, the Company received $10,160,829
from Diamond Ridge via a line of credit.

Stockholders' equity deficit of $2,403,100 at February 28, 2005,
may be compared with $613,300 for the quarter ended February 28,
2004.

After adding other income and expenses, the Company experienced a
loss from its continuing operations before income taxes and
discontinued operations of $1,351,600 for the quarter ending
February 30, 2005, as compared to a loss of $1,184,400 for the
same quarter last year.

There are significant uncertainties with regard to the Company's
ability to generate sufficient cash flows from operations or other
sources to meet and fund its commitments with regard to existing
liabilities and recurring expenses.  The Company intends to
finance its future operations from the proceeds of a subscription
agreement for the sale of shares of common stock and an additional
letter of credit obtained from a lender.  Notwithstanding, certain
factors, along with the expressed uncertainty surrounding the
ability to generate sufficient cash flow, raises substantial doubt
about the Company's ability to continue as a going concern.

The Company's goal is to become a holding company which controls
the assets and business activities of a fully integrated  Energy
Company whose interests include,

     1) those being developed by Sahara Petroleum Exploration Corp
        (a Global subsidiary) in traditional oil and gas
        exploration and production; and

     2) those being developed by Biosphere Development Corp (a
        Global subsidiary) with alternative energy sources,
        environmental infrastructure and electrical micro-power
        generation.  To date the Company has been best known for
        its Biosphere Process(TM) System, which promotes the use
        of sustainable and renewable energy sources.

Henceforth, the Biosphere Process(TM) System will be developed and
marketed by Biosphere Development Corp.  The Biosphere Process(TM)
System is a central part of the Companies Eco Technology(TM)
system, and can safely and efficiently process traditional and
non-traditional waste materials into electricity and other
beneficial by-products.

In August of 2004, Life Energy & Technology Holdings, Inc.,
changed its name to Global Environmental Energy Corp. and
immediately thereafter the Company changed its domicile from
Delaware to the Commonwealth of the Bahamas.

The NASD, on February 25, 2005, approved the Company's change of
domicile and the Company began trading as a foreign corporation
with the designation of an "F" on the symbol.  At that time Global
Environmental Energy Corp (Delaware) became a wholly owned
subsidiary of Global Environmental Energy Corp.


GOLDSTAR EMS: Files for Chapter 11 Protection in S.D. Texas
-----------------------------------------------------------
Goldstar Emergency Medical Services, Inc., an emergency medical
services provider, filed for chapter 11 protection in the United
States Bankruptcy Court for the Southern District of Texas to
continue to conduct its ordinary course of business while it
develops a reorganization plan that will maximize the recovery of
its creditors.

"Chapter 11 enables us to preserve jobs and benefits for our
employees and maintain our role in providing high quality
healthcare to the communities we serve," Jason Boever, the Chief
Operations Officer of GoldStar EMS told KBTV-4 News.  "We will use
this time to regain our financial health, while continuing to
focus on operating with the highest integrity.  We will emerge
from Chapter 11 with our competitive spirit intact."

The Company's Board of Directors agreed to seek Goldstar's
reorganization under chapter 11 of the U.S. Bankruptcy Code,
during the Board's special meeting held on Apr. 19, 2005.

The Board also authorized and directed the Debtor to employ and
retain Weycer, Kaplan, Pulaski & Zuber, P.C., to represent the
Debtor in its restructuring efforts.

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/--  
is one of the largest providers of emergency medical services in
Texas with over 120,000 ambulance responses annually.  Goldstar
staffs Mobile Intensive Care capable ambulances, which are
supplied and stocked with the most technologically advanced
equipment available such as automatic vehicle locators, electronic
data collection devices, Zoll Biphasic M series monitors and a
litney of other premier medical products.  Edward L Rothberg,
Esq., and Melissa Anne Haselden, Esq., at Weycer Kaplan Pulaski &
Zuber represent the Debtor in its restructuring efforts.  When the
Company filed for chapter 11 protection, it estimated between
$10 million to $50 million in total assets and debts.


GOLDSTAR EMS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Goldstar Emergency Medical Services, Inc.
        aka Goldstar EMS
        17510 Red Oak
        Houston, Texas 77090

Bankruptcy Case No.: 05-36446


Type of Business: The Debtor is one of the largest providers of
                  emergency medical services in Texas with over
                  120,000 ambulance responses annually.  Goldstar
                  staffs Mobile Intensive Care capable ambulances,
                  which are supplied and stocked with the most
                  technologically advanced equipment available
                  such as automatic vehicle locators, electronic
                  data collection devices, Zoll Biphasic M series
                  monitors and a litney of other premier medical
                  products.  See http://www.goldstarems.com/

Chapter 11 Petition Date: April 25, 2005

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Edward L Rothberg, Esq.
                  Melissa Anne Haselden, Esq.
                  Weycer Kaplan Pulaski & Zuber
                  11 Greenway Plaza, Suite 1400
                  Houston, Texas 77046
                  Tel: (713) 961-9045
                  Fax: (713) 961-5341

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
LRJ Enterprises                               $368,239
4439 Gulfway Drive
Port Arthur, Texas 77642

John Iceton                                   $200,000
4840 Littlewood
Beaumont, Texas 77706
409-835-0775

Lance Ringhaver                               $200,000
9797 Gipsonton Drive
Riverview, FL 33569

WA Thomas Sr. & Barbara Thomas                $151,674

Littleton Claims Group                        $144,484

Tri-Anim Health Services                      $106,932

Zoll Medical Corporation                      $106,924

R O Williams, Jr.                             $100,000

Fuelman                                        $96,812

Silva                                          $90,493

WA Thomas Jr. & Debra Thomas                   $88,527

Scan Health Inc.                               $74,702

AICCO, Inc.                                    $66,134

Performax Insurance                            $44,797

Zoll Data Systems                              $39,492

Ford Quality Fleet Care Program                $33,964

Boundtree Medical                              $25,863

Akin Doherty Klein & Feuge, CPAs               $23,300

Philpott                                       $22,562

B&L Mail                                       $21,584


GREENPOINT MORTGAGE: Moody's Rates $9.04MM Class M-8 Notes at Ba1
-----------------------------------------------------------------
Moody's Investors Service has assigned ratings ranging from Aaa to
Ba1 to notes issued by GreenPoint Mortgage Funding Trust 2005-HE1.

The Aaa ratings are based primarily on the credit quality of the
loans and the credit enhancement in the transaction.  The credit
quality of the loan pool is in-line with that of other average
loan pools backed by home equity line of credit mortgage loans.

The loans in the pool were originated by and will be serviced by
GreenPoint Mortgage Funding, Inc.

The complete rating actions are:

   * Class A-1A $387,000,000 Variable-Rate Asset-Backed Notes Aaa
   * Class A-1B $75,000,000 Variable-Rate Asset-Backed Notes Aaa
   * Class A-2 $112,000,000 Variable-Rate Asset-Backed Notes Aaa
   * Class A-3 $195,000,000 Variable-Rate Asset-Backed Notes Aaa
   * Class A-4 $73,664,000 Variable-Rate Asset-Backed Notes Aaa
   * Class M-6 $10,640,000 Variable-Rate Asset-Backed Notes Baa2
   * Class M-7 $12,236,000 Variable-Rate Asset-Backed Notes Baa3
   * Class M-8 $9,044,000 Variable-Rate Asset-Backed Notes Ba1


HART MICHIGAN: Corrective Measures Prompt S&P to Revise Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Hart, Michigan's outstanding water supply and sewage disposal
system revenue refunding bonds to positive from stable based on
the city's efforts to correct the system's structural budget
imbalance and achieve self-support.  These efforts include an
increase in water and sewer rates, leading to improved debt
service coverage levels, with additional rate increases programmed
for future years.

At the same time, Standard & Poor's affirmed its 'BB' rating on
the bonds, reflecting:

    (1) a small, heavily concentrated customer base;

    (2) a service area exhibiting below-average income levels and
        cyclically high unemployment; and

    (3) a limited liquidity position, with a history of minimal
        unrestricted cash kept on hand.

Although the system has been characterized by a history of erratic
financial performance, the city implemented measures in fiscal
2004 to begin correcting the system's structural budget imbalance
and achieve self-support.  Following the recommendations of a
formal rate study, the city raised monthly water and sewer rates
11% and 14%, respectively, effective December 2003, to a combined
$53.96 per 7,500 gallons of usage.  Rate increases alone, however,
were insufficient to provide self-support, requiring additional
measures, including a onetime land sale, to reverse operating
losses.  Debt service coverage in fiscal 2004 improved to 1.1x,
from 0.8x the previous year.  Water and sewer rate increases of 5%
and 7%, respectively, are expected to be approved by the city's
council and become effective July 2005.  Although additional rate
increases are programmed, it will take several more years for the
city to correct the water and sewer fund's structural imbalance.


HEXCEL CORP: Stockholders' Deficit Widens to $68.3M at March 31
---------------------------------------------------------------
Hexcel Corporation reported its financial statements for the first
quarter 2005.  Highlights of the quarter include:

   -- Net sales up 11% to $290.6 million with commercial aerospace
      up 19% compared to first quarter of last year

   -- Operating income up 39% to $32.9 million or 11.3% of net
      sales versus 9.0% in the same quarter last year

   -- Refinancing reduces future cost of debt by more than a third

                        Constant Currency

To assist in the interpretation of the Company's net sales trend,
the value of total net sales and sales by market for the first
quarter of 2005, as disclosed in this news release, has been
estimated using the same U.S. dollar, British pound and Euro
exchange rates as applied for the respective period in 2004.  Such
estimated net sales are titled "constant currency" in this news
release.

Hexcel Corporation (NYSE/PCX: HXL) reported results for the first
quarter of 2005.  Net sales for the first quarter of 2005 were
$290.6 million, 10.6% higher than the $262.8 million reported for
the first quarter of 2004.  In constant currency, revenues for the
first quarter of 2005 were $286.2 million, or 8.9%, higher than
the first quarter of 2004.

Operating income for the first quarter of 2005 was $32.9 million
compared to $23.7 million for the same quarter last year, a 38.8%
increase.  Operating income margins as a percentage of sales
increased to 11.3% from 9.0% in the first quarter of 2004.
Depreciation expense for the quarter was $12.3 million compared to
$13.3 million in the first quarter of 2004, while business
consolidation and restructuring expenses for the quarter were $0.4
million compared to $0.5 million in the first quarter of 2004.

The Company refinanced substantially all of its debt during the
quarter.  The refinancing reduces ongoing interest expense,
replaced a substantial amount of non-callable senior notes with
pre-payable senior bank debt, and extended the maturities of most
of the Company's long-term debt.  As previously announced, the
Company recognized a charge in the quarter of $40.3 million
related to the redemption of existing debt.  Including this
charge, the net loss for the quarter was $22.4 million.  Excluding
this charge, net income for the quarter would have been $17.9
million compared to net income of $8.1 million in the first
quarter of 2004.

The non-cash expense related to deemed preferred dividends and
accretion was $2.3 million compared to $3.1 million in the first
quarter 2004. Net loss available to common shareholders for the
quarter was $24.7 million, or $0.46 per diluted common share,
compared to net income of $5.0 million, or $0.09 per diluted
common share, for the first quarter of 2004. Had the $40.3 million
refinancing expense not been incurred, the assumed conversion of
the mandatorily redeemable convertible preferred stock, restricted
stock units and stock options into shares of common stock would
have been dilutive and a diluted weighted average common share
count of 94.4 million would have been used in the computation of
diluted earnings per share.

                 Chief Executive Officer Comments

Commenting on the quarter's results, Mr. David E. Berges, Hexcel's
Chairman, CEO and President said, "The complete refinancing of our
debt in the quarter was a watershed event that is a gratifying
reward for three tough years of restructuring and careful cash
management.  The interest savings it provides will help accelerate
our earnings growth beyond that which we expect will be realized
from continued operating leverage on increasing revenues. This
leverage was well demonstrated in the first quarter as we
generated the highest operating income in over six years and
delivered most of the improvement through to net income.  On a
year over year sales increase of $27.8 million, operating income
improved by $9.2 million - a 33.1% rate on the incremental sales."

Commenting on debt levels, Mr. Berges noted: "Historically, the
Company has used cash in the first quarter of each year as working
capital grows from the seasonal December lows and due to the
timing of bond coupon, annual compensation, incentive and benefit
payments. This quarter, we had three previously disclosed business
developments that further increased our cash usage. First, the
Company incurred $41.8 million in cash costs in implementing its
debt refinancing and accrued interest was $9.7 million lower as of
March 31, 2005 than it would have been had the Company not
undertaken the refinancing. Second, we completed the
recapitalization of our Chinese joint venture with a cash equity
investment of $7.5 million increasing Hexcel's equity ownership
interest to 40.48% from 33.33%. Last, during the quarter, the
Company funded a litigation settlement entered into and accrued
for in 2004 with a payment of $7.0 million plus interest. The
underlying cash usage for the quarter after accounting for these
three items was $16.6 million, in the same range as past years."

Mr. Berges concluded: "With the refinancing complete, interest
expense for the balance of 2005 will be about $4.0 million lower
per quarter than it was in 2004. We anticipate positive cash flow
over the remainder of the year as we expect improved performance
will more than offset increased capital needs."

                        Revenue Trends

To provide a better understanding of the real underlying trends,
we have again provided constant currency revenues in our
discussion of revenue trends by market.

In constant currency, commercial aerospace segment revenues were
$130.0 million for the first quarter of 2005, an increase of 17.6%
over revenues of $110.5 million reported for the first quarter of
2004. As previously announced, Airbus and Boeing raised their
production levels for 2005.  Because Hexcel delivers its products
on average six months in advance of actual aircraft deliveries,
the Company first saw the benefit of these production increases
last summer and they continued to be evident this quarter.  With
further production increases anticipated in 2006, the Company
expects growth in commercial aerospace sales to continue in the
second half of 2005.  Further, the continued ramp-up of production
of the composite-laden Airbus A380 will provide Hexcel with added
commercial aerospace revenue growth.

Industrial market segment revenues in constant currency for the
quarter were $91.2 million, an increase of 7.4% compared to
revenues of $84.9 million last year.  Sales of composites products
to wind energy applications showed strong double-digit revenue
gains this quarter compared to both the first and the fourth
quarters of 2004 and led the overall growth of the industrial
market segment due to both underlying growth in global wind
turbine installations and share gains the Company made in 2004.
The Company continues to anticipate significant growth from wind
energy applications for full year 2005 compared to 2004. Demand
for the Company's reinforcement fabrics used in ballistic
applications remained robust, with the current quarter slightly
down from the first and the fourth quarters of 2004 but within our
expected range of quarterly variability. With the growth in
aerospace demand, availability of carbon fiber for non-aerospace
applications continued to tighten and as a result constant
currency revenues from products used in recreational and other
industrial applications were about 3% lower than in the first
quarter 2004. All major carbon fiber suppliers have announced
expansion plans which should benefit availability in the medium
term.

Space & defense revenues in constant currency of $48.4 million
were down 6.2%, compared to revenues of $51.6 million in the first
quarter of 2004. The first quarter of 2004 was the last quarter in
which the Company recognized revenues from the Comanche program
which was terminated in March of 2004. Sales to the Comanche
program in the first quarter of 2004 were $3.8 million. Excluding
these sales, first quarter 2005 space & defense revenues were up
1% in constant currency over the same quarter last year. The
Company's revenues from military and space programs tend to vary
from quarter to quarter more than revenues from programs in other
market segments, due to customer ordering patterns and the timing
of manufacturing campaigns.

Electronics market segment revenues for the quarter in constant
currency were $16.6 million, 5% higher than the first quarter 2004
revenues of $15.8 million. While the Company remains focused on
high-technology and specialty applications for its electronic
materials and is targeting further growth in this market, future
performance in this segment remains difficult to predict.

                            Taxes

The Company recorded a tax provision of $3.6 million for the
quarter primarily reflecting taxes on income of its foreign
subsidiaries. The tax benefit for the loss by U.S. operations for
the quarter resulting from the $40.3 million refinancing charge
was not reflected in the tax provision for the quarter as the
Company continues to adjust its tax provision rate through the
establishment, or release, of a non-cash valuation allowance
attributable to currently generated U.S. and Belgian net pre-tax
income (losses). This practice will continue until such time as
the U.S. and Belgian operations, respectively, have evidenced the
ability to consistently generate income such that in future years
management can reasonably expect that the deferred tax assets can
be utilized. While the performance of the Company's U.S.
operations has improved significantly in recent quarters, the
Company needs to evidence sustained performance in its reported
results before it can conclude to reverse its valuation allowance.
Until such time as it reverses the valuation allowance, the
Company will continue to report earnings without a tax provision
on its U.S. pre-tax income (losses). Although it will record a
U.S. tax loss for the year due to the first quarter 2005
refinancing charge, the Company expects that its U.S. operations
will be profitable in the remaining quarters of 2005. Considering
these factors, the Company anticipates that its tax provision rate
for the remaining three quarters of 2005 will be in a range of 12
- 17% of its pre-tax income. The Company's tax rate remains
sensitive to the ratio of U.S. pre-tax income to the pre-tax
income of its foreign subsidiaries.

                     Debt and Interest Expense

Interest expense during the quarter was $11.9 million compared to
$12.4 million in the first quarter of 2004. Included in interest
expense in the first quarter of 2005 was an additional expense of
$1.0 million, net of interest income, due to the lag between the
issuance on February 1, 2005 of the 6.75% senior subordinated
notes due 2015 and the partial redemption of the 9.75% senior
subordinated notes on March 3, 2005.  The Company expects to begin
fully reflecting the benefits of lower interest rates resulting
from its refinancing in the second quarter of 2005.

                        About the Company

Hexcel Corporation is a leading advanced structural materials
company.  It develops, manufactures and markets lightweight, high-
performance reinforcement products, composite materials and
composite structures for use in commercial aerospace, space and
defense, electronics, and industrial applications.

As of March 31, 2005, Hexcel Corporation reported a shareholder's
deficit of $68,300,000 compared to $24,000,000 in December 31,
2004.


IMMERSION CORP: March 31 Balance Sheet Upside-Down by $7.9 Million
------------------------------------------------------------------
Immersion Corporation (Nasdaq:IMMR), reported revenues of
$5.8 million for the quarter ended March 31, 2005 compared to
revenues of $5.4 million for the first quarter of 2004.  Net loss
on a Generally Accepted Accounting Principles -- GAAP -- basis for
the first quarter of 2005 was $3.1 million, compared to a net loss
of $6.2 million for the first quarter of 2004.  As of March 31,
2005, Immersion had cash and cash equivalents totaling
$26.9 million as compared to $25.5 million as of December 31,
2004.

"In April, we reached a major milestone in our mobility business,"
said Vic Viegas, Immersion CEO.  "Verizon Wireless and the two
leading mobile service operators in Korea, SK Telecom and KTF,
released Samsung mobile phones with Immersion's VibeTonz(TM)
technology.  We also announced content relationships with American
Greetings Interactive, Indiagames, and Pulse Interactive.  All of
these companies develop content for multiple mobile phone
platforms and distribute it to many of the world's largest mobile
service operators.  All have produced VibeTonz-enabled
downloadable ringtones or games soon to be available on Verizon's
Get It Now service.

"On March 24, 2005, the U.S. District Court for the Northern
District of California entered a judgment in favor of Immersion in
our patent infringement suit against Sony Computer Entertainment,
Inc. and Sony Computer Entertainment of America, Inc. (Sony).
This judgment awarded Immersion $82.0 million in past damages plus
pre-judgment interest in the amount of $8.7 million, for a total
of $90.7 million.  We remain confident of our position in the
anticipated appeals process.  Our cash balance puts us in a stable
position for both defending our intellectual property and
investing in new growth opportunities," concluded Mr. Viegas.

                       About the Company

Founded in 1993, Immersion Corporation is a recognized leader in
developing, licensing and marketing digital touch technology and
products.  Bringing value to markets where man-machine interaction
needs to be made more compelling, safer, or productive, Immersion
helps its partners broaden market reach by making the use of touch
feedback as critical a user experience as sight and sound.
Immersion's technology is deployed across automotive,
entertainment, medical training, mobility, personal computing, and
three-dimensional simulation markets.  Immersion and its wholly-
owned subsidiaries hold more than 270 issued patents worldwide.

As of March 31, 2005, Immersion Corporation reported a
shareholder's deficit of $7,885,000 compared to $5,967,000 in
December 31, 2004.


JB OXFORD: Tardy 10-K Contains Going Concern Qualification
----------------------------------------------------------
JB Oxford Holdings, Inc. (Nasdaq: JBOH) received notice on
April 19, 2005, from The NASDAQ Stock Market indicating that the
Company was not in compliance with NASDAQ's requirements for
continued listing set forth in NASDAQ Marketplace Rule 4310(c)(14)
as a result of the Company's failure to timely file its annual
Report on Form 10-K for its fiscal year ended December 31, 2004
with the Securities and Exchange Commission.  While the notice did
not by itself result in immediate delisting of the Company's
common stock, NASDAQ stated in its notice that unless the Company
requests a hearing with a NASDAQ Listing Qualifications Panel, the
Company's common stock would be delisted from NASDAQ at the
opening of business on April 28, 2005.  In addition, the trading
symbol for the Company's common stock was changed from "JBOH" to
"JBOHE" effective as of the opening of business on April 21, 2005.

On April 21, 2005, the Company filed its Annual Report on Form
10-K with the Securities and Exchange Commission.  On April 22,
2005, the Company was notified by The Nasdaq Stock Market that
based upon the filing of its 2004 Form 10-K, it was now in
compliance with Marketplace Rule 4310(c)(14) and accordingly the
matter was closed.  Accordingly, the Company's stock will not be
delisted and the Company has been advised by The NASDAQ Stock
Market that its stock will recommence trading under the symbol
"JBOH" at the opening of business on April 26, 2005.

                       Going Concern Doubt

BDO Seidman, LLP, the Company's independent registered certified
public accounting firm, has issued an unqualified audit report
with an explanatory paragraph as to the Company's ability to
continue as a going concern due to its recurring operating losses,
limited access to capital markets and significant pending
litigation.

BDO Seidman expresses doubt because JB Oxford:

    -- has incurred recurring operating losses,

    -- has sold its significant business operations,

    -- has limited access to capital markets;

    -- has significant pending litigation; and

    -- faces significant uncertainty with respect to the outcome
       of an SEC investigation into alleged late trading conducted
       by the Company.

                        About the Company

JB Oxford Holdings, Inc. (Nasdaq:JBOH), through its JB Oxford &
Company and National Clearing Corp. subsidiaries, provides
clearing and execution services, and discount brokerage services
with access to personal brokers, online trading and cash
management.  The company's one-stop financial destination at
http://www.jboxford.com/was developed to be the easiest, most
complete way for consumers to manage their money.  The site
features online trading, robust stock screening and portfolio
tracking tools as well as up-to-the-minute market commentary and
research from the world's leading content providers.  JB Oxford
has branches in New York, Minneapolis and Los Angeles.


KMART CORP: Engelbrecht Asks Court to Confirm Interest in Claim
---------------------------------------------------------------
On Kmart Corporation's bankruptcy petition date, Engelbrecht
Bros., Inc., leased a certain real property located in Newburgh,
Indiana, to Warrick Associates.  Warrick, in turn, subleased the
real property -- designated by Kmart Corporation as Store No. 5863
-- pursuant to a written sublease.

Pia N. Thompson, Esq., at Sonnenschein Nath & Rosenthal LLP, in
Chicago, Illinois, relates that on the Petition Date, Warrick was
obligated to Bank One Trust Company, NA, as Indenture Trustee
under an indenture, for bond financing that was secured by:

   (a) a mortgage on the real property owned by Engelbrecht where
       Store 5863 was situated;

   (b) the rents, issues, leases, and profits of the real
       property;

   (c) the Sublease; and

   (d) the unconditional guaranty of Kmart.

Pursuant to the documents that evidenced and governed the bond
financing, Warrick assigned the Sublease and its rents and leases
to Bank One.

Kmart rejected the Sublease pursuant to Section 365(a) of the
Bankruptcy Code.  On the Petition Date, Kmart was obligated to
Warrick for certain amounts due under the Lease.  As a consequence
of the rejection of the Lease, Kmart further became obligated to
Warrick for the damages resulting from the rejection, subject to a
statuary cap stated in Section 502(d)(6) of the Bankruptcy Code.

On July 29, 2002, Bank One filed Claim No. 37955 for lease
rejection damages predicated on a Collateral Assignment of Rents
and Leases in which Warrick assigned all rights and interests in
the Sublease as security to Bank One.

On July 30, 2002, Warrick filed Claim No. 40405 with respect to
the claims due under the Lease and its rejection.

Bank One also filed Claim No. 3412 on July 26, 2002, predicated on
Kmart's guaranty.  Ms. Thompson explains that Claim No. 3412 is
separate and apart from Claim No. 40405, and should not be
construed as a release or waiver of any rights that Bank One has
with respect to Claim No. 37955 or Claim No. 40405.

Ms. Thompson argues that Warrick has no right to any distribution
under Claim No. 40405 because it has assigned its right and
interest to the Sublease and the rents, profits and benefits to
Bank One.  As a result of the assignment, the Indenture Trustee
"stepped into the shoes" of Warrick and is, therefore, the proper
party to maintain Claim No. 40405.

Ms. Thompson informs Judge Sonderby that Bank One fully
transferred and assigned Claim No. 3412 and Claim No. 37955 to
Engelbrecht on January 29, 2003, and notice of the transfer of
claim pursuant to Rule 3001(e)(2) of the Federal Rules of
Bankruptcy Procedure was filed with the United States Bankruptcy
Court for the Northern District of Illinois on February 13.

In this regard, Engelbrecht asks the Court to declare that it is
the sole and rightful holder of Claim No. 40405.

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)


LONG BEACH: Moody's Places Ba1 Rating on $35MM Class B-1 Certs.
---------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued in Long Beach Mortgage Loan Trust,
Series 2005-1, securitization of hybrid adjustable-rate (92%) and
fixed-rate subprime residential mortgage loans (8%), originated by
Long Beach Mortgage Company.

In addition, ratings ranging from Aa1 to Ba1 were assigned to
other classes of certificates issued in the transaction.  The
ratings on the certificates are based on the quality of the
underlying mortgage loans, primary mortgage insurance on a part of
the collateral, subordination, available excess spread, and
overcollateralization.

Navneet Agarwal, a Moody's analyst, said that the credit quality
of the Long Beach originated loans backing the transaction is
about average for the subprime mortgage market, and comparable to
mortgage pools backing Long Beach's recent transactions.  Long
Beach targets borrowers with relatively strong credit scores and
strong mortgage payment history.  The weighted-average FICO score
of 633 for the obligors in this pool is slightly higher than in
subprime transactions with similar hybrid adjustable rate and
fixed rate mortgage loan concentration.

Long Beach is a specialty finance company engaged in the business
of originating, purchasing, and selling subprime mortgage loans.
It originates loans through a large network of mortgage brokers
and re-underwrites all loans prior to funding.

The complete rating actions are:

Issuer:                         Long Beach Mortgage Loan Trust
                                2005-1

Securities:                     Asset Backed Certificates, Series
                                2005-1

Originator and Master Servicer: Long Beach Mortgage Company

Sub-Servicer:                   Washington Mutual Bank FA

   * Class I-A1, $1,912,475,000, rated Aaa
   * Class II-A1, $528,000,000, rated Aaa
   * Class II-A2, $215,000,000, rated Aaa
   * Class II-A3, $151,526,000, rated Aaa
   * Class M-1, $159,250,000, rated Aa1
   * Class M-2, $99,750,000, rated Aa2
   * Class M-3, $61,250,000, rated Aa3
   * Class M-4, $61,250,000, rated A1
   * Class M-5, $43,750,000, rated A2
   * Class M-6, $42,000,000, rated A3
   * Class M-7, $35,000,000, rated Baa1
   * Class M-8, $35,000,000, rated Baa2
   * Class M-9, $35,000,000, rated Baa3
   * Class B-1, $35,000,000, rated Ba1


LUNN 119TH: Wants to Hire DLA Piper as Bankruptcy Counsel
---------------------------------------------------------
Lunn 119th LLC and its debtor-affiliate, Lunn 26th LLC, ask the
U.S. Bankruptcy Court for the Northern District of Illinois for
permission to employ DLA Piper Rudnick Gary Cary US LLP as their
general bankruptcy counsel.

DLA Piper is expected to:

   a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their properties and businesses;

   b) advise the Debtors in connection with any planned sale of
      assets or business combinations, with any post-petition
      financing and cash collateral arrangements and other issues
      relating to financing and capital structure;

   c) advise the Debtors in the evaluation of the assumption or
      rejection of unexpired leases and executory contracts, and
      on legal issues relating to tax, banking, insurance,
      securities, corporate, business operations, contracts, joint
      ventures, real property and regulatory matters;

   d) prepare on behalf of the Debtors all motions, applications,
      answers, order, reports and papers necessary to the
      administration of the Debtors' estates;

   e) negotiate and prepare on behalf of the Debtors any
      disclosure statement and plan of reorganization, their
      related agreements and documents, and take necessary action
      to obtain confirmation of that plan; and

   f) provide all other legal services that are necessary in the
      Debtors' chapter 11 cases.

David M. Neff, Esq., a Partner at DLA Piper, is the lead attorney
for the Debtors.  Mr. Neff discloses that the Firm has not
received any retainer from the Debtors for its engagement of the
Firm.  Mr. Neff charges $495 per hour for his services.

Mr. Neff reports DLA Piper's professionals bill:

    Professional         Designation    Hourly Rate
    ------------         -----------    -----------
    David G. Lynch       Partner           $520
    William Choslovsky   Counsel           $410
    Nina H. Taylor       Paralegal         $195

    Designation                     Hourly Rate
    -----------                     -----------
    Partners/Counsel                $425 - $520
    Associates                      $235 - $410
    Legal Assistants/Support Staff  $90  - $195

DLA Piper assures the Court that it does not represent any
interest adverse to the Debtors or their estates.

Headquartered in Chicago, Illinois, Lunn 119th LLC and its
affiliate, Lunn 26th LLC, are owned by Robert J. Lunn, the
managing member of the LLCs.  Lunn 119th and Lunn 26th filed
for chapter 11 protection (Bankr. N.D. Ill. Case Nos. 05-11666
and 05-11672) on March 30, 2005.  An asbestos environmental
cleanup proceeding (Case No. 03-CH 15247) brought by the City of
Chicago is pending against the Debtors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts of $10 million to $50 million.


LUNN 119TH: Section 341(a) Meeting Slated for April 28
------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Lunn
119th LLC, and its debtor-affiliate's creditors at 1:30 p.m., on
April 28, 2005, at the Office of the U.S. Trustee, 227 W. Monroe
Street, Room 3340, Chicago, Illinois.  This is the first meeting
of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Chicago, Illinois, Lunn 119th LLC and its
affiliate, Lunn 26th LLC, are owned by Robert J. Lunn, the
managing member of the LLCs.  Lunn 119th and Lunn 26th filed
for chapter 11 protection (Bankr. N.D. Ill. Case Nos. 05-11666
and 05-11672) on March 30, 2005.  An asbestos environmental
cleanup proceeding (Case No. 03-CH 15247) brought by the City of
Chicago is pending against the Debtors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts of $10 million to $50 million.


MATRIX SERVICE: Closes $30 Million Private Debt Placement
---------------------------------------------------------
Matrix Service Co. (Nasdaq: MTRX), a leading industrial services
company, completed a private placement of $30.0 million of 7.0%
Senior Unsecured Convertible Notes due 2010.  The notes are
convertible into shares of common stock at a conversion price of
$4.69 per share.  Interest will be payable in advance for the
period to and including April 25, 2007, and is subject to
adjustment upward or downward in certain circumstances.  The net
proceeds to Matrix will be approximately $24.6 million.  The
Company intends to use $20.0 million of the net proceeds to repay
its Term Note B, which currently bears 18% interest and to use the
remaining net proceeds to provide additional liquidity for working
capital needs.  The Company has agreed to file a registration
statement with the SEC covering the resale of the shares
underlying the notes within 30 days.

The notes and shares of common stock issuable upon conversion of
the notes have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

                       About the Company

Matrix Service Company -- http://www.matrixservice.com/--  
provides general industrial construction and repair and
maintenance services principally to the petroleum, petrochemical,
power, bulk storage terminal, pipeline and industrial gas
industries.  The Company is headquartered in Tulsa, Oklahoma, with
regional operating facilities located in Oklahoma, Texas,
California, Michigan, Pennsylvania, Illinois, Washington and
Delaware in the U.S. and Canada.

                Revolver Availability Increases

With the funding of this private placement of convertible
subordinated junior securities, the company's revolving line of
credit will increase to the lesser of $35,000,000 or 80% of the
borrowing base and Matrix's bank group has indicated they will
provide an incremental $10 million of short term financing to
provide additional liquidity primarily for trade creditors.

As previously reported in the Troubled Company Reporter, the
Company received a waiver from its senior lenders of their rights
and remedies arising from any current violations under the Credit
Agreement on April 8, 2005.  The waiver expires at the end of the
business day on June 15, 2005.  In connection with the waiver, the
Credit Agreement was amended to increase funds available under the
revolving line of credit to the lesser of $32,000,000 or 75% of
the borrowing base.

Matrix Service's Lenders are:

     * J.P. MORGAN CHASE BANK, N.A., as Agent
     * WACHOVIA BANK, NATIONAL ASSOCIATION
     * UMB BANK, N.A.
     * WELLS FARGO BANK, NA and
     * INTERNATIONAL BANK OF COMMERCE, successor in interest
       to LOCAL OKLAHOMA BANK

Matrix Service disclosed to the Lenders that it violated one or
more of the financial covenants buried in the Credit Agreement
(which are detailed in the April 1, 2005, edition of the Troubled
Company Reporter) and the Company failed to make a $1,905,853
payment due March 7, 2005, under what are known as the Hake Group
Acquisition Documents.


MCI INC: Reports 2004 Compensation for Highest Paid Officers
------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, MCI, Inc., discloses the compensation of the
Company's Chief Executive Officer and four most highly compensated
executive officers for each of the three years in the period ended
December 21, 2004:

                                        Annual Compensation
                                  -------------------------------
                                    Salary    Bonus   Other Comp.
   Name/Position            Year  ($000's)  ($000's)  ($000's)
   -------------            ----  --------  -------- ------------
   Michael D. Capellas      2004   1,557.7  5,000.0         -
   President,               2003   1,500.0  1,500.0         -
   Chief Executive Officer  2002      28.8  2,049.3         -

   Wayne E. Huyard          2004     726.9    745.0         -
   President,               2003     694.2  1,168.0         -
   U.S. Sales and Service   2002     547.6    150.0         -

   Robert T. Blakely        2004     726.9    871.3      48.4
   Executive V-Pres.,       2003     484.6    826.8         -
   Chief Financial Officer

   Anastacia D. Kelly       2004     675.0    839.4     118.5
   Executive V-Pres.        2003     252.5    504.3     118.5
   and General Counsel

   Jonathan C. Crane        2004     562.5    603.8      37.1
   Executive V-Pres.,       2003     480.8    870.0         -
   Strategy and Corporate   2002     373.8     50.0         -
   Development

                                    Restricted        All Other
                                   Stock Awards    Compensation
   Name/Position            Year     ($000's)        ($000's)
   -------------            ----   ------------    -------------
   Michael D. Capellas      2004      18,000           624.8
   President,               2003           -            60.4
   Chief Executive Officer  2002           -               -

   Wayne E. Huyard          2004       2,000         1,411.2
   President,               2003           -            10.0
   U.S. Sales and Service   2002           -            10.0

   Robert T. Blakely        2004       3,400           167.0
   Executive V-Pres.,       2003           -               -
   Chief Financial Officer

   Anastacia D. Kelly       2004     1,625.0           228.1
   Executive V-Pres.        2003           -               -
   and General Counsel

   Jonathan C. Crane        2004       1,500           108.7
   Executive V-Pres.,       2003           -               -
   Strategy and Corporate   2002           -               -
   Development

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)

                         *     *     *

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

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

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

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MCI INC: Will Hold Annual Shareholders Meeting on May 16
--------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, MCI, Inc., disclosed that it will hold its Annual
Meeting of Shareholders on May 16, 2005, at 9:30 a.m. at the
Westfields Marriott, located at 14750 Conference Center Drive in
Chantilly, Virginia.

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

    (a) elect nine directors to hold office for one year or until
        their successors are elected and qualified:

           * Beresford, Dennis R.
           * Capellas, Michael
           * Gregory, W. Grant
           * Haberkorn, Judith R.
           * Harris, Laurence E.
           * Holder, Eric
           * Katzenbach, Nicholas deB.
           * Neporent, Mark
           * Rogers, Clarence B.

    (b) ratify the selection of independent auditors of the
        Company for fiscal year 2005 -- the MCI Board of Directors
        has named KPMG as independent registered public
        accountants to examine the consolidated financial
        statements of the Company for fiscal year 2005; and

    (c) act on other business as may properly come before the
        meeting, including any adjournment or postponement of the
        meeting.

Eligible stockholders of record at the close of business on
April 15, 2005, will be entitled to vote at the meeting.

A full-text copy of MCI's Definitive Notice & Proxy Statement is
available for free at:


http://www.sec.gov/Archives/edgar/data/723527/000119312505080675/ddef14a.htm

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)

                         *     *     *

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

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

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

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MERIDIAN AUTOMOTIVE: Files for Chapter 11 Protection in Delaware
----------------------------------------------------------------
Meridian Automotive Systems, Inc., filed to reorganize under
Chapter 11 of the U.S. Bankruptcy Code.  The Company and its eight
domestic subsidiaries filed their voluntary petitions for relief
in the United States Bankruptcy Court for the District of
Delaware.

Meridian elected to file for reorganization in order to
restructure its debt, which has become unsustainable in the
current market environment.  Meridian says it needs to restructure
its balance sheet in order to face the challenges posed by
increases in steel and resin prices and the termination of the
early payment programs by certain original equipment
manufacturers.  These factors, combined with reduced production by
OEMs, have had an adverse impact on Meridian's liquidity position
in recent months.

Thomas Divird, Meridian's Chief Executive Officer, said, "Meridian
has very strong operations, great relationships with a diversified
customer base and high quality products.  However, we need to
reduce our debt and simplify our capital structure in order to
remain competitive under current market conditions.  After
considering many options, we determined that Chapter 11 provides
Meridian with the most prudent approach to restructure our balance
sheet while maintaining normal operations.  We expect to emerge
from this process with a more appropriate capital structure that
will allow us to be stronger and more efficient in the future."

                        DIP Financing

In conjunction with the filing, Meridian has secured commitments
for up to $375 million in debtor-in-possession financing from
JPMorgan, subject to court approval.  This financing will be used
to refinance Meridian's current First Lien facilities and provide
sufficient liquidity to continue normal operations.

Richard E. Newsted, Meridian's President, said, "Combined with our
normal cash flow, the DIP financing that we have secured gives
substantial assurance that we will be able to operate normally and
continue to meet commitments to our customers throughout this
process."

Meridian has requested, and expects to receive, court approval to
continue to pay employee salaries, wages and benefits in the
ordinary course.  Meridian will pay suppliers for the post-
petition delivery of goods and services in the ordinary course.

Meridian's operations in Mexico, Canada and Brazil were not
included in the filing.

The Company has established a Supplier Call Center to answer
questions from its suppliers.  The toll-free phone number is
866-845-1979.

Meridian has retained the law firm of Sidley Austin Brown & Wood
LLP as its restructuring counsel.  FTI Consulting is acting as the
Company's financial advisor.

                     The Road to Chapter 11

Richard E. Newsted, Meridian's President, explains that the
Company has faced "challenging industry conditions, including
exponential increases in costs of essential commodities such as
resin, nickel and steel, ongoing pricing pressure from OEMs,
elimination of accelerated payment programs from certain OEMs,
increased labor costs, and cyclical demand."  These conditions,
Mr. Newsted continued, have resulted in a steady deterioration of
the Company's liquidity position and have forced Meridian into
chapter 11 to restructure its balance sheet.

Mr. Newsted points to a series of recent developments that reduced
Meridian's liquidity position:

     * First, the market share and overall production of the
       Company's largest North American OEM customers has
       declined in recent years.  Meridian typically supplies
       its OEM customers on a requirements basis, and is not
       guaranteed any set volume of business from the OEMs,
       Therefore, when Meridian's OEM customers decrease their
       production levels, the volume of the Company's business
       simultaneously decreases.

     * Second, Meridian has recently experienced exponential
       increases in the cost of certain essential commodities,
       including resin, nickel and steel.  Many of the Company's
       supply contracts with OEM customers are for fixed prices
       and do not allow Meridian to pass along increased raw
       material costs.  This leaves Meridian unprotected from the
       recent escalation in the cost of key raw materials.

     * Finally, during the third quarter of 2004, certain of
       Meridian's OEM customers gave notice that they were
       terminating their accelerated payment programs for all of
       their suppliers.  Termination of these programs has had a
       materially adverse impact on Meridian's short-term
       liquidity position by pushing back the dates by which the
       Company receives payments from the OEMs.

These events made it clear to Meridian that the Company would not
be able to continue servicing its debt obligations at existing
levels.

Mr. Newsted says that the Company anticipates working with its
principal economic stakeholders to effect an overall balance sheet
restructuring during the course of its Chapter 11 Cases.

Headquartered in Dearborn, Michigan, Meridian Automotive Systems
supplies technologically advanced front and rear end modules,
lighting, exterior composites, console modules, instrument panels
and other interior systems to automobile and truck manufacturers.
Meridian operates 22 plants in the United States, Canada and
Mexico, supplying Original Equipment Manufacturers and major Tier
One parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on Apr. 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., and Paul S. Caruso, Esq., Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.


MERIDIAN AUTOMOTIVE: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Meridian Automotive Systems-Composites
             Operations, Inc.
             aka Cambridge Industries, Inc.
             550 Town Center Drive, Suite 475
             Dearborn, Michigan 48126

Bankruptcy Case No.: 05-11168

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                             Case No.
      ------                                             --------
Meridian Automotive Systems, Inc.                        05-11169
Meridian Automotive Systems-Angola Operations, Inc.      05-11170
Meridian Automotive Systems-Construction, Inc.           05-11171
Meridian Automotive Systems-Detroit Operations, Inc.     05-11172
Meridian Automotive Systems-Grand Rapids Operation, Inc. 05-11173
Meridian Automotive Systems-Heavy Truck Operations, Inc. 05-11174
Meridian Automotive Systems-Shreveport Operations, Inc.  05-11175
Meridian Automotive Systems-Mexico Operations, LLC       05-11176

Type of Business: Meridian Automotive Systems is a leading
                  producer and supplier to the North American
                  automotive industry of front- and rear-end
                  modules, bumper systems, exterior composite
                  plastic modules, exterior structural components,
                  interior components and modules, and exterior
                  lighting components.  The Company currently
                  supplies parts for 19 of the 20 best selling
                  vehicles in North America and a significant
                  number of other popular light trucks, sport
                  utility vehicles, passenger cars, and class 8
                  heavy trucks produced by the major automotive
                  original equipment manufacturers, including
                  General Motors, Ford, DaimlerChrysler, Toyota,
                  Honda, Subaru, Mazda, Mitsubishi, Freightliner
                  and Volvo.
                  See http://www.meridianautosystems.com/

Chapter 11 Petition Date: April 26, 2005

Court: District of Delaware

Judge: Mary F. Walrath

Debtors'
Lead Counsel:     James F. Conlan, Esq.
                  Larry J. Nyhan, Esq.
                  Paul S. Caruso, Esq.
                  Bojan Guzina, Esq.
                  SIDLEY AUSTIN BROWN & WOOD LLP
                  Bank One Plaza
                  10 South Dearborn
                  Chicago, Illinois 60603
                  Telephone (312) 853-7000

Debtors'
Local Counsel:    Robert S. Brady, Esq.
                  Edmon L. Morton, Esq.
                  Edward J. Kosmowski, Esq.
                  Ian S. Fredericks, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, Delaware 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Debtors'
Financial
Advisor:          FTI Consulting

U.S. Trustee:     Frank J. Perch, III, Esq.
                  Assistant United States Trustee
                  Office of the U.S. Trustee
                  844 King Street, Suite 2207
                  Lockbox 35
                  Wilmington, Delaware 19801
                  Telephone (302) 573-6491
                  Fax (302) 573-6497

Financial Condition as of March 31, 2005:

      Total Assets: $530 Million

      Total Debts:  $815 Million

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Metropolitan Life Insurance
Company
10 Park Avenue
P.O. Box 1902
Morristown, NJ 07962
Attn: Claudia Cromie
Tel: (973) 647-3421
Fax: (973) 355-4780
Attn: Lisa Glass
Tel: (973) 355-4366
Fax: (212) 251-4563           Subordinated Notes    $65,724,044

The Northwestern Mutual
Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202
Attn: Timothy P. Wagener II
Tel: (414) 665-5365
Fax: (414) 665-7124
Attn: Karen Stevens
Tel: (414) 665-7133
Fax: (414) 665-7016           Subordinated Notes    $44,086,308

Caisse de Depot et
Placement du Quebec
c/o Capital D'Amerique
CDPQ, Inc.
1000, Place Jean Paul Riopelle
Montreal, Quebec H2Z 2B3
Attn: Luc Houle
Fax: (514) 847-2492           Subordinated Notes    $13,358,020

Ford Motor Company
5850 New King Court
Troy, MI 48098-2692
Attn: Cindy Perkins
Tel: (248) 267-2661
Fax: (248) 267-2578           Trade Debt             $7,161,992

Walbridge Albinger
613 Abbott Street
Detroit, MI 48226-2521
Attn: Randy Abdallah
Tel: (313) 963-8000
Fax: (313) 965-4835           Trade Debt             $4,808,070

Windsor Mold
4035 Maiden Road
Windsor, Ontario NPC 2G4
Attn: Ken Bierer
Tel: (519) 972-9032
Fax: (519) 972-3788           Trade Debt             $4,725,021

Bose Corporation-OEM
2000 Carolina Pines Drive
Blythewood, SC 29016
Attn: Clifton Ward
Tel: (803) 714-8430
Fax: (803) 714-8320           Trade Debt             $3,631,914

Visteon Automotive Systems
One Village Center Drive
Van Buren Twp., MI 48111-5711
Attn: Greg Garman
Tel: (734) 710-2761
Fax: (734) 736-5637           Trade Debt             $3,189,718

Concours Mold, Inc.
3400 St. Etienne Boulevard
Windsor, Ontario NSW 5E1
Attn: Andy Aiton
Tel: (514) 944-9933
Fax: (514) 944-9935           Trade Debt             $2,943,600

Ridgeview Industries
27273 Mile Road NW
Grand Rapids, MI 49544
Attn: Scott Berg
Tel: (616) 453-8636
Fax: (616) 435-3651           Trade Debt             $2,841,177

JSP International
273 Great Valley Parkway
Malvern, PA 19355
Attn: Pat Rich
Tel: (610) 651-8610
Fax: (610) 651-8601           Trade Debt             $2,748,275

Century Tool & Gage Company
200 South Alloy Drive
Fenton, MI 48430
Attn: Mike Cummings
Tel: (810) 629-0784
Fax: (810) 629-9284           Trade Debt             $2,662,860

Saint Gobain Vetrotex America
4515 Allendale Road
Wichita Falls, TX 76310
Attn: Pam Koch
Tel: (800) 433-0922
Fax: (940) 689-3449           Trade Debt             $2,542,712

Ashland Chemical Company
P.O. Box 2219
Columbus, OH 43216
Attn: Roger Adkins
Tel: (614) 790-3953
Fax: (614) 790-3735           Trade Debt             $2,358,737

Windward Capital Partners, LP
712 Fifth Avenue, 21st Floor
New York, NY 10019
Attn: Peter Macdonald
Tel: (212) 382-6516
Fax: (212) 382-6534           Consulting Fees        $2,245,064

H.H. "Buddy" Wacaser
370 Lower Station Camp Creek
Gallatin, TN 37066
Attn: H.H. "Buddy" Wacaser
Tel: (313) 253-3544           Severance Pay          $2,108,334

Delphi Delco Electronics
Systems
One Corporate Center
P.O. Box 9005
Kokomo, IN 46904-9005
Attn: Richard Peters
Tel: (313) 996-3661
Fax: (313) 996-3697           Trade Debt             $1,843,380

Magic Steel Sales, LLC
4242 Clay Avenue SW
Grand Rapids, MI 49548
Attn: Greg Elksnis
Tel: (616) 532-4071
Fax: (616) 532-0565           Trade Debt             $1,783,305

ITS/International Tooling
731 Broadway N.W.
Grand Rapids, MI 49501
Attn: Ed Metzler
Tel: (616) 459-8285
Fax:(616)459-8292             Trade Debt             $1,707,890

Advanced Tooling Systems
1166 Seven Mile Rd.
Comstock Park, MI 49321
Attn: Drew Boersma
Tel: (616) 784-7513
Fax: (616) 784-4780           Trade Debt             $1,588,332

Omega Tool Corporation
2045 Solar Crescent
Oldcastle, Ontario NRO 1LO
Attn: Louis Zonta
Tel: (519) 737-1201
Fax: (519) 737-7719           Trade Debt             $1,483,840

ABB Flexible Automation Inc.
1250 Brown Road
Auburn Hills, MI 48326
Attn: Lauranc Delaurier Jr.
Tel: (800) 435-7365
Fax: (248) 391-7370           Trade Debt             $1,356,632

Greenville Tool & Die Co.
1215 South Lafayette Street
P.O. Box 310
Greenville, MI 48838
Attn: Terry Swan
Tel: (616) 754-5693
Fax: (616) 754-5500           Trade Debt             $1,266,200

H&H Metal Source
3909 Turner NW
Grand Rapids, MI 49504
Attn: Brian Harris
Tel: (616) 364-0113
Fax: (616) 364-0904           Trade Debt             $1,259,443

Alpha Owens Corning
2552 Industrial Drive
Valparaiso, IN 43686
Attn: James Plaunt
Tel: (734) 995-6779
Fax: (734) 995-6784           Trade Debt             $1,229,003

All Tech Engineering
1030 58th Street SW
Wyoming, MI 49509
Attn: Bruce Bunker
Tel: (616) 406-0681
Fax: (616) 406-0690           Trade Debt             $1,210,392

Solvay Engineered Polymers
1200 Hartnon Road
Auburn Hills, Ml 48326
Attn: Jean Meador
Tel: (817) 792-1892
Fax: (817) 792-2851           Trade Debt             $1,115,370

Plastech Engineered Products
38070 Ecorse Road
Romulus, MI 48174
Attn: Scott E. Rezebek
Tel: (734) 713-4916
Fax: (734) 641-0606           Trade Debt             $1,025,904

Dupont Company
950 Stephenson Highway
Troy, MI 48083
Attn: Tab Semanision
Tel: (248) 583-4543
Fax: (248) 583-8192           Trade Debt               $892,193

Rohm & Haas Company
2701 East 170th Street
Lansing, IL 60438
Attn: Andy Cooper
Tel: (708) 474-7000
Fax: (708) 868-7490           Trade Debt               $817,535


MERIDIAN AUTOMOTIVE: S&P's Corporate Credit Rating to Tumbles to D
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Meridian Automotive Systems Inc. to 'D' from 'CCC+'
following the company's Chapter 11 bankruptcy filing.  Dearborn,
Mich.-based Meridian has total debt of about $600 million,
including the present value of operating leases.

"The bankruptcy filing was precipitated by very difficult industry
conditions," said Standard & Poor's credit analyst Martin King,
"including reduced vehicle production, pricing pressure, and
higher raw material costs that led to reduced earnings and cash
flow generation and constrained liquidity."

At the same time, Standard & Poor's placed the recovery ratings on
the senior secured bank facility on CreditWatch with positive
implications.  Meridian has received a commitment for $375 million
in debtor-in-possession financing, subject to court approval,
which will be used to refinance first-lien debt and provide
liquidity to continue normal operations while the company is in
bankruptcy, although the allocation of proceeds is unknown.

"We will review any financials and restructuring plans that may
become available, to assess the impact on recovery prospects," Mr.
King said.  "The '4' first-lien recovery rating could be raised if
we believe lenders will receive more than 50% recovery, and the
'5' second-lien rating could be raised if lenders are expected to
receive more than 25% recovery.  If sufficient information is not
available in the near term, we will withdraw the recovery
ratings."

Meridian's operating performance has deteriorated because of the
industry pressures.  Although the most recent company financial
reports date back to the third quarter of 2004, we believe
Meridian's earnings and cash are substantially short of the
company's business plan.  Liquidity is believed to be very thin,
because of poor cash flow generation and the termination of
various customers' accelerated accounts receivable programs.

Complete ratings information is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis system,
at http://www.ratingsdirect.com/ All ratings affected by this
rating action can be found on Standard & Poor's public Web site at
http://www.standardandpoors.com/under Credit Ratings in the left
navigation bar, select Find a Rating, then Credit Ratings Search.


MESA TRUST: Moody's May Up Ba2 Rating on Class B After Review
-------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade thirty-three certificates from eighteen deals originated
by New Century Mortgage Corporation.  The transactions, issued in
1999-2000, are backed by first lien adjustable- and fixed-rate
subprime mortgage loans.  The certificates are being placed on
review for upgrade based on the level of credit enhancement
provided by the excess spread, overcollateralization, and the
subordinate classes.  The projected pipeline losses are not
expected to significantly affect the credit support for these
certificates.  The seasoning of the loans and low pool factor
reduces loss volatility.

The most subordinate classes from Morgan Stanley Dean Witter
Capital I Inc, Series 2001-NC1 and CWABS, Inc, Series 2001-CB1
deals are placed on review for possible downgrade because existing
credit enhancement levels are low given the current projected
losses on the underlying pools.  The transactions have taken
losses and pipeline loss could cause eventual erosion of the
overcollateralization.

Moody's complete rating actions are:

Review for upgrade:

Issuer: Salomon Brothers Mortgage Securities VII

   * Series 1999-NC3; Class M2, current rating A2, under review
     for possible upgrade

   * Series 1999-NC3; Class M3, current rating Baa2, under review
     for possible upgrade

   * Series 1999-NC4; Class M2, current rating A2, under review
     for possible upgrade

   * Series 1999-NC4; Class M3, current rating Baa2, under review
     for possible upgrade

   * Series 1999-NC5; Class M2, current rating A2, under review
     for possible upgrade

Issuer: ABFC 2002-NC1 Trust

   * Class M1, current rating Aa2, under review for possible
     upgrade

   * Class M2, current rating A2, under review for possible
     upgrade

   * Class M3, current rating Baa2, under review for possible
     upgrade

Issuer: New Century Home Equity Loan Trust

   * Series 2000-NC1; Class M2, current rating A2, under review
     for possible upgrade.

   * Series 2002-1; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2002-1; Class M3, current rating Baa2, under review
     for possible upgrade

   * Series 2002-1; Class M4, current rating Baa3, under review
     for possible upgrade

Issuer: PaineWebber Mortgage Acceptance Corp IV, Series 2000-HE1

   * Class M1, current rating Aa2, under review for possible
     upgrade

Issuer: Morgan Stanley Dean Witter Capital I Inc

   * Series 2001-NC2; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2001-NC3; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2001-NC4; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2001-NC4; Class M2, current rating A2, under review
     for possible upgrade

   * Series 2002-NC1; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-NC1; Class M2, current rating A2, under review
     for possible upgrade

   * Series 2002-NC4; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-NC4; Class M2, current rating A2, under review
     for possible upgrade

Issuer: MASTR Asset Securitization Trust 2002-NC1

   * Class M1, current rating Aa2, under review for possible
     upgrade

   * Class M2, current rating A2, under review for possible
     upgrade

Issuer: GSAMP 2002-NC1 Trust

   * Class M1, current rating Aa2, under review for possible
     upgrade

   * Class M2, current rating A2, under review for possible
     upgrade

Issuer: Asset Backed Securities Corporation

   * Series 2002-HE1; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-HE1; Class M2, current rating A2, under review
     for possible upgrade

   * Series 2002-HE2; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-HE2; Class M2, current rating A2, under review
     for possible upgrade

Issuer: MESA Trust

   * Series 2001-1; Class M, current rating Baa2, under review for
     possible upgrade

   * Series 2001-1; Class B, current rating Ba2, under review for
     possible upgrade

   * Series 2001-2; Class M, current rating Baa2, under review for
     possible upgrade

   * Series 2001-2; Class B, current rating Ba2, under review for
     possible upgrade

Review for downgrade:

Issuer: Morgan Stanley Dean Witter Capital I Inc

   * Series 2001-NC1; Class B1, current rating Baa3, under review
     for possible downgrade

Issuer: CWABS, Inc

   * Series 2001-BC1, Class B2, current rating Baa2, under review
     for possible downgrade


METRIS COMPANIES: Earns $27.6 Million of Net Income in 1st Qtr.
---------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) reported net income of $27.6
million for the quarter ended March 31, 2005.  This compares to
net income of $41.6 million for the quarter ended March 31, 2004.

"We are very pleased with the operating results posted in the
first quarter," said Metris Chairman and Chief Executive Officer
David Wesselink.  "We saw substantial improvement in the
performance of our credit card portfolio.  The three-month average
excess spread in the Metris Master Trust was 6.47%, which was
considerably higher than the fourth quarter 2004 three-month
average of 4.86%.  As of March 31, 2005, the two-cycle plus
delinquency rate in the Metris Master Trust was 8.3%, the lowest
in almost four years, while the first-cycle delinquency rate of
4.1% in the Metris Master Trust is the lowest in our history.  The
decline in delinquencies is an encouraging sign for loss rates in
the months ahead."

                           Operating Data

New account originations for the quarter ended March 31, 2005 were
163,000. Gross active accounts were 2.2 million as of March 31,
2005, compared to 2.2 million as of December 31, 2004 and 2.4
million as of March 31, 2004.  The Company's managed credit card
loans were $6.2 billion as of March 31, 2005, compared to $6.6
billion as of December 31, 2004 and $7.5 billion as of March 31,
2004.  The Company's owned credit card loan portfolio was $62.0
million as of March 31, 2005, compared to $74.1 million as of
March 31, 2004.

The managed two-cycle plus delinquency rate was 8.3% as of
March 31, 2005, compared to 9.1% as of December 31, 2004 and 10.4%
as of March 31, 2004.  The owned two-cycle plus delinquency rate
was 10.0% as of March 31, 2005, compared to 11.4% as of
December 31, 2004 and 15.0% as of March 31, 2004.

The managed net charge-off rate was 14.5% for the first quarter of
2005, compared to 15.5% in the previous quarter and 17.8% for the
first quarter of 2004. The owned net charge-off rate was 10.1%,
compared to 13.2% in the previous quarter and 71.0% in the first
quarter of 2004.

                     Metris Master Trust Data

The three-month average excess spread in the Metris Master Trust
was 6.47% for the period ended March 31, 2005, compared to 4.86%
for the period ended December 31, 2004 and 4.61% for the period
ended March 31, 2004.  The three-month average excess spread in
the Metris Master Trust for the period ended March 31, 2005
includes an incremental 28 basis points of yield due to recoveries
resulting from sales of certain charged-off receivables, including
cease and desist, efforts exhausted and dismissed bankruptcies.
Sales of these types of charged-off receivables are not conducted
monthly, but are conducted periodically dependent on market
pricing.  The reported two-cycle plus delinquency rate in the
Metris Master Trust was 8.3% as of March 31, 2005, compared to
9.2% as of December 31, 2004 and 10.5% as of March 31, 2004. The
three-month average gross default rate of the Metris Master Trust
was 17.1% for the period ended March 31, 2005, compared to 17.5%
for the period ended December 31, 2004 and 19.3% for the period
ended March 31, 2004.

                       Liquidity and Funding

Consolidated total liquid assets were $307.2 million as of
March 31, 2005, representing an $89.9 million decrease from
$397.1 million as of December 31, 2004. The amount of total liquid
assets held by our wholly owned subsidiary, Direct Merchants
Credit Card Bank, N.A., was $183.2 million as of March 31, 2005
and $167.5 million as of December 31, 2004.  The liquidity reserve
deposit, which is not included in total liquid assets, was $64.0
million as of March 31, 2005, compared to $79.7 million as of
December 31, 2004.

Outstanding corporate debt was $324.2 million and $373.6 million
as of March 31, 2005 and December 31, 2004, respectively.  Off-
balance-sheet funding was $4.9 billion, with $200 million in
unused conduit capacity as of March 31, 2005, compared to
$5.3 billion of off-balance-sheet funding with $840 million in
unused conduit capacity as of December 31, 2004. The decrease in
the unused conduit capacity was primarily due to the defeasance of
the $900 million series 2002-3 asset-backed securities from the
Metris Master Trust that the Company announced on February 1,
2005.  Series 2002-3 was defeased through use of the two-year
conduit facility and was scheduled to mature in May 2005.  The
Company also issued $52.8 million of asset-backed securities from
the Metris Secured Note Trust 2004-2 during January of 2005.  The
asset-backed securities are set to mature on October 20, 2006 and
were rated Ba2/BB+ by Moody's Investors Service, Inc., and Fitch
Inc., respectively.  Proceeds from the issuance were used to make
an optional $50 million prepayment on the Company's Senior Notes
due 2006.  The Company expensed approximately $2.0 million in
costs and charges related to the prepayment.

Subsequent to March 31, 2005, the Company issued $544 million in
series 2005-1 asset-backed securities from the Metris Master
Trust.  Following the issuance of series 2005-1, unused conduit
capacity increased to $850 million as of April 20, 2005.  In
addition, the Company made an optional prepayment of $75 million
on its senior-secured credit agreement due May 2007, which will
result in approximately $6.5 million in costs and charges.  The
impact of these transactions will be reflected in the second
quarter of 2005.

                      Results of Operations

Revenues

Revenues for the quarter ended March 31, 2005 were $150.5 million,
a $28.1 million or 15.7% decrease from $178.6 million for the
quarter ended March 31, 2004.  Securitization income was $108.1
million for the quarter ended March 31, 2005, a reduction of $10.9
million from the comparable period in 2004.  This decrease is
primarily due to a $28.0 million increase in loss on new
securitizations and a $42.9 million decrease in the change in fair
market value revenue, partially offset by a $14.0 million increase
in interest-only revenue and a $32.1 million decrease in
transaction and other costs.  The increase in the loss on new
securitizations resulted primarily from the loss on the defeasance
of Series 2002-3, partially offset by a gain on the $52.8 million
2004-2 BB bond issuance during the current period.  The decrease
in the change in fair market value revenue from the first quarter
of 2004 is primarily due to a $42.3 million decrease in the change
in fair market value related to the change in conduit borrowings
and receivable attrition, and an $8.6 million decrease due to
lower levels of trapped excess spread released.  These decreases
were partially offset by a $10.3 million increase in fair market
value due to the reduction of the discount rate for contractual
retained interest, transferor and restricted cash from 16.0% to
15.0%.  The increase in interest-only revenue resulted from a 186
basis point increase in average excess spread partially offset by
a $1.3 billion reduction in average principal receivables.  The
$32.1 million decrease in transaction costs resulted from a
reduction in financing activity during the first quarter of 2005
over the comparable period in 2004.

Servicing income on securitized receivables was $29.4 million, a
decrease of $6.8 million from the first quarter of 2004 due to a
$1.3 billion reduction in average principal receivables in the
Metris Master Trust.  Credit card loan fees, interchange and other
income was $2.8 million, a decrease of $8.0 million from the first
quarter of 2004 due primarily to the reduction in average owned
credit card loans of $61.4 million between the two periods.
Enhancement services income was $3.5 million for the first quarter
of 2005, a decrease of $4.0 million from the first quarter of 2004
primarily due to the declining number of memberships resulting
from a declining portfolio.  The $1.8 million gain on sale of
membership and warranty business resulted from the recognition of
the remaining deferred portion of the gain due to the expiration
of our obligations under a temporary servicing agreement with the
purchaser.

Expenses

Total expenses were $108.2 million for the quarter ended March 31,
2005, a $6.1 million decrease from $114.3 million for the quarter
ended March 31, 2004.  This decrease was primarily due to lower
compensation, data processing services and communications, credit
protection claims and occupancy expenses due to a reduction in
gross active accounts.  Partially offsetting this decrease was
credit card account and other product solicitation and marketing
expenses, which were $19.1 million during the first quarter of
2005 compared to $15.9 million for the quarter ended March 31,
2004.  This increase of $3.2 million was due primarily to the
increase in account marketing.

                        About the Company

Metris Companies Inc. (NYSE:MXT), based in Minnetonka, Minn, is
one of the largest bankcard issuers in the United States.  The
Company issues credit cards through Direct Merchants Credit Card
Bank, N.A., a wholly owned subsidiary headquartered in Phoenix,
Ariz. For more information, visit http://www.metriscompanies.com/
or http://www.directmerchantsbank.com/

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 15, 2005,
Moody's Investors Service raised the ratings of Metris Companies,
Inc. (senior unsecured to B3 from Caa2) and its bank subsidiary
Direct Merchants Credit Card Bank NA (issuer to Ba3 from B1).  The
rating outlook is stable.  The rating agency said the upgrade
reflects the improvements in Metris's asset quality. These
improvements have led to positive earnings at the company as well
as the release of trapped cash from its securitization conduits,
and have also bolstered ABS investor confidence, giving the
company improved access to the securitization market and greater
funding flexibility.  The ratings action concludes a ratings
review begun on January 13, 2005.

These ratings were upgraded:

Metris Companies Inc.:

   * the rating for the senior unsecured notes due July 2006 to B3
     from Caa2.

Direct Merchants Credit Card Bank, N.A.:

   * the rating of the bank for long-term deposits to Ba2 from
     Ba3;

   * the issuerrating and rating for other senior long-term
     obligations to  Ba3 from B1; and

   * the financial strength rating to D from D-.


MIRANT CORP: Creditors Say Plan Violates Absolute Priority Rule
---------------------------------------------------------------
Sierra Liquidity Fund, LLC, and certain other unsecured creditors
ask the U.S. Bankruptcy Court for the Northern District of Texas
to deny approval of the Debtors' Disclosure Statement on three
points:

   (1) Sierra Liquidity Fund, LLC and 10 other unsecured
       creditors are unable to determine how much postpetition
       accrued interest they can expect to receive and at what
       interest rate;

   (2) The Debtors failed to provide adequate information with
       respect to feasibility of the Plan; and

   (3) The Debtors violated the "absolute priority rule."

The other unsecured creditors are:

    (1) Sierra Nevada Liquidity Fund & The Coast Fund LP,
    (2) Contrarian Funds LLC,
    (3) Argo Partners,
    (4) Longacre Master Fund, Ltd.,
    (5) Madison Distressed Strategies LLC,
    (6) Madison Liquidity Investors 116, LLC,
    (7) Madison Liquidity Investors 123, LLC,
    (8) Madison Liquidity Investors 124, LLC, and
    (9) Madison Niche Opportunities, LLC.

According to Michael D. Warner, Esq., at Warner Stevens, L.L.P.,
in Fort Worth, Texas, the Disclosure Statement estimated the
Postpetition Accrued Interest at $154 million for Mirant Americas
Generation Unsecured Claims.  But there is no clear statement as
to how that amount was calculated, what interest rate was used
and over what period of time interest accrued.  The Disclosure
Statement also states, however, that Postpetition Accrued
Interest will be distributed "to the extent it is determined by
Final Order" that the holder of MAG Unsecured Claims is also
entitled to receive Postpetition Accrued Interest.

"The message given to MAG Unsecured Creditors is therefore
garbled," Mr. Warner says.  " At one point, the Debtors put an
exact figure on the amount of Postpetition Accrued Interest they
will receive ($154 million).  At other points, however, the
Debtors state that they amount of the interest is dependent on
further Court order."

Mr. Warner emphasizes that if the amount of interest is dependent
on the Court's order, that interest rate could range dramatically
from a federal judgment rate of less than 2%, to a state judgment
rate of 8%, or a Claim's contract rate of 18% or higher.

Information regarding the Plan's feasibility is also inadequate:

   (1) The Debtors failed to identify the Exit Lender and the
       availability of funding post-confirmation.  Sierra
       Liquidity and other creditors therefore have no way of
       judging whether to vote for the Plan; and

   (2) The failure to state the amount of Postpetition Accrued
       Interest could affect the Debtors' cash position going
       forward.

Mr. Warner explains that the Debtors must identify the party
supplying exit financing and the terms thereof for creditors to
make their own determination of the likelihood of the Debtors
being able to survive and prosper post-confirmation.  Sierra
Liquidity finds it unfair to have disclosure of the terms of exit
financing only after voting has concluded because financing
issues are exactly the types of matters that creditors should be
voting on.

The Debtors also violated the "absolute priority rule" by
proposing that MAG Convenience Claims receive no postpetition
interest while allowing MAG Equity Interests to retain "all of
the legal, equitable and contractual rights."

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


MIRANT CORP: Court Approves Arkansas Electric Bid Protections
-------------------------------------------------------------
Mirant Corporation and its debtor-affiliates intend to compensate
Arkansas Electric Cooperative Corporation for serving as a
"stalking horse."

As reported in the Troubled Company Reporter on April 15, 2005,
AECC inked a $85,000,000 Deal with the Debtors to buy assets
comprising, among other things,

     (i) a nominal 548 megawatt gas-fired combined cycle power
         generating facility located in Wrightsville, Arkansas,

    (ii) the real property on which the Facility and the Entergy
         substation are located, and

   (iii) various other assets to be assumed or assigned including,
         certain contracts, permits and easements.

The Debtors want to offer AECC bid protections in the event they
chose to consummate the sale of the Wrightsville Facility Assets
to another buyer.

Specifically, the Debtors sought and obtained the Court's
authority to pay a $2,125,000 breakup fee and reimburse up to
$300,000 in expenses AECC incurred after October 18, 2004, in
connection with AECC's due diligence examination and review,
documentation, enforcement, negotiation or closing of the
transaction.

The Breakup Fee and Reimbursable Expenses will be payable upon
the Debtors' entry into and consummation of a Third Party Sale
pursuant to the Auction from the first cash proceeds of the sale.
The Breakup Fee and Reimbursable Expenses will be deemed
administrative expenses with priority under Section 507(a)(1) of
the Bankruptcy Code.

The Debtors also seek permission to reimburse up to $300,000 of
AECC's expenses in the event the parties' Sale Agreement is
terminated by AECC due to a material breach by the Debtors of any
of their representations, warranties, covenants or agreements
which is incapable of being cured or is not cured within 60 days
after written notice.

The Breakup Fee and the maximum permitted Reimbursable Expenses
constitute approximately 2.85% of the Purchase Price.

The Debtors believe that the Bid Protections are (i) reasonable,
given the benefits to the estates of having a definitive purchase
and sale agreement and the risk to AECC that a Third Party offer
ultimately may be accepted, and (ii) necessary to preserve and
enhance the value of the Debtors' estates.

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 Nos. 58 & 59; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Canal LLC to Pay Town of Sandwich $1.8 Mil. Tax Bill
-----------------------------------------------------------------
Mirant Canal, LLC, a Mirant Corporation debtor-affiliate, sought
and obtained the U.S. Bankruptcy Court for the Northern District
of Texas' permission to pay $1,836,063 to the Town of Sandwich, in
Massachusetts, on account of prepetition real and personal
property taxes levied on the Debtor's facility for the 2003 tax
year.

Mirant Canal owns a power plant in Sandwich.  The Facility is
capable of producing approximately 1,109 MW of generating
capacity and is designed to operate during periods of peak and
intermediate demand.

Mirant Canal is the Town's largest taxpayer.  As of the Petition
Date, Mirant Canal owed the Town $1,836,063 for the 2003 Taxes.
Of this amount, (i) $1,638,293 relates to unsecured personal
property taxes entitled to priority status under Section
507(a)(8) of the Bankruptcy Code and (ii) $219,541 relates to
secured real property taxes.  Mirant does not contest the amount
of the 2003 Taxes.

The Debtors note that, under their Plan of Reorganization,
Priority Tax Claims will be paid in full plus Post-Confirmation
Interest, and the Secured Tax Claims are entitled to receive cash
or other property, at the Debtors' sole option, equal to the full
allowed amount of the Secured Tax Claims.  Accordingly, given
that under the terms of the Plan the Town most likely will be
entitled to receive the full amount of the 2003 Taxes, the
Debtors find the payment of 2003 Taxes at this time appropriate.

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: Hires Alvarez and Marsal Tax Advisory Unit
-------------------------------------------------------
Mirant Corporation and its debtor-affiliates advise the Bankruptcy
Court that they have employed Alvarez and Marsal Tax Advisory
Services, LLC, in accordance with the order authorizing the
employment of professionals used in the ordinary course of
business.

Alvarez and Marsal Tax Advisory Services will provide state and
local tax services to the Debtors, including:

    -- consulting on various state and local tax matters as they
       arise;

    -- assistance with state tax return preparation; and

    -- audit defense and planning.

J. Mark McCormick, managing director at Alvarez and Marsal Tax
Advisory Services, assures the Court that the firm does not hold
or represent an interest materially adverse to the Debtors.

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)


NEW CENTURY: Moody's Reviewing Ratings on 33 Certs. & May Upgrade
-----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade thirty-three certificates from eighteen deals originated
by New Century Mortgage Corporation.  The transactions, issued in
1999-2000, are backed by first lien adjustable- and fixed-rate
subprime mortgage loans.  The certificates are being placed on
review for upgrade based on the level of credit enhancement
provided by the excess spread, overcollateralization, and the
subordinate classes.  The projected pipeline losses are not
expected to significantly affect the credit support for these
certificates.  The seasoning of the loans and low pool factor
reduces loss volatility.

The most subordinate classes from Morgan Stanley Dean Witter
Capital I Inc, Series 2001-NC1 and CWABS, Inc, Series 2001-CB1
deals are placed on review for possible downgrade because existing
credit enhancement levels are low given the current projected
losses on the underlying pools.  The transactions have taken
losses and pipeline loss could cause eventual erosion of the
overcollateralization.

Moody's complete rating actions are:

Review for upgrade:

Issuer: Salomon Brothers Mortgage Securities VII

   * Series 1999-NC3; Class M2, current rating A2, under review
     for possible upgrade

   * Series 1999-NC3; Class M3, current rating Baa2, under review
     for possible upgrade

   * Series 1999-NC4; Class M2, current rating A2, under review
     for possible upgrade

   * Series 1999-NC4; Class M3, current rating Baa2, under review
     for possible upgrade

   * Series 1999-NC5; Class M2, current rating A2, under review
     for possible upgrade

Issuer: ABFC 2002-NC1 Trust

   * Class M1, current rating Aa2, under review for possible
     upgrade

   * Class M2, current rating A2, under review for possible
     upgrade

   * Class M3, current rating Baa2, under review for possible
     upgrade

Issuer: New Century Home Equity Loan Trust

   * Series 2000-NC1; Class M2, current rating A2, under review
     for possible upgrade.

   * Series 2002-1; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2002-1; Class M3, current rating Baa2, under review
     for possible upgrade

   * Series 2002-1; Class M4, current rating Baa3, under review
     for possible upgrade

Issuer: PaineWebber Mortgage Acceptance Corp IV, Series 2000-HE1

   * Class M1, current rating Aa2, under review for possible
     upgrade

Issuer: Morgan Stanley Dean Witter Capital I Inc

   * Series 2001-NC2; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2001-NC3; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2001-NC4; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2001-NC4; Class M2, current rating A2, under review
     for possible upgrade

   * Series 2002-NC1; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-NC1; Class M2, current rating A2, under review
     for possible upgrade

   * Series 2002-NC4; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-NC4; Class M2, current rating A2, under review
     for possible upgrade

Issuer: MASTR Asset Securitization Trust 2002-NC1

   * Class M1, current rating Aa2, under review for possible
     upgrade

   * Class M2, current rating A2, under review for possible
     upgrade

Issuer: GSAMP 2002-NC1 Trust

   * Class M1, current rating Aa2, under review for possible
     upgrade

   * Class M2, current rating A2, under review for possible
     upgrade

Issuer: Asset Backed Securities Corporation

   * Series 2002-HE1; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-HE1; Class M2, current rating A2, under review
     for possible upgrade

   * Series 2002-HE2; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-HE2; Class M2, current rating A2, under review
     for possible upgrade

Issuer: MESA Trust

   * Series 2001-1; Class M, current rating Baa2, under review for
     possible upgrade

   * Series 2001-1; Class B, current rating Ba2, under review for
     possible upgrade

   * Series 2001-2; Class M, current rating Baa2, under review for
     possible upgrade

   * Series 2001-2; Class B, current rating Ba2, under review for
     possible upgrade

Review for downgrade:

Issuer: Morgan Stanley Dean Witter Capital I Inc

   * Series 2001-NC1; Class B1, current rating Baa3, under review
     for possible downgrade

Issuer: CWABS, Inc

   * Series 2001-BC1, Class B2, current rating Baa2, under review
     for possible downgrade


NEW ORLEANS CITY CLUB: Closing its Doors for Good on June 1
-----------------------------------------------------------
Keith Brannon, writing for The Biz Network, says that executives
planning a power lunch in the Big Easy at the New Orleans City
Club located at 1525 St. Charles Ave. will have to find another
option.

When the private club filed for chapter 11 protection on Feb. 3,
2005, General Manager Gary Cohn disclosed that the Club employed
40 workers.  Half have been sent home.  The club closed its doors
to the public this month.  Some private events in its second-floor
banquet facilities will be held this month and next, but the Club
will close for good on June 1.

Mr. Brannon relates that the Club originally catered to those in
the oil and gas industry, starting as The Petroleum Club in the
1940s.  It grew along with the energy industry in the city and
eventually changed its name to the Energy Club.  The club had
1,400 members a decade ago and once held a prominent space at the
top of the Energy Centre in downtown New Orleans.  It opened at
its present location three years ago.  The club changed its name
to the New Orleans City Club to broaden its membership.  Now less
than 20 percent of its 900 members work in the sector, and the
Club's struggled to increase its membership the past few years.

Zea Rotisserie & Grill has reportedly signed a lease for the St.
Charles Ave. location and plans to open a restaurant in the
building in August, Mr. Cohn told Mr. Brannon.  The club will
likely convert its Chapter 11 proceeding to a Chapter 7
liquidation and let a Chapter 7 Trustee sell its remaining assets
and pay creditors, Mr. Cohn added.

New Orleans City Club, Inc., filed for chapter 11 protection on
Feb. 3, 2005 (Bankr. E.D. La. Case No. 05-10758).  A copy of the
Debtor's chapter 11 petition is available at no charge at
http://bankrupt.com/misc/05-10758-001.pdf

The Debtor is represented by:

     Daniel A. Smith
     Healey & Smith
     650 Poydras Street, Suite 2345
     New Orleans, LA 70130
     Telephone (504) 581-6700
     Fax (504) 581-6709

The United States Trustee appointed an Official Committee of
Unsecured Creditors on April 15, 2005.  Bankruptcy Court records
don't show that the Committee's moved to retain any professionals.

The Debtor estimated assets and liabilities of $100,000 to
$500,000 in its bankruptcy petition.  The Debtor filed its
Schedules of Assets and Liabilities and Statement of Financial
Affairs with the Court on Feb. 22, 2005.


NORAMPAC INC: Earns $12.4 Million of Net Income in First Quarter
----------------------------------------------------------------
Norampac Inc. reports net income of $12.4 million or $8.4 million
excluding specific items for the first quarter of 2005.  This
compares to net income of $8.9 million or $3.4 million excluding
specific items for the same quarter in 2004.

    Consolidated selected information
    (in millions of Canadian dollars)
                                                ----------------------------
-
                                                   First quarter    Fourth
                                                                   quarter
                                                ----------------------------
-
                                                  2005      2004      2004
                                                ----------------------------
-

    Sales                                        320.0     292.0     305.4

    Operating income                              23.6      20.3      36.0
    Operating income excluding specific items     18.1       9.2      28.3

    Net income                                    12.4       8.9      26.5
    Net income excluding specific items            8.4       3.4      15.8
                                                ----------------------------
-

Commenting on the results, Mr. Marc-Andre Depin, President and
Chief Executive Officer, stated: "The first quarter results were
improved due to the higher pricing level compared to last year.
The stronger Canadian dollar combined with higher freight, fiber,
and energy costs continue to put pressure on our financial
results.  For the next quarter, we will continue in our efforts to
implement our recently announced price increases and to closely
manage our controllable costs."

Quarterly Highlights:

   -- Despite a stronger Canadian dollar, average reported
      Canadian selling prices were higher in both the
      containerboard and the corrugated products segments;

   -- A $7 million gain on disposal of a property following the
      decision to close down the Concord corrugated products
      plant;

   -- Unrealized loss of $1 million in the first quarter of 2005
      versus an unrealized gain of $11 million in the first
      quarter of 2004 on financial instruments related to some
      commodity hedging contracts due to the CICA guidelines on
      hedge accounting; and

   -- The Company's North American primary mill capacity
      utilisation rates remained at 95%, therefore, at the same
      level as the last quarter.

Sales amounted to $320 million in the first quarter of 2005,
compared to $292 million for the corresponding quarter in 2004.
The increase in sales for the first quarter of 2005 compared to
2004 is attributable to a higher pricing level and this despite a
stronger Canadian dollar.  Shipments of containerboard were
approximately at the same level in the first quarter of 2005
compared to the same quarter in 2004, and were up by 4% compared
to the fourth quarter of 2004.  Shipments of corrugated products
were approximately at the same level in the first quarter of 2005
compared to the same quarter in 2004 and were down by 2% compared
to the fourth quarter of 2004.

Operating income excluding specific items amounted to
$18.1 million in the first quarter of 2005, compared to
$9.2 million for the corresponding quarter in 2004.  The increase
in operating income excluding specific items is mainly
attributable to higher selling prices in both the containerboard
and the corrugated products segments, which were partially offset
by higher costs related to fiber, transportation, energy,
maintenance and profit sharing.

Norampac (S&P, BB+ Long-Term Corporate Credit Rating, Stable
Outlook) owns eight containerboard mills and twenty-six corrugated
products plants in the United States, Canada and France.  With an
annual production capacity of more than 1.6 million short tons,
Norampac is the largest containerboard producer in Canada and the
7th largest in North America.  Norampac, which is also a major
Canadian manufacturer of corrugated products, is a joint venture
company owned by Domtar Inc. (TSX: DTC) and Cascades Inc.
(TSX: CAS).


NORTHSTAR CBO: Fitch Keeps Junk Ratings on A-3 & B Note Classes
---------------------------------------------------------------
Fitch Ratings affirms one class of notes issued by Northstar CBO
1997-2 Ltd./Corp.  This affirmation is a result of Fitch's review
process and is effective immediately:

        -- $29,887,504 class A-2 affirmed at 'BB-';
        -- $90,000,000 class A-3 remains at 'CC';
        -- $33,300,000 class B remains at 'C'.

Northstar 1997-2 is a collateralized debt obligation managed by
ING Investment Management Company which closed July 15, 1997.  The
collateral supporting Northstar 1997-2 is composed of high-yield
corporate bonds.  Included in this review, Fitch discussed the
current state of the portfolio with the asset manager and their
portfolio management strategy going forward.  In addition, Fitch
conducted cash flow modeling utilizing various default timing and
interest rate scenarios to measure the breakeven default rates
going forward relative to the minimum cumulative default rates
required for the rated liabilities.

Since the last rating action, the class A-2 noteholders have
received principal distributions amounting to $48.1 million.  The
remaining balance of $29.8 million represents 18.3% of the
originally rated balance. The collateral quality has continued to
erode.  As of the April 2005 trustee report, defaulted assets
account for $66 million, or 72% of the total collateral balance of
$91.25 million.  As of the last payment date, all rated
liabilities are current on interest, since principal proceeds are
used to pay any interest shortfall to the class A-3 and class B
noteholders.  The overcollateralization -- OC -- test does not
divert cash flows toward redemption of the A-2 notes until after
the payment of class B interest.

Due to the ongoing event of default caused by low OC levels, the
asset manager cannot sell any collateral including defaulted
obligations.  Given this restriction, the source of principal
proceeds is limited to calls/tenders and maturities.  When the
calls and tenders stop, the structure will enter into a different
event of default stemming from payment shortfall to the class A-3
notes because there will be no principal to make up the interest
shortfall.  When this happens, with the approval of the senior
noteholders, the liabilities of Northstar 1997-2 will become due,
and the collateral will be liquidated and used to retire debt in a
sequential manner.  Currently there are enough principal proceeds
to supplement interest shortfalls for the next payment period.
The class B notes are further supported by a $10 million letter of
credit that can be applied toward any interest shortfall or
principal shortfall.

The rating of the class A-2 notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class A-3 and class B notes address the likelihood that investors
will receive ultimate and compensating interest payments, as per
the governing documents, as well as the stated balance of
principal by the legal final maturity date.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A-2 notes still reflect the
current risk to noteholders.

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


NORTHSTAR CBO: Fitch Holds Junk Ratings on Classes A-2 & B Notes
----------------------------------------------------------------
Fitch Ratings maintains the ratings of class A-2 notes and class B
notes issued by Northstar 1997-1 CBO, Ltd., which closed Jan. 21,
1997. Northstar 1997-1 CBO is a collateralized bond obligation
supported by high yield bonds.

      -- $133,385,979 class A-2 notes 'CC';
      -- $21,000,000 class B notes 'C'.

Fitch reviewed the credit quality of the individual assets
constituting the portfolio and discussed the transaction's
performance with ING Investment Management Company, the asset
manager.

Since the previous rating action the collateral has deteriorated.
Defaulted securities constitute $66.8 million (71%) of the total
collateral balance of $93.7 million, excluding eligible
investments, compared with April 2004 reported levels of $57.8
million (43%) defaulted assets.  The class A-2
overcollateralization -- OC -- test has eroded to 29.1% from 54.3%
as of one year ago.

At the last payment date, Feb. 15, 2005, the collateral did not
produce sufficient interest proceeds to pay the coupon on the
class A-2 notes.  As a result, principal proceeds of $1.5 million
were applied to pay unpaid interest to the class A-2 notes.  The
class B notes paid interest entirely from principal collections.
The remaining principal of $11.8 million was applied to attempt to
cure the class A OC test.

As of the most recent trustee report, there are not enough
principal proceeds to supplement the projected interest shortfall
on the class A-2 notes on the August 2005 payment date.  Since the
collateral manager is prohibited from selling collateral,
calls/tenders and maturities are the only major source of
principal monies.  If there is not enough principal to pay the
interest shortfall on the class A-2 notes, Northstar 1997-1 will
enter into an event of default, and the remaining collateral will
be liquidated and paid to the class A-2 noteholders upon their
approval.

Deal information and historical data on Northstar 1997-1 CBO is
available on the Fitch Ratings web site at
http://www.fitchratings.com/


OCTANE ENERGY: Alberta Court Approves CCAA Plan of Arrangement
--------------------------------------------------------------
Octane Energy Services Ltd. (TSX-V: OES) received the approval of
its creditors and the Court of Queen's Bench of Alberta for its
plan of arrangement.  The Company expects to implement the plan
under the arrangement and then terminate proceedings under the
Companies' Creditor Arrangement Act.

Subsequent to termination of the CCAA, Octane will continue to be
listed on the TSX Venture Exchange and will have some real estate
holdings and cash along with certain available tax losses.
Management of Octane intends to pursue certain identified
opportunities to enhance shareholder value.

Octane Energy Services Ltd.'s wholly owned subsidiary Pronghorn
Controls Ltd. remains intact and outside of the CCAA process.
Octane Energy Services Ltd.'s wholly owned subsidiaries, Octane
Energy Services, Inc., and Octane Energy Services (BC), Inc., were
placed into receivership by consent after close of business on
Friday, December 4, 2004.  In addition, the role of the court
appointed monitor was expanded at the parent company (Octane
Energy Services Ltd.) and includes a receivership over the
equipment held in that corporate entity.

Octane is an oilfield services company whose main business is
providing electrical and instrumentation services through its
subsidiary Pronghorn, Pronghorn remains outside of the CCAA
process and continues to operate in the ordinary course of
business.  The common shares of Octane trade on the TSX Venture
Exchange under the symbol "OES".


OMNI ENERGY: Posts $14.3 Million Net Loss in Fiscal-Year 2004
-------------------------------------------------------------
OMNI Energy Services Corp. (Nasdaq: OMNI) reported a net loss in
its 2004 results despite a 44% increase in revenues over the same
year ended December 31, 2003.  The Company said that after taking
$7.8 million of accounting charges, including:

   -- $4.2 million of impairment charges recorded as a part of the
      restructuring of its aviation division;

   -- $2.0 million of non-cash accounting charges related to the
      issuance and redemption of a portion of the Company's 6.5%
      Subordinated Convertible Debentures; and

   -- $2.1 million in other charges, including $0.5 million of
      preferred stock dividends,

the Company reported a net loss from continuing operations of
$11.2 million for the year ended December 31, 2004.  After a
$3.1 million charge taken in connection with discontinuing a
segment of its aviation operations, the Company reported a net
loss available to common stockholders of $14.7 million on revenues
of $51.6 million for year ended December 31, 2004.

For the year ended December 31, 2003, OMNI previously reported net
income from continuing operations of $3.7 million on revenues of
$35.8 million.  After a $0.2 million charge for losses on certain
of its 2003 discontinued operations and $0.5 million on preferred
stock dividends, net income available to common stockholders
totaled $3.0 million for the 2003 year.

On the 2004 results, James C. Eckert, OMNI's Chief Executive
Officer commented, "During 2004 we re-aligned the Company into
separate and distinct business segments to provide efficiency and
to improve the long-term profitability of OMNI.  In doing so, we
incurred approximately $9.3 million in non-recurring expenses
including:

     (i) $1.5 million to consolidate our aviation operations and
         re-certify and re-value the carrying value of portions of
         our aviation fleet;

    (ii) $0.7 million of start-up costs incurred to commence
         certain long-term aviation contracts;

   (iii) $4.2 million of asset impairment charges taken in our
         aviation division; and,

    (iv) $0.3 million in one-time corporate governance cost
         required by the Sarbanes-Oxley Act of 2003.

Our net loss for 2004 was $14.3 million.  Excluding $9.3 million
in non-recurring charges, and assuming a full year of operations
of Trussco, Inc., which we acquired on June 30, 2004, our pro
forma EBITDA totaled $12.1 million, a 68% increase over the
$7.2 million reported in 2003." Pro forma EBITDA, which is a non-
GAAP financial measure, is provided herein to assist investors in
better understanding the Company's financial performance.

"Wetter than normal weather conditions in mid-2004 caused a number
of our seismic drilling projects to be deferred into the fourth
quarter of 2004 and into the first quarter of 2005.  Normally, the
fourth and first quarters of our fiscal year are our slowest
periods for our seismic drilling operations," added Mr. Eckert.
"While these project delays resulted in less than expected
performance results in 2004 for our seismic drilling operations,
early 2005 daily seismic drilling revenues ran at record levels.
In fact, daily drilling revenues in early 2005 were significantly
higher than comparable seismic drilling revenues during any
operating period for the past five years.  Additionally, seismic
drilling margins in early 2005 appear to be improving over this
division's margins in 2004 as utilization improves. Also, early
indications point towards a possible increase in 2005 of our
higher margined transition zone work over 2004 levels."

"We remain pleased with the strong level of revenues and the
impressive profit margins reported by our environmental unit but,
there is still room for improvement," continued Mr. Eckert. "In
2005, we expect to focus on maximizing this business unit's asset
and personnel utilization by consolidating various operational,
marketing and administrative functions.  This focus will also
concentrate on reducing and eliminating non-essential facilities
and administrative overhead," added Mr. Eckert.

"The 2004 restructuring of the aviation division should position
the Company for improved profitability, but this business unit
remains our most challenging task," continued Mr. Eckert.  "In
November 2003, we acquired American Helicopters, Inc.  In 2004, we
expanded the size and capacity of our aviation fleet.  This
expansion was obviously beyond the capabilities of management
infrastructure of our aviation division," said Mr. Eckert.  "To
address this problem, we initiated the consolidation of our
aviation division.  In September 2004 we started:

     (i) re-certifying American's aviation fleet under OMNI's FAA
         certificate;

    (ii) eliminating duplicative administrative positions;

   (iii) terminating contracts which were operating at less than
         acceptable rates for our transportation services; and

    (iv) eliminating non-essential personnel, bases and operating
         facilities.

"While we have returned this business unit to near, break-even
levels, the resurrection of this division remains our biggest
challenge for 2005 and beyond," said Mr. Eckert.

                       Events of Default

On Feb. 25, 2005, OMNI received notice of certain alleged events
of default under certain of its 6.5% Convertible Debentures, dated
Feb. 12, 2004, and April 15, 2004, issued to Portside Growth and
Opportunity Fund for $2,500,000 and $1,250,000, respectively.

As a result of these defaults, Portside demanded that OMNI redeem
all of the debentures held by it, in the aggregate principal
amount of $2,765,625, on March 2, 2005.  Portside also notified
OMNI of its intention to commence a civil action against OMNI to
obtain a judgment with respect to all amounts owed to it under the
debentures.

Headquartered in Carencro, La., OMNI Energy offers a broad range
of integrated services to geophysical companies engaged in the
acquisition of on- shore seismic data and through its aviation
division, transportations services to oil and gas companies
operating in the shallow, offshore waters of the Gulf of Mexico.
The company provides its services through several business units:
Seismic Drilling, Aviation, Permitting, Seismic Survey and
Environmental.  OMNI's services play a significant role with
geophysical companies who have operations in marsh, swamp, shallow
water and the U.S. Gulf Coast also called transition zones and
contiguous dry land areas also called highland zones.


OWENS CORNING: Has Until June 30 to Solicit Votes on Plan
---------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware extends Owens Corning and its debtor-affiliates'
exclusive period within which they may solicit acceptances of
their Chapter 11 Plan without interference from any other party-
in-interest through and including June 30, 2005, without
prejudice.

In the event that, prior to June 30, the Third Circuit Court
reverses the District Court's October 5, 2004, Order granting the
Debtors' request for the substantive consolidation of their
estates, the Bankruptcy Court directs the Debtors to schedule a
status conference.  The status conference is set on the next
omnibus hearing date after the issuance of the ruling.  At the
status conference, the Debtors will advise the Bankruptcy Court
of the ruling and address the Plan Proponents' intentions with
regard to their Disclosure Statement and Plan.

Parties-in-interest may seek to terminate or modify the Exclusive
Periods proposed by the Debtors.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company
reported $132 million of net income in the nine-month period
ending Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No.
105; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PLASTECH ENGINEERED: Moody's Pares Ratings & Says Outlook Negative
------------------------------------------------------------------
Moody's Investors Service downgraded all ratings for Plastech
Engineered Products, Inc.  Plastech and its critical customers are
being adversely affected by the challenges currently destabilizing
the North American automotive industry.  As a result, Plastech's
leverage, cash flow performance, and liquidity fell well short of
expectations during 2004.  Management's revised estimates
regarding prospective results are also decidedly more
conservative.  The outlook following these rating actions is
negative.

These specific ratings were downgraded:

   * Downgrade to B1, from Ba3, of the ratings for Plastech
     Engineered Products, Inc.'s $465 million ($438 million
     remaining) of guaranteed senior secured first-lien credit
     facilities, consisting of:

     -- $100 million revolving credit facility due March 2009;

     -- $75 million ($60 million remaining) term loan A facility
        due March 2009;

     -- $290 million ($278 million remaining) term loan B facility
        due March 2010;

   * Downgrade to B2, from B1, of the rating for Plastech
     Engineered Products, Inc.'s $50 million guaranteed senior
     secured second-lien term loan facility due March 2011;

   * Downgrade to B1, from Ba3, of the senior implied rating;

   * Downgrade to B3, from B2, of the senior unsecured issuer
     rating.

The rating downgrades reflect that Plastech's 2004 operating
performance and liquidity fell well short of its original plan,
and the company's credit protection measures were negatively
impacted.  Plastech's total debt/EBITDAR leverage (including the
present value of operating leases as debt) rose above 5.0x as of
fiscal year end December 31, 2004.  Cash plus unused effective
availability under Plastech's revolving credit facility notably
declined below $10 million at year end, but management
indicates that this liquidity amount has since improved to about
$40 million.  The company also had to obtain waivers of several
fiscal year end financial covenant violations under the credit
agreement.

The deterioration of Plastech's operating results was evident
despite the fact that the company's February 2004 acquisition of
LDM Technologies appears to have been a good business fit, has
been fully integrated into Plastech's operations, and is already
generating the $25 million of budgeted annualized synergies.
Offsetting these benefits were a series of negative industry
pressures that were out of management's ability to control.
Plastech is heavily concentrated with the Big 3 domestic OEM's in
the North American market and is therefore vulnerable to lowered
production volumes and market shares, as well as delayed program
launches.  In addition, Plastech was pressured by its customers to
agree to a significantly higher percentage of non-contractual
pricedowns in an effort to maintain customer relationships and
solidify its future book of business.  Certain annual sales levels
to Johnson Controls, Inc., per the terms of the Plastics Component
Sourcing Agreement with Plastech are also lower than anticipated.
JCI's ability to meet the minimum sales levels for 2005 and
forward under the agreement is uncertain.  As a purchaser of high
volumes of plastic, Plastech is also heavily exposed to rising
prices for oil derivatives.

The negative rating outlook centers on Moody's concerns regarding
the potential duration of the current confluence of unfavorable
industry conditions, expectations for ongoing customer price
compression, uncertainty regarding JCI's ability to meet its
previously anticipated volume levels under the critical PCSA
contract, and the potential impact of rising oil prices on both
the cost of oil derivatives as well as the ongoing popularity of
high-content SUV's with consumers.

The rating downgrades affecting Plastech were confined to one
notch based upon the fact that LTM and prospective EBIT interest
coverage remain satisfactory at about 2.0x or better, the
acquisition of LDM appears to have been accretive, and the
existence of an automatic hedge within the PCSA agreement with JCI
related to the level of 2005 productivity giveback payments to be
made by Plastech.  In addition, during April 2005 Plastech
executed an amendment to the credit agreement resetting all
financial covenants based upon the company's revised base case
plan.  On that basis, Plastech should have full access to its
revolving credit facility over the near-to-intermediate term
without risk of violating covenants.  Plastech additionally
received $22 million of gross proceeds during the first quarter of
2005 related to the sale of a minority joint venture interest in
Singapore.  Several unusual commercial uses of cash aggregating
more than $15 million and an approximately $10 million pre-buy of
resin inventory in anticipation of commodity price increases are
in the process of reversing.  Plastech is also making use of its
natural recession hedge by bringing certain "extended enterprise"
outsourced production back in-house and thereby improving capacity
utilization and margin performance for that business.

Future events that would likely result in additional ratings
downgrades include the inability of Plastech to stabilize unused
liquidity near $50 million, a material acquisition, persistently
high customer pricedowns, continued increases in raw materials
prices which are not offset by customers, further declines in
production levels, or significant volume shortfalls under the PCSA
agreement.

Future events that could result in an improved outlook and
eventual rating upgrades could include additional enhancements to
improve average unused liquidity to $75 million or more, a
positive result to ongoing discussions with JCI regarding ways to
enable JCI to meet previously anticipated sales levels or to
otherwise find a mutually agreeable solution to the sales
shortfall situation, stabilizing commodity prices, additional new
business awards with solid margins, and geographic diversification
of the customer base.

Plastech, headquartered in Dearborn, Michigan, is a leading
designer and manufacturer of primarily plastic automotive
components and systems for OEM and Tier I customers.  These
components and systems incorporate injection-molded plastic parts,
blow-molded plastic parts, and a small percentage of stamped metal
components.  They are used for interior, exterior and under-the-
hood applications. Annual revenues approximate $1 billion.


PONDEROSA PINE: Wants to Use Prepetition Lenders' Cash Collateral
-----------------------------------------------------------------
Ponderosa Pine Energy, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for permission, on
an interim basis:

   a) to use Cash Collateral securing repayment of pre-petition
      obligations to the Secured Parties, and the Chase Bank
      Group, led by JP Morgan Chase Bank as successor-in-interest
      to The Chase Manhattan Bank as agent; and

   b) grant adequate protection to the Chase Bank Group and the
      Secured Parties for use of the Cash Collateral.

Under various Pre-Petition Credit Agreements, the Debtors owe
approximately $134.6 million to the Chase Bank Group and the
Secured Parties.

The Debtors need access to the Cash Collateral securing repayment
of those loans to pay Subcontract Employees, obligations under the
Operating Agreement, fuel suppliers and service providers, and to
minimize disruption to their businesses and operations.

The Debtors' request authority to use the Cash Collateral until
May 14, 2005, in accordance with a Weekly Budget projecting:

             4/16/05     4/23/05     4/30/05     5/7/05    5/14/05
             -------     -------     -------     ------    -------
Beginning
Cash
Balance   $1,895,757  10,415,108  10,295,108  5,594,198  5,109,948

Total
Expenses                 120,000   4,700,910    484,250    368,000
          ----------  ----------  ----------   ---------  --------
Ending
Cash
Balance   $1,895,757  10,295,108   5,594,198  5,109,948  4,741,948

The Chase Bank Group and the Secured Parties have consented to the
Debtors' use of the Cash Collateral.

To adequately protect the interests of the Chase Bank Group and
the Secured Lenders, the Debtors have proposed to grant them a
perfected first priority senior security interests and liens on
all cash, pre-petition and post-petition property, and partnership
interests of the Debtors.

The Debtors ask the Court to hold a final hearing and enter a
final order allowing them permanent use of Cash Collateral on
May 23, 2005.

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D. N.J.
Case No. 05-22068).  Mary E. Seymour, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC represent the Debtor in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


PONDEROSA PINE: Look for Bankruptcy Schedules on May 23
-------------------------------------------------------
Ponderosa Pine Energy, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for more time to
file their Schedules of Assets and Liabilities, Statements of
Financial Affairs, Statements of Executory Contracts and Unexpired
Leases.  The Debtors want until May 23, 2005, to file those
documents.

The Debtors explain that to prepare the Schedule and Statements,
they must gather information from books and records for each of
the seven debtor-affiliates.  Consequently, collection of the
necessary information for those documents require the expenditure
of substantial time and effort on the part of the Debtors.

The Debtors relate that in view of the size, scope and complexity
of their bankruptcy cases, Bankruptcy Rule 1007(c) permits the
extension of the time for the filing of the Schedules and
Statements.

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D.N.J.
Case No. 05-22068).  Mary E. Seymour, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC represent the Debtor in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


PREMCOR INC: Inks $8 Billion Merger Pact with Valero Energy
-----------------------------------------------------------
Premcor Inc. (NYSE: PCO) and Valero Energy Corp. (NYSE: VLO)
executed a merger agreement for Valero to acquire Premcor in an
$8 billion transaction.  As a result, Valero will add four
refineries and 790,000 barrels per day of throughput capacity to
its system, making it the largest refiner in North America.

With this acquisition, Valero will have total assets of
$25 billion and annual revenues of nearly $70 billion, which would
rank it No. 15 on the current listing of the Fortune 500.  Adding
Premcor's refineries in Port Arthur, Texas; Memphis, Tennessee;
Delaware City, Delaware; and Lima, Ohio will give Valero 19
refineries with a total throughput capacity of 3.3 million BPD.

"This transaction is one of the largest and most strategic
acquisitions in Valero's history," said Bill Greehey, Valero
chairman and chief executive officer.  "We are acquiring several
very strategic refineries for significantly less than their
combined replacement value, and we'll be improving the
profitability of these plants by capturing synergies, improving
their reliability and yields, and increasing their capacities.

"This acquisition gives us the best geographic diversity among
U.S. refiners with a presence in all of the major refining
regions, which further increases our earnings stability.  What's
more, it complements our complex refining system and increases the
amount of sour crude oil that we process.

"I can't think of a better acquisition for Valero and our
shareholders because it's expected to be significantly accretive
to our earnings and cash flow per share based on both our internal
forecast and First Call consensus estimates.  We estimate that
we'll benefit from $350 million in annual synergies in the second
year after closing.  These will include reduced administrative
costs, lower interest expenses, crude oil cost savings due to our
purchasing leverage, and operational profit improvements that
require limited capital investment.  And, we think that once we
have a chance to evaluate each facility more thoroughly, we will
find that there are even more synergy opportunities, just as we
did with the Ultramar Diamond Shamrock acquisition.

"This acquisition is also good news for consumers because we have
a track record of investing in and expanding our refineries.  In
fact, from 1996 through the end of this year, we will have
increased our refining system's throughput capacity by more than
380,000 BPD -- the size of two world-scale refineries -- by
expanding our existing facilities.  Not only do we have the
expertise, we also have a strong balance sheet, an investment-
grade credit rating, access to low-cost capital and good cash
flow, which enables us to make the costly 'stay-in-business'
environmental investments, as well as the capital investments
necessary to continue increasing our refining capacity," Mr.
Greehey said.

Jefferson F. Allen, Premcor's chief executive officer, said, "This
transaction provides Premcor's shareholders with a meaningful
increase in the value of their investment, as the terms of the
agreement represent a 24.6 percent increase over the closing price
of our stock on April 22, 2005.  In addition, our shareholders
will retain the option to continue participating in the industry
through common stock ownership in Valero, which, with this
transaction, will become the largest refiner in the United States
and, more importantly, has long been a high-quality, financially
strong growth company focused on creating shareholder value."

Thomas D. O'Malley, Premcor's chairman and holder of more than one
million shares of Premcor's common stock, said, "This transaction
creates the number one investment vehicle in the very attractive
U.S. refining sector.  The resulting company has the financial
strength to take advantage of the many internal opportunities
available within Premcor's existing refining system to expand
capacity, provide more clean fuels to the American consumer, and
continue to strengthen its performance from an environmental and
safety perspective.  Valero has proven over the past ten years to
be an extremely efficient operator and has demonstrated a unique
ability to grow both externally and internally.  I intend to
remain a long-term and large shareholder of the new Valero.

"Premcor's board of directors, after a very careful review of the
transaction, unanimously voted in favor of it.  I sincerely
appreciate the confidence our shareholders have shown in our
management and, in particular, the level of support we have
received from our large shareholders, the Blackstone Group and
Occidental Petroleum, and their direct representatives," O'Malley
said.

                   Terms of the Transaction

The equity portion of the $8 billion transaction will be paid 50
percent in stock and 50 percent in cash.  At closing, Premcor
shareholders will receive 46.7 million shares of Valero stock,
valued at approximately $3.5 billion as of April 22, 2005.  The
cash portion, which equates to $3.4 billion, will be financed with
a combination of cash on hand and bank debt.  In addition, Valero
will assume an estimated $1.8 billion of Premcor's existing long-
term debt, offset by $800 million in cash as of Dec. 31, 2004.  By
year-end, Valero expects the combined company to have $2 billion
of available cash so it anticipates issuing approximately
$1.4 billion in new debt.

Under the terms of the merger agreement, Premcor shareholders will
have the right to receive either 0.99 shares of Valero common
stock, or $72.76 in cash for each share of Premcor stock they own,
or a combination of the two, subject to pro-ration so that 50
percent of the total Premcor shares are acquired for cash. The
merger consideration represents an approximate 20 percent premium
to the recent 30-day trading range of Premcor's stock price.

Taking the effect of the acquisition into account, Valero's debt-
to- capitalization ratio is expected to be approximately 33
percent at the end of 2005, which is in line with the company's
peer group.  And, Valero expects to retain its investment-grade
credit rating upon closing of the merger.

            Win-Win for Valero & Premcor Shareholders

"This is a win-win situation for the shareholders of both
companies," said Mr. Greehey.  "Valero shareholders will benefit
because the transaction is expected to be approximately 14 percent
accretive to earnings per share and about 13 percent accretive to
cash flow per share in the first year.  And, with increased
profitability, more liquidity and better visibility, we think that
the market should realize the great value of our stock and assign
a higher multiple.

"And, Premcor shareholders will receive a substantial premium,
lock in a solid return with the cash portion of the agreement, and
receive shares in Valero so they'll have an opportunity to benefit
from the upside potential," he said.

                    A Great Fit for Valero

"Tom O'Malley, Jay Allen and their team have done an outstanding
job of building Premcor into a first-rate energy company, and
their refineries are a great fit for our system and they meet our
acquisition criteria.  Each of these refineries has a throughput
capacity well in excess of 100,000 BPD; has good logistics;
enhances our geographic diversity; and has upgrade potential,"
said Mr. Greehey.

"Plus, there are significant benefits to bringing Premcor's
refineries into Valero's much-larger refining system.  In addition
to the operational synergies, the refineries will benefit from our
expertise in upgrading and expanding refineries, our experience in
sour crude processing and our significant purchasing leverage.

"With this acquisition, we will have the most conversion capacity
of any U.S. refiner at around 2 million BPD. Of course, the more
conversion capacity that you have, the heavier and more sour
feedstocks you can run and the more gasoline and diesel you can
make, which allows you to capture better margins.

"On a combined basis, our system would initially be processing
around 1.8 million BPD of sour feedstocks.  And, as projects such
as the major expansions at Port Arthur and Aruba come online, we
will be increasing our sour crude advantage," he said.

                      A New Era in Refining

"This acquisition couldn't come at a better time," Mr. Greehey
said. "2005 is off to a great start and we are right on track to
have another record year.  Our first quarter earnings were 111
percent higher than the same period last year, and of course, we
had a record first quarter in 2004.  Because of the positive
outlook, we believe that our trend of record-setting quarterly
results will continue into 2006 and beyond.

"Clearly, the refining industry has entered a new era. As a
result, we believe that we will continue to see higher highs and
higher lows for both sour crude oil discounts and product margins
in the future," he said.

Valero's leverage to sour crude discounts is one of the biggest
contributors to its record earnings, Mr. Greehey noted.  As oil
demand continues to grow, the increase is being met by medium and
heavier sour crude oil, which makes up approximately 70 percent of
Valero's crude slate.  Since there are a limited number of
refineries capable of upgrading these crude oils, there is a
growing surplus of these feedstocks, which helps keep sour crude
discounts at historic levels.

According to Mr. Greehey, Valero expects sour crude discounts to
be at least 46 percent better in 2005 than they were in 2004,
which would improve the company's operating income by $1.6 billion
this year.

"On top of that, there is limited refining capacity to meet the
growing demand for refined products, and it's going to be that way
for quite some time," Mr. Greehey said.  "Even if major expansion
projects were put in place today, it would take four to five years
to complete the engineering, get the necessary permits and build
the units.  What's more, the bulk of most refiners' capital is
tied up meeting Tier II sulfur specifications through 2006 so
investments in expansion projects will likely be limited.  As a
result, refining margins should remain strong for the foreseeable
future.

"2005 is shaping up to be another year of record earnings for
Valero.  And, with such strong fundamentals and this great
acquisition, our future has never looked brighter," he said.

                        Timing & Transition

The boards of directors of both companies unanimously approved
Valero's acquisition of Premcor, which is subject to the approval
of Premcor's shareholders and customary regulatory approvals.  The
transaction is expected to close Dec. 31, 2005, and both companies
expect a smooth transition.  There will be no changes to Valero's
senior management or board of directors.

Lehman Brothers acted as a financial advisor to Valero, and Morgan
Stanley served as a financial advisor to Premcor.

                      About the Refineries

Port Arthur, Texas Refinery

Premcor's flagship refinery in Port Arthur has a throughput
capacity of 250,000 BPD and a replacement value of approximately
$4.4 billion.  The refinery processes heavy, sour crude oil,
earning it a Nelson Complexity rating of 11.6.  In 2001, Premcor
invested $830 million in a delayed coker to enable the plant to
run heavy, sour crude, and negotiated a contract through 2011 for
210,000 BPD of Maya crude oil, which has sold at an average
discount of nearly $17 per barrel year-to-date compared to West
Texas Intermediate, a benchmark crude.  Valero will benefit from
several investments in the plant, including the recent expansion
of the coker to 105,000 BPD from 85,000 BPD, and the current
expansion of the crude and vacuum units, which will increase the
refinery's ability to process lower cost, heavy sour crude oil and
increase crude capacity to 325,000 BPD from 250,000 BPD.

Port Arthur's production includes conventional, premium and
reformulated gasoline, as well as diesel, jet fuel,
petrochemicals, petroleum coke and sulfur.  Located on a 4,000-
acre site on the Texas Gulf Coast, the refinery has an extensive
logistics system, including waterborne, pipeline and truck rack
access.

Delaware City, Delaware Refinery

The Delaware City refinery has the capacity to process 180,000 BPD
of low-cost, heavy sour and high acid crude oil.  As a result,
this high-conversion, heavy crude oil refinery has a Nelson
Complexity rating of 11.8.  Premcor purchased the refinery from
Motiva in 2004 for $800 million, which is approximately 22 percent
of its $3.7 billion replacement value.  Contributing to the
plant's efficient operations are its 1,800-tons-per-day petroleum-
coke gasification unit and the 160-megawatt cogeneration power
plant.

The refinery primarily produces light products, including
conventional and reformulated gasoline, diesel, low sulfur diesel
and home heating oil, and it has the ability to produce ultra low
sulfur diesel.  Located along the Delaware River, this refinery
has access to pipeline, barge and truck rack facilities.

Memphis, Tennessee Refinery

The Memphis refinery primarily processes sweet crude oil and has a
throughput capacity of 190,000 BPD.  After approximately
$570 million in investments over the past seven years, the
refinery has been upgraded into a modern and highly efficient
facility with an estimated replacement value of $1.8 billion.
Nearly 100 percent of its production is light products, including
conventional, premium and reformulated gasoline, diesel, jet fuel
and petrochemicals.

Its location on a 223-acre site along the Mississippi River's Lake
McKellar enables it to serve many upriver markets at a significant
cost advantage.  It also has an extensive logistics system,
including access to a crude oil pipeline, a jet fuel pipeline, a
large truck rack and a dock adjacent to the plant.

Lima, Ohio Refinery

With a throughput capacity of 170,000 BPD, the Lima refinery has a
Nelson Complexity rating of 8.5 and an approximate $1.8 billion
replacement value.  While the refinery currently processes sweet
and light sour crude oil, it has 23,000 BPD of coking capacity.
Additionally, Valero will study plans for a project with EnCana to
"sour up" its crude slate so that the refinery can process heavy
sour crude oil shipped from Canada.

Located on a 650-acre site midway between Toledo and Dayton, the
refinery enables Valero to enter the attractive, upper Midwest
market.  The Lima refinery produces conventional, premium and
reformulated gasoline, diesel, jet fuel and petrochemicals.  It
receives foreign waterborne and domestic crude oil via pipeline,
and distributes products by pipeline, rail and truck.

                        About Premcor Inc.

Premcor Inc. -- http://www.premcor.com/-- is one of the largest
independent petroleum refiners and suppliers of unbranded
transportation fuels, heating oil, petrochemical feedstocks,
petroleum coke and other petroleum products in the United States.
The company owns and operates refineries in Port Arthur, Texas,
Lima, Ohio, Memphis, Tennessee and Delaware City, Delaware with a
combined crude oil throughput capacity of approximately 790,000
barrels per day.

                About Valero Energy Corporation

Valero Energy Corporation -- http://www.valero.com/-- is a
Fortune 500 company based in San Antonio, with approximately
20,000 employees and annual revenue of approximately $55 billion.
The company owns and operates 15 refineries throughout the United
States, Canada and the Caribbean. Valero's refineries have a
combined throughput capacity of approximately 2.5 million barrels
per day, which represents approximately 12 percent of the total
U.S. refining capacity. Valero is also one of the nation's largest
retail operators with more than 4,700 retail and wholesale branded
outlets in the United States, Canada and the Caribbean under
various brand names including Diamond Shamrock, Shamrock,
Ultramar, Valero, and Beacon.

                        *     *     *

Moody's Investors Service placed:

   -- Premcor Inc.'s Ba3 senior implied and B1 non-guaranteed
      senior unsecured issuer ratings;

   -- Premcor Refining Group's -- PRG-- Ba2 senior secured rating
      of a $1 billion bank facility;

   -- PRG's Ba3 rated senior unsecured notes;

   -- PRG's B2 rated senior subordinated notes; and

   -- Port Arthur Finance Corporation's Ba3 rated senior secured
      notes

under review for possible upgrade.

At the same time, Fitch has placed the debt ratings of Premcor
Inc. on Rating Watch Positive.  Fitch rates Premcor's debt as
follows:

Premcor Refining Group:

   -- $1 billion secured credit facility 'BB+';
   -- Senior unsecured notes 'BB';
   -- Senior subordinated notes 'B+'.

Port Arthur Finance Company L.P.:

   -- Senior secured notes 'BB+'.

At the same time, Standard & Poor's placed its 'BB-' corporate
credit rating on Premcor on CreditWatch with positive
implications.


PREMCOR INC: Valero Buy-Out Plans Cue Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service placed Valero Energy Corporation's
ratings under review for possible downgrade in response to
Valero's announcement that it plans to acquire Premcor Inc. for
approximately $8 billion, including the assumption of about
$1.8 billion of debt.  Premcor's ratings remain on review for
possible upgrade, continuing a review initiated on February 23,
2005.  The equity portion of the purchase will be funded with 50%
cash and 50% Valero stock.  Valero expects to fund the cash
portion with a combination of cash on hand and debt.  The
transaction is subject to the approval of Premcor's shareholders
and customary regulatory reviews and is expected to close by
December 31, 2005.

Ratings under review for possible downgrade are Valero Energy
Corporation's Baa3 rated senior unsecured notes, debentures,
medium-term notes, and bank debt, its Ba1 rated subordinated
debentures, its shelf registration for senior unsecured
debt/subordinated debt/preferred stock rated
(P)Baa3/(P)Ba1/(P)Ba2, and its Ba2 rated mandatory convertible
preferred stock.

Ratings under review for possible upgrade are Premcor Inc.'s Ba3
senior implied and B1 non-guaranteed senior unsecured issuer
ratings, Premcor Refining Group's (PRG) Ba2 senior secured rating
of a $1 billion bank facility, PRG's Ba3 rated senior unsecured
notes, PRG's B2 rated senior subordinated notes, and Port Arthur
Finance Corporation's Ba3 rated senior secured notes.

Moody's decision to review Valero's ratings for possible downgrade
reflects the potential for a substantial increase in Valero's
financial leverage as a result of the acquisition in the event
that refining margins, which tend to be highly unpredictable, were
to decline from today's lofty levels.  The review also considers
the relatively rich purchase price of the transaction. Based on
Moody's estimate of the acquisition cost at approximately $1,016
per complexity barrel, the transaction appears expensive when
compared to other recent refinery acquisitions.  Furthermore, debt
could account for 60% of the total acquisition cost if cash builds
by year-end are less than anticipated.  The combined entity's
pro-forma financial leverage (net of cash) at 12/31/04 is
approximately $408 per complexity barrel (including the debt of
Valero L.P., a master limited partnership for which Valero is the
general partner), the highest among the investment grade refining
company peers.

Management expects large cash balances at the end of 2005 as a
result of high refining margins to reduce the amount of debt
required to finance the acquisition at closing, which Moody's
would view as a key aspect of the ratings review.  If Valero is
unable to reduce the leverage impact of the transaction through
sufficient cash builds, Moody's believes a one-notch downgrade of
Valero's Baa3 senior unsecured debt rating is possible.

During the review process, Moody's will focus on:

   (1) the benefits to Valero of the acquisition, including a
       significant increase in refining capacity, greater
       geographic diversification, certain operating synergies,
       and increased exposure to heavy sour crudes,

   (2) management's track record with prior acquisitions in
       improving refining operating performance and realizing
       synergies,

   (3) FTC divestitures, if any, and their impact on the company's
       operations and financial position,

   (4) the likelihood that Valero and Premcor will build up cash
       balances at least in line with management's expectations
       prior to closing in order minimize the debt required to
       finance the acquisition,

   (5) Valero's and Premcor's heavy capital requirements,
       including substantial environmental capital expenditures,

   (6) the post-merger capital structure, including upstream and
       downstream guarantees,

   (7) management's financial policies with respect to share
       buybacks and dividends, and

   (8) management's future growth strategy for the combined
       company and for Valero L.P.

The equity portion of the purchase consideration has been fixed at
approximately $3.5 billion as of April 22, 2005.  The ultimate
increase in Valero's financial leverage to finance the cash
portion of the acquisition, as well as management's plan to reduce
post-merger debt with free cash flow, are highly dependent on
refining margins remaining reasonably strong over the next two
years.  On a pro-forma basis, assuming the acquisition closed on
March 31, 2005, Moody's estimates that Valero's gross balance
sheet debt would increase by about $5.7 billion to $9.8 billion,
and its off-balance sheet debt would increase by $0.6 billion.
However, if refining margins remain robust in 2005, Valero
anticipates a substantial cash build by year-end (approximately
$2.0 billion, including Premcor's cash), which would reduce the
net amount of additional debt to approximately $1.4 billion.
Despite recent strength in U.S. refining margins, Moody's believes
margins will continue to be volatile and cyclical, which could
affect earnings and levels of internal cash generation and
possibly result in higher debt levels.

Moody's believes that debt levels could be also negatively
impacted by higher than anticipated investment needs associated
with the Premcor assets in order to comply with environmental
regulations and improve refinery performance.  Premcor has heavy
environmental capital needs through 2006, has suffered from
relatively low utilization rates at its Memphis and Lima
refineries, and remains challenged to improve operating
performance at the Delaware City Refinery.

Valero Energy Corporation is the largest independent refining and
marketing company in the United States and is headquartered in San
Antonio, Texas.

Premcor Inc. is an independent refining and marketing company
headquartered in Old Greenwich, Connecticut.


PREMCOR INC.: Valero Energy Merger Cues S&P to Watch Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Valero Energy Corp. to 'BBB-' from 'BBB' and placed the
rating on CreditWatch with negative implications on the company's
announcement that it will acquire Premcor Inc. in an $8.7 billion
transaction.

In addition, Standard & Poor's placed its 'BB-' corporate credit
rating on Premcor on CreditWatch with positive implications.  At
the close of the transaction, the ratings on Premcor are expected
to be equalized with the ratings on Valero, reflecting the
guaranty by Valero of Premcor's debt.

"The CreditWatch listing for Valero reflects our concerns that
refining margins could weaken considerably in advance of the
close, jeopardizing Valero's plans for rapid deleveraging," said
Standard & Poor's credit analyst John Thieroff.

The company plans to be able to apply $2 billion of its own cash
as well as that of Premcor toward the purchase price, based on its
expectation that top of the cycle refining margins and
historically high heavy/sour crude discounts will continue.

"The ratings on Valero will most likely be affirmed should at
least midcycle refining margins persist for the remainder of 2005
and terms of the transaction not change meaningfully," said Mr.
Thieroff.

Additional sizable acquisitions in the near term, unless funded
with a very large component of equity would likely trigger a
downgrade, as would significant share repurchases done in advance
of material deleveraging.


QWEST COMMS: Urges FCC to Block SBC-AT&T Merger
-----------------------------------------------
Qwest Communications International Inc. (NYSE: Q) files comments
at the Federal Communications Commission, opposing approval of the
pending merger of SBC Communications and AT&T.

In what is possibly the most significant matter to come before the
FCC since the divestiture of the Bell System, this merger would
constitute a significant setback to federal and state
policymakers' efforts to bring about competition in the
telecommunications industry.  This mega-merger would harm both
retail and wholesale customers through higher prices, reduced
service quality and less choice and innovation.

"The combination of SBC and AT&T as proposed would set our
industry back years," said Steve Davis, Qwest senior vice
president of public policy.  "SBC proposes to acquire its largest
competitor and greatest strategic threat.  It is inconceivable
that this transaction could be in the public interest without the
imposition of significant conditions and required divestitures."

To protect the public, it is essential that if the merger
application is not denied outright, then the FCC must condition
its approval, at a minimum, on significant divestitures of
facilities and other related overlapping operations in SBC's 13-
state operating territory.  In addition, because the proposed
merged company will benefit from the elimination of AT&T as a
competitor -- and benefit from the elimination of other
competitors' access to AT&T's wholesale services and access
facilities -- other significant conditions must be imposed in
order to attempt to level the playing field.

The proposed merger also threatens emerging competition from
wireless, Voice over Internet Protocol (VoIP) and other broadband
technologies.

Qwest has been an industry advocate in promoting competition. It
is the only incumbent telecommunications provider to reach
commercial wholesale agreements with both AT&T and MCI.

On April 14, Qwest filed a protest with the Public Utilities
Commission of California opposing SBC's merger with AT&T.
California has an especially prominent role to play in the
national debate given the large presence of SBC and AT&T, and
early moves by SBC to gain approval of its transaction there.

                         About Qwest

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

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


RECYCLED PAPERBOARD: Gets Third Interim OK to Use Cash Collateral
-----------------------------------------------------------------
Recycled Paperboard Inc. sought and obtained permission from the
U.S. Bankruptcy Court for the District of New Jersey to continue
using cash collateral, on an interim basis, securing repayment of
prepetition obligations to Valley National Bank.

The Debtor ceased processing new orders and is shipping in-house
orders, collecting accounts receivable and otherwise preserving
its assets.  The orderly liquidation of the Debtor's business is
dependent upon its ability to use Cash Collateral.  The Debtor
does not have sufficient funds to meet its payroll and pay other
continuing expenses necessary for the orderly liquidation of the
business without access to the Cash Collateral.

The Debtor is directed to timely make the principal and interest
payments in the amount of $31,000 per month, as further adequate
protection to the Bank for the Debtor's use of Cash Collateral.

Additionally, the Debtor is directed to transfer amounts in excess
of $200,000 to the Bank on the last day of each month after paying
all budgeted items.

The Debtor is also directed to pay all real estate taxes for the
months of April and May 2005.

The prepetition debt with Valley National Bank is already secured
by first-priority liens and security interests on all of the
Debtor's real estate, and existing and after-acquired inventory,
equipment, other than the Cogeneration Plant because it is
subordinated to Caterpillar Financial Corporation, account
receivables, and general intangibles.

                     Cash Collateral Hearing

The Honorable Judge Morris Stern set the final hearing on May 2,
2005, at 10:00 a.m. in Courtroom 3A of the U.S. Bankruptcy Court
in Newark, New Jersey to consider the Debtor's application for
continued use of Cash Collateral.  Any objections must be in
writing and filed not later than 4:00 p.m. on April 28, 2005, with
the Clerk of the Court in Newark and served on:

   (a) Counsel to the Debtor:

       David L. Bruck, Esq.
       Greenbaum, Rowe, Smith & Davis, LLP
       Metro Corporate Campus One
       P.O. Box 5600
       Woodridge, NJ 07095-0988

   (b) Counsel to Valley National Bank:

       Lisa Bonsall, Esq.
       McCarter & English, LLP
       Four Gateway Center
       100 Mulberry Street
       P.O. Box 652
       Newark, NJ 07101-0652

Headquartered in Clifton, New Jersey, Recycled Paperboard Inc.,
manufactures recycled mixed paper and newspaper to make index, tag
& bristol, and blanks.  The Company filed for chapter 11
protection on November 29, 2004 (Bankr. D.N.J. Case No. 04-47475).
David L. Bruck, Esq., at Greenbaum, Rowe, Smith & Davis LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $17,800,000 and total debts of $41,316,455.


RESTRUCTURE PETROLEUM: Taps Tranzon Driggers as Auctioneer
----------------------------------------------------------
Stephen L. Meininger, Chapter 7 Trustee of Restructure Petroleum
Marketing Services, Inc., seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida, Tampa Division, to hire
Tranzon Driggers, a licensed auctioneer.

Tranzon Driggers will liquidate the Debtor's assets at an auction
sale and will:

   (a) pay actual and necessary expenses for the sale of the
       assets of the Debtors, and

   (b) receive a commission of 10%, comprised of a Buyer's Premium
       to be assessed to all buyers, as well as all documented
       marketing expenses.

The Chapter 7 Trustee believes that Tranzon Driggers is a
"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.

Headquartered in Tampa, Florida, Restructure Petroleum Marketing
Services, Inc., is a motor fuel franchisee operating a gas station
and convenience store.  The Debtor, along with its debtor-
affiliates, filed for chapter 11 protection on October 29, 2003
(Bankr. M.D. Fla. Case No. 03-22395).  Harley E. Riedel, Esq., at
Stichter, Riedel, Blain & Prosser, P.A., represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
from $1 million to $10 million.


REXNORD CORP: Moody's Rates $312M Incremental Term Loan B at B1
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Rexnord
Corporation, a leading mechanical power transmission components
manufacturer.  At the same time, Moody's has assigned a B1 rating
to the company's $312 million incremental term loan B in
connection with an acquisition.  The rating outlook remains
stable.  The ratings are subject to review of the final
documentation of the financing transaction.

Rexnord is acquiring Falk Corporation, a subsidiary of the
Hamilton Sunstrand division of United Technologies Corporation,
for a purchase price of $295 million, or 9.5 times LTM (12/31/04)
EBITDA.  Falk, based in Milwaukee, Wisconsin, is a manufacturer of
gears and couplings to the industrial mechanical power
transmission market.  Proceeds of the incremental term loan will
be used to fund the purchase price of $295 million and to pay
associated fees and expenses of $17 million.  Rexnord is
controlled by the Carlyle Group, a private equity firm, through a
$915 million acquisition from Invensys plc in November 2002.

New rating assigned:

   * B1 for the proposed $312 million incremental term loan B, due
     2011.

Ratings affirmed:

   * B3 for the $225 million of senior subordinated notes, due
     2012,

   * B1 for the existing senior secured credit facility,

   * B1 senior implied rating, and

   * B2 issuer rating

The rating affirmation and assignment recognize Rexnord's
improving financial performance over the past two years, the
currently favorable end-market conditions, as well as the
strategic benefits of the Falk acquisition.  The ratings further
consider the combined entity's strong position in a number of
niche markets, high percentage of aftermarket replacement sales,
and the solid management team.  On the other hand, the ratings are
constrained by the company's substantially increased debt load and
high financial leverage, broad exposure to cyclical end-markets
and the associated fluctuations in financial performance, as well
as potential integration risks related to the Falk acquisition.

The stable outlook reflects favorable current market conditions
over the near term and potential synergies stemming from the Falk
acquisition, balanced by a potential slowdown in end-market
activities over the medium term.  The ratings or outlook could be
favorably impacted by a more conservative financial posture,
stronger earnings and cash flow generation, 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 Falk acquisition, a substantial
decline in end-market conditions, or the pursuit of additional
large-sized debt-financed acquisitions.

Moody's notes that Falk's strong brand recognition in the gears
and couplings products will widen Rexnord's product offering and
strengthen its competitive position in those markets.  The Falk
acquisition will also expand Rexnord's end-markets into mining and
aggregate/cement industries.  In addition to some potential
synergies from the acquisition, Rexnord expects that Falk's large
installed base could become a potential source of meaningful
aftermarket parts and services revenues.  Nevertheless, despite
the increased product and end-market diversification, the combined
entity remains exposed to the broad cyclical industrial economy.
As a result, Moody's expects Rexnord's financial and operating
performance to continue to experience fluctuations through
business cycles, as evidenced by the substantial declines in sales
volume and operating profits in the last downturn and subsequently
a solid recovery in the current cyclical upturn.

In fiscal 2004 (ended March 2004), Rexnord's financial and
operating performance was under considerable pressure as a result
of the broad industrial recession and industry-wide distributor
inventory reductions.  Subsequently in fiscal 2005 (ended March
2005), as the industrial economy bounced back, Rexnord's sales
grew 13% while EBITDA was up 26% from the prior year.  In addition
to increased demand, Rexnord's improved cost structure and
efficiency as a result of the restructuring efforts during the
downturn also contributed significantly to the performance
improvement.  Since the Carlyle acquisition in late 2002, Rexnord
has reduced its debt by approximately $88 million to approximately
$507 million at the end of March 2005.

Pro forma for the acquisition and debt financing, Rexnord will
have total debt of approximately $817 million, or 4.8 times pro
forma adjusted EBITDA of $171 billion.  EBITDA less capex will
cover interest coverage 2.2 times.  Over the next two years,
Moody's expects Rexnord's cash flow generation to be modest, with
free cash flows representing about 5-6% of total debt, due mainly
to high interest expense, cash restructuring costs, and pension
contributions.  Rexnord has improved its working capital
efficiency over the past two years, and further gains are possible
as it continues to focus on improving inventory turns.  The
combined company is expected to run capital spending in the
$35-40 million a year, or 3.5-4% of sales.  Moody's expects
Rexnord to have adequate liquidity over the next 12 months,
supported by both projected positive free cash flow as well as a
$75 million committed revolver which will be undrawn at closing.

The B1 rating on the $312 million incremental term loan B due 2011
reflects its seniority in the company's debt structure but weak
tangible asset coverage.  The senior credit facility will be
secured by a first priority lien on the capital stock as well as
all assets of the company and subsidiaries, and will be guaranteed
on a senior secured basis by all of the company's current and
future subsidiaries as well as the holding company, RBS Global,
Inc.

Rexnord Corporation, based in Milwaukee, Wisconsin, is a leading
mechanical power transmission components manufacturer in the US,
with estimated LTM (March 2005) revenues and EBITDA of
approximately $1 billion and $170 million, respectively, pro forma
for the Falk acquisition.


REXNORD CORP: S&P Rates Proposed $312 Million Term Loan at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and 'B-' subordinated debt ratings on Rexnord Corp.,
and removed the ratings from CreditWatch, where they were placed
with negative implications on April 5, 2005.

At the same time, Standard & Poor's assigned a 'B+' senior secured
rating to the company's proposed $312 million incremental term
loan B due December 2011.   A recovery rating of '3' was assigned
to Milwaukee, Wisconsin-based Rexnord's bank loan facility,
indicating that lenders should experience a meaningful recovery of
principal, in the 50%-80% range, in the event of a bankruptcy.
The outlook is stable.

The CreditWatch listing followed the power transmission equipment
manufacturer's announcement that it was acquiring Falk Corp. from
United Technologies Corp. (A/Stable/A-1) for $295 million.  The
affirmation and removal from CreditWatch recognizes that the
incremental financial risk that Rexnord will have following the
close of the transaction will be consistent with the ratings.  We
estimate that total debt to EBITDA will increase to 4.9x from 4.3x
at March 31, 2005, relative to our expectations of 4x-5x for the
credit measure.

The rating affirmation also takes into account:

    (1) Falk's  complementary and strategic fit with Rexnord's
        core operations,

    (2) the potential for some cost savings, and

    (3) the good margins and unlevered free cash flow generation
        that Falk should generate in the next couple of years.

Standard & Poor's expects Rexnord to continue to operate in the
4x-5x total debt (including S&P's operating lease adjustments) to
EBITDA range.

"The speculative-grade ratings on Rexnord reflect its vulnerable
financial profile, sufficient financial flexibility, and its fair
business risk profile as a leader within a variety of niche
industrial markets," said Standard & Poor's credit analyst Joel
Levington.

Rexnord manufactures:

    (1) mechanical power transmission components, such as:

         * bearings,

         *engineered and roller chain,

         *belt conveyor chain and components,

         *couplings,

         *seals, and

    (2) clutches and brakes

for a broad range of industrial markets.

Markets served are characterized as modest in size, somewhat
consolidated, and have relatively long product life cycles.  Key
end markets, including energy, aerospace, forest products, and
construction equipment, are highly cyclical.  The addition of Falk
will further diversify Rexnord's end-market exposures.  However,
certain markets that are important to Falk, including aggregates,
mining, and construction equipment, are also very cyclical.

Near term, the credit profile should modestly improve due to solid
end-market demand and high operating leverage.  A negative outlook
or downside rating action could occur if Rexnord were to exhibit
even more aggressive financial policies, or if it were unable to
reduced debt meaningfully enough to absorb the next cyclical
downturn relative to our ratio expectations.


SECURITIZED ASSET: Fitch Rates $8.7 Million Private Offer at BB+
----------------------------------------------------------------
Securitized Asset Backed Receivables LLC -- SABR, mortgage pass-
through certificates, series 2005-FR1 are rated by Fitch:

   The senior certificates rated 'AAA' are:

      -- $459.3 million privately offered classes A-1A and A-1B;
      -- $201.3 million classes A-2A, A-2B, and A-2C.

In addition, Fitch rates:

      -- $92.6 million class M-1 'AA';
      -- $46.3 million class M-2 'A';
      -- $15.3 million class M-3 'A-';
      -- $10.5 million class B-1 'BBB+';
      -- $12.2 million class B-2 'BBB';
      -- $9.2 million class B-3 'BBB-';
      -- $8.7 million privately offered class B-4 'BB+'
         (collectively, the subordinate certificates).

The 'AAA' rating on the offered and unoffered senior certificates
reflects the 24.35% total credit enhancement provided by:

            * the 10.60% class M-1,
            * the 5.30% class M-2,
            * the 1.75% class M-3,
            * the 1.20% class B-1,
            * the 1.40% class B-2,
            * the 1.05% class B-3,
            * the 1.00% unoffered class B-4, and
            * the overcollateralization -- OC.

The initial and target OC is 2.05%.  All certificates have the
benefit of monthly excess cash flow to absorb losses.  In
addition, the ratings reflect the quality of the loans, the
integrity of the transaction's legal structure, as well as the
capabilities of Saxon Mortgage Services, Inc. (rated 'RPS2+' by
Fitch) as servicer and Wells Fargo Bank, National Association as
trustee.

The collateral pool consists of 4,596 fixed- and adjustable-rate
mortgages.  As of the closing date, the mortgage loans have an
aggregate balance of approximately $873.3 million.  The weighted
average loan rate is approximately 7.276% and the weighted average
remaining term to maturity is 358 months.  The average principal
balance of the mortgage loans as of the cut-off date is
approximately $190,006.  The weighted average original loan-to-
value ratio is 81.09% and the weighted average borrower credit
score was 610.  The properties are primarily located in:

            * California (31.06%),
            * New York (12.72%), and
            * New Jersey (7.73%).

All of the loans were originated or acquired by Fremont Investment
and Loan.  Fremont is a California state chartered industrial bank
headquartered in Anaheim, Calif.  Fremont currently operates five
wholesale residential real estate loan production offices.
Fremont conducts business in 45 states and its primary source of
origination is through licensed mortgage brokers.


SEPRACOR INC: March 31 Balance Sheet Upside-Down by $351 Million
----------------------------------------------------------------
Sepracor Inc. (Nasdaq: SEPR) reported its consolidated financial
results for the first quarter of 2005.  For the three months ended
March 31, 2005, Sepracor's consolidated revenues were
approximately $119.0 million, of which revenues from
pharmaceutical product sales were approximately $106.6 million.

The net loss for the first quarter of 2005 was approximately
$22.6 million.  These consolidated results compare with
consolidated revenues of $99.5 million, of which revenues from
pharmaceutical product sales were approximately $85.1 million, and
a net loss of $50.4 million for the three months ended March 31,
2004.  Included in the net loss for the quarter ended March 31,
2004 is a charge of $30.7 million to selling and marketing
expense, related to the termination, effective December 31, 2004,
of an agreement to co-promote XOPENEX.

As of March 31, 2005, Sepracor had approximately $772.1 million in
cash and short- and long-term investments.

                        About the Company

Sepracor Inc. is a research-based pharmaceutical company dedicated
to treating and preventing human disease through the discovery,
development and commercialization of innovative pharmaceutical
products that are directed toward serving unmet medical needs.
Sepracor's drug development program has yielded an extensive
portfolio of pharmaceutical compound candidates with a focus on
respiratory and central nervous system disorders. Sepracor's
corporate headquarters are located in Marlborough, Massachusetts.

At March 31, 2005, Sepracor Inc. reported a $351,182,000
stockholders deficit, compared to a $331,115,000 deficit at
Dec. 31, 2004.


SHAW GROUP: 93% of Noteholders Agree to Amend Sr. Note Indenture
----------------------------------------------------------------
The Shaw Group Inc. (NYSE: SGR) said that, pursuant to its
previously announced cash tender offer and consent solicitation
for any and all of its outstanding 10-3/4% Senior Notes due 2010,
over 93% of the $253.0 million aggregate principal amount
outstanding of the Senior Notes have been tendered and, as a
result, Shaw has received the consents necessary to adopt certain
proposed amendments to the indenture governing the Senior Notes.
The proposed amendments will eliminate substantially all of the
restrictive covenants of the indenture.

Holders who validly tendered their Senior Notes by 5:00 p.m., New
York City time on April 19, 2005, and consented to the proposed
amendments will receive the total consideration of $1,146.81 per
$1,000.00 principal amount of Senior Notes accepted for purchase.
The total consideration includes a consent payment of $25 per
$1,000 principal amount of Senior Notes.  As of the Consent Time,
approximately $237.5 million in aggregate principal amount of the
Senior Notes had been tendered in the Offer.  Acceptance of and
payment for Senior Notes tendered before the Consent Time is
expected to be on April 26, 2005, subject to satisfaction or
waiver of the conditions to the Offer described in Shaw's Offer to
Purchase.  Shaw intends to execute a supplemental indenture
shortly, and, upon payment for such Senior Notes, the amendments
will become operative.

Senior Notes in the aggregate principal amount of $15,748,000
remain outstanding and subject to the Offer which is scheduled to
expire at 5:00 p.m., New York City time, on May 4, 2005, unless
extended.  Holders who validly tender their Notes after the
Consent Time and prior to the Expiration Time will receive the
purchase price of $1,121.81 per $1,000.00 principal amount of
Senior Notes accepted for purchase.  Payment for Senior Notes
tendered after the Consent Time and prior to the Expiration Time
is expected to be on or about May 5, 2005.  All holders whose
Notes are accepted for payment will also receive accrued and
unpaid interest up to, but not including, the applicable date of
payment for the Notes.

UBS Securities LLC is acting as dealer-manager and solicitation
agent; D.F. King & Co., Inc. is acting as information agent; and
The Bank of New York is acting as tender agent in connection with
the Offer.

The terms and conditions of the Offer are set forth in Shaw's
Offer to Purchase, which was distributed to the holders of the
Senior Notes when the Offer commenced.  Subject to applicable law,
Shaw may, at its sole discretion, waive any condition applicable
to the Offer or extend or terminate or otherwise amend the Offer.
The consummation of the Offer for the Senior Notes is subject to
certain conditions.  The conditions are fully described in the
Offer to Purchase.  Copies of the Offer to Purchase, Letter of
Transmittal and related documents may be obtained from the
information agent at (800) 848-3416.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of an offer to sell
securities, with respect to any Senior Note.  The Offer may only
be made pursuant to the terms of the Offer to Purchase and the
accompanying Letter of Transmittal.  Each holder of the Senior
Notes should read the Offer to Purchase and the Letter of
Transmittal when it receives them, as they contain important
information.

None of the Company, the dealer manager and solicitation agent,
the information agent or the tender agent makes any recommendation
in connection with the Offer or the consent solicitation.

                        About the Company

The Shaw Group Inc. -- http://www.shawgrp.com/-- is a global
provider of technology, engineering, procurement, construction,
maintenance, fabrication, manufacturing, consulting, remediation,
and facilities management services for government and private
sector clients in the power, process, environmental,
infrastructure and emergency response markets.  A Fortune 500
Company, The Shaw Group is headquartered in Baton Rouge,
Louisiana, and employs approximately 18,000 people at its offices
and operations in North America, South America, Europe, the Middle
East and the Asia-Pacific region.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 11, 2005,
Moody's Investors Service has placed the long-term ratings of The
Shaw Group Inc. on review for possible upgrade following the
company's announcement that it intends to utilize the proceeds
from an approximately $270 million secondary equity offering to
tender for all outstanding 10.75% senior unsecured notes due 2010,
effectively retiring virtually all long-term debt.

Ratings placed on review include:

   * Ba3 -- senior implied
   * Ba3 -- 10.75% senior unsecured notes due 2010
   * B1 -- senior unsecured issuer rating

As reported in the Troubled Company Reporter on Apr. 8, 2005,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured ratings on The Shaw Group Inc. on
CreditWatch with positive implications.  At the same time, we also
placed our 'B+' senior unsecured and 'B' preliminary subordinated
shelf ratings on CreditWatch with positive implications.


SR TELECOM: 8.15% Debentures Holders Okays Maturity Extension
-------------------------------------------------------------
SR Telecom(TM) Inc. (TSX: SRX; Nasdaq: SRXA) received a waiver
from the required majority of its Debenture holders extending the
maturity date of the Corporation's 8.15% Debentures, due April 22,
2005, to June 30, 2005, unless otherwise agreed to by the required
majority of the Debenture holders.

SR Telecom has also received a waiver from the lenders to its
service provider subsidiary in Chile, Comunicacion y Telefonia
Rural S.A.  CTR's lenders, Export
Development Canada and the Inter-American Development Bank, have
waived compliance with certain financial and operational covenants
contained in CTR's loan documents to May 1, 2005.

The waivers have been granted pending final agreements from the
restricted group of Debenture holders and CTR's lenders with
respect to the Corporation's proposed recapitalization initiative,
which was announced on April 18, 2005.

SR TELECOM (TSX: SRX, Nasdaq: SRXA) designs, manufactures and
deploys versatile, Broadband Fixed Wireless Access solutions.  For
over two decades, carriers have used SR Telecom's products to
provide field-proven data and carrier-class voice services to end-
users in both urban and remote areas around the globe.  SR
Telecom's products have helped to connect millions of people
throughout the world.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on wireless communications equipment provider, SR Telecom,
Inc., to 'CC' from 'CCC'.  At the same time, the senior unsecured
debt rating on the company's C$71 million debentures due April 22,
2005, was lowered to 'CC' from 'CCC'.  In addition, the ratings
were placed on CreditWatch with negative implications.  A 'CC'
rating indicates that the company's obligations are currently
highly vulnerable to nonpayment.  The ratings actions and
CreditWatch placement follow the Montreal, Quebec-based company's
announcement concerning its refinancing efforts as well
as revised financial guidance.


SR TELECOM: Payment Default Triggers S&P's D Ratings
----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and senior unsecured debt ratings on telecommunications
equipment provider SR Telecom Inc. to 'D' from 'CC' following the
missed principal and interest payments on the company's C$71
million 8.15% debentures that were due April 22, 2005.  At the
same time, the ratings were removed from CreditWatch, where they
were placed Jan. 20, 2005.

"Irrespective of whether SR Telecom is successful in its efforts
to recapitalize the company, a payment default has occurred," said
Standard & Poor's credit analyst Joe Morin.

Although SR Telecom has reached an agreement in principle to
exchange the debentures for a combination of new convertible
secured debentures and common shares, the recapitalization is
subject to final documentation and a number of conditions,
including a restructuring of debt at Chilean subsidiary CTR.


STELCO INC: Uses $114 Million of Financing Funds as of April 15
---------------------------------------------------------------
Stelco Inc.'s (TSX:STE) Monitor's Twenty-Sixth Report in the
matter of the Company's Court-supervised restructuring has been
delivered to the service list has been filed with the Court this
morning.

Portions of the Report review previously announced developments.
The Report also provides considerable information on the
operations and finances of the Company.

                Product and Shipment Summary

This information includes a production and shipping summary by
business operation for the first quarter of 2005 and compared to
the same period in 2004, a review of market and pricing
conditions, cash flow results for the period January 29, 2005 to
April 15 of this year, and cash flow forecasts for the period
April 16, 2005 to July 8, 2005.

Stelco's integrated steel operations produced 1,020,000 net tons
in the first quarter of 2005 compared to 1,133,000 net tons for
the same period in 2004.  Production for the consolidated business
including mini-mill operations stood at 1,256,000 net tons in the
first quarter of 2005 compared to 1,366,000 net tons for the first
quarter of 2004.

Shipments from the integrated business totalled 973,000 net tons
in the first quarter of 2005 compared to 1,052,000 net tons for
the same period in 2004.  Shipments from the consolidated business
stood at 1,200,000 net tons for the first quarter of 2005 compared
to 1,266,000 net tons for the same period in 2004.

                 Financing Agreement Utilization

As of April 15, 2005, the facility utilization pursuant to the
Existing Stelco Financing Agreement was $114.0 million.  During
the period January 29, 2005, to April 15, 2005, the total facility
utilization of the Existing Stelco Financing Agreement decreased
by $92.8 million.

As summarized in the cash flow forecast appended to the Monitor's
Report, the Report notes that Stelco is forecasting that the total
facility utilization of the Existing Stelco Financing Agreement
will decrease by   $71.4 million to $42.6 million between April
16, 2005 and July 8, 2005.

                            Asset Sale

The Report also notes that Welland Pipe hopes to seek Court
approval of a sale transaction concerning that company's U&O Mill
in the near future and that Welland Pipe's land and buildings have
been listed for sale with a listing price of $4 million.  The
Monitor also notes that the purchaser of the Company's idled Plate
Mill did not close the transaction for the sale of that facility
on the scheduled date of April 15, 2005.  The Report adds that the
Company is evaluating its options in this regard.

                          Stay Extension

The Monitor also discusses the Company's application to extend the
stay period under its Court-supervised restructuring.  The stay is
currently scheduled to expire at midnight on April 29, 2005.  The
Company is seeking to extend the stay period to July 8, 2005.

The Monitor recommends that the Court grant the application on the
basis that the extension is in the interests of all stakeholders.
The Monitor notes its belief that an extension is necessary to
maintain operational and financial stability while the Company
continues discussions with stakeholders, pursues the capital
raising process, completes the claims procedure and develops a
restructuring plan.

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


STRUCTURED ASSET: Moody's Rates Cert. Classes B-4 & B-5 at Low-B
----------------------------------------------------------------
Moody's Investors Service has assigned ratings of Aaa to the
senior certificates issued by Structured Asset Mortgage
Investments II Trust 2005-AR1.  The ratings are based on the
expected performance of the loans, the credit enhancement provided
by the subordination of the subordinate certificates, and the
structural and legal protection in the transaction.  The ratings
of the subordinate certificates are based on the respective
subordination of the junior most certificates.

The complete rating actions are:

Issuer: Structured Asset Mortgage Investments II Trust 2005-AR1

   * Class A-1, $536,229,300, rated Aaa
   * Class A-2, $211,745,300, rated Aaa
   * Class X-1, IO, rated Aaa
   * Class X-2, IO, rated Aaa
   * Class M, $12,670,700, rated Aaa
   * Class B-1, $19,210,300, rated Aa2
   * Class B-2, $13,079,400, rated A2
   * Class B-3, $9,809,600, rated Baa2
   * Class B-4, $4,496,100, rated Ba2
   * Class B-5, $2,861,200, rated B2


TECHNOPRISES: Tel Aviv Court Denies Temp. Liquidator Appointment
----------------------------------------------------------------
The District Court in Tel Aviv denied motion for the appointment
of temporary liquidator for Technoprises, Ltd. (OTC Bulletin
Board: TNOLF) and its system application subsidiary, Entertainment
Application Virtual Reality EverySystems (EVR).

The motion was made in connection with the application for the
liquidation of the Company and its subsidiary EVR, that was filed
on March 29, 2005, by former employees of EVR and certain
debenture holders of the Company, and currently scheduled to be
heard on June 29, 2005.

The District Court criticized the manner in which the plaintiffs
filed the application for the appointment of a temporary
liquidator, without any legal basis and without any evidences.

Upon hearing the Court's objections, the plaintiffs advised the
Court of their election to withdraw the application for the
appointment of a temporary liquidator.  The District Court stated
that they made the wise decision, because there was no doubt that
such an application caused damages to the Companies.

The Court also made an allusion that in such circumstances, it
intended to condemn in the future to Court expenses for such
applications, and even stated that it "relied on Technoprises'
lawyer Safrir Ostanshinsky that he would remind the Court of this
in case it would forget it."

                        About the Company

Technoprises -- http://www.technoprises.com/-- is a global
provider of Computer Services, Communication equipment, Software
and programming.  It provides communications solutions, broadband
applications and developing Content Management Software.
Technoprises is headquartered in Israel, with its primary
subsidiary, Technoprises USA, Inc. (T-USA), based in New York
City. Technoprises Ltd. (TNOLF) is traded on the OTCBB. Its
largest shareholder is Apros & Chay MB Ltd.

Technoprises was formed through the strategic roll-up of companies
to optimize synergies of their respective businesses.  Telematik
Cross Media (TCM) - specializing in content management,
Entertainment Application Virtual Reality EverySystems (EVR) -
making an end-to-end range of devices for information delivery,
Watchow Desktop portal and Araneo TV over IP.

EVR designs and markets broadband access systems, consisting of:

   -- CPE (Consumer Premises Equipment);
   -- Cable Modem Termination System (CMTS) - head-end device
   -- VoIP devices: (voice over the internet);
   -- Video server for pay-per-view applications;
   -- Provisioning and router server for easy network access; and
   -- Management system for monitoring broadband networks.


TELEGLOBE COMMS: Expands Retention of Miles & Stockbridge & Cozen
-----------------------------------------------------------------
Teleglobe Communications Corporation and its debtor-affiliates
sought and obtained permission from the U.S. Bankruptcy Court for
the District of Delaware to expand the retention and employment of
Miles & Stockbridge, P.C., and Cozen O'Connor as conflicts and
special litigation counsel to the Debtors, nunc pro tunc to
January 31, 2005.

The Debtors have identified a potential defendant that is in
possession of the Debtors' property.  The Debtors' anticipate
filing an action against that target defendant under Section 542
of the U.S. Bankruptcy Code.  However, Richards, Layton & Finger,
P.A., has a conflict that precludes it from commencing the
Turnover Action.  Accordingly, the Debtors have determined that it
is necessary to hire special conflicts counsel to represent them
in the Turnover Action.

Teleglobe does not identify the target defendant nor the amount of
money it's looking to recover.

Headquartered in Reston, Virginia, Teleglobe Communications
Corporation is a wholly-owned indirect subsidiary of Teleglobe
Inc., a Canadian Corporation.  Teleglobe currently provides
services in more than 220 countries via a fully integrated network
of terrestrial, submarine and satellite capacity.  During the
calendar year 2001, the Teleglobe Companies generated consolidated
gross revenues of approximately $1.3 billion.  As of December 31,
2001, the Teleglobe Companies has approximately $7.5 billion in
assets and approximately 44.1 billion in liabilities on a
consolidated book basis.  The Debtors filed for chapter 11
protection on May 28, 2002 (Bankr. D. Del. Case No. 02-11518).
Cynthia L. Collins, Esq., and Daniel J. DeFranceschi, Esq., at
Richards Layton & Finger, PA, represent the Debtors in their
restructuring efforts.


THERMADYNE HOLDINGS: Poor Performance Prompts S&P to Cut Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Thermadyne Holdings Corp. to 'B-' from 'B+', and
subordinated debt rating to 'CCC' from 'B-'.  At the same time, a
negative outlook was assigned.  Total debt at Dec. 31, 2004, stood
at about $246 million.

"The rating downgrade on Thermadyne reflects the firm's weakened
financial profile resulting from high-volume inefficiencies,
causing operating margin and EBITDA to decline, and debt to
increase," said Standard & Poor's credit analyst Daniel R.
DiSenso. The St. Louis, Missouri-based company generated
$29 million of negative free cash flow in 2004.  Credit measures
are much weaker than expected.

At year-end 2004, debt, adjusted for operating leases, to EBITDA
was about 5.8x, and funds from operations to debt was about 4%.
Standard & Poor's had expected these ratios to be 4x and 10%-15%,
respectively.  Liquidity is constrained but adequate for near-term
operating needs, although the company is subject to refinanced
risk in early 2006.

The ratings reflect Thermadyne's weak financial profile as
evidenced by its:

    (1) highly leveraged balance sheet,

    (2) weak cash flow protection,

    (3) constrained liquidity, and

    (4) refinancing risk.

These factors overshadow Thermadyne's position as one of four
leading participants in the large, but fragmented, and intensely
competitive and cyclical global welding equipment industry.

Thermadyne, which emerged from bankruptcy in May 2003, completed
its manufacturing facility relocation and consolidation in 2004.
However, this rationalization, coming at a time of a rapid ramp-up
of customer orders, caused operational inefficiencies.  In
addition, Thermadyne had to build safety stocks to service its
customers.  Currently Thermadyne has too much invested in working
capital (36% of sales), and has bloated selling, general, and
administrative costs (26% of sales).  The company has a
multifaceted plan to deal with these issues, and is also
strengthening the financial function to address shortcomings
related to the effectiveness of internal control over financial
reporting.

However, it will take time for management to successfully address
such issues, and the plan is being executed at a time when the
company has elevated financial risk.  For the 'B-' corporate
credit rating, Standard & Poor's expects the company to maintain
average liquidity of no less than $15 million, and debt leverage
to diminish, with adjusted debt to EBITDA improving to 5x this
year.

Failure of Thermadyne to make steady progress in improving
operating performance and reducing working capital could result in
increased financial stress and a consequent ratings downgrade.
Conversely, if management makes sufficient progress in executing
its multifaceted plan the outlook could be revised to stable or
positive in the second half of 2005.


TORCH OFFSHORE: Committee Hires Alvarez & Marsal as Fin'l Advisors
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Torch Offshore,
Inc., and its debtor-affiliates obtained permission from the U.S.
Bankruptcy Court for the Eastern District of Louisiana for
permission to retain Alvarez & Marsal, LLC, as their financial
consultant.

Alvarez & Marsal is expected to:

     a) review and evaluate the current and prospective financial
        and operational condition of the Debtors, including but
        not limited to cash receipts and disbursement forecasts;
        short term and long term business plans and various plans
        of reorganization that may be considered or pursued by the
        Debtors; and review appraisals, DIP financing, asset sale
        and plans to recapitalize or reorganize the Debtors;

     b) assist the Committee and its counsel in evaluating and
        responding to various developments or motions during the
        course of the chapter 11 case, including providing expert
        testimony; and

     c) provide other services that may be required by the
        Committee which are also acceptable to the Firm.

Dean Swick, a Managing Director at Alvarez & Marsal, is the lead
professional in this engagement.  Mr. Dean discloses the hourly
billing rates of his Firm's professionals:

          Designation               Billing Rate
          -----------               ------------
          Managing Director         $500 - $750
          Director                   350 - 450
          Associate/Analyst          175 - 350

Mr. Swick's billing rate is $600 per hour.

To the best of the Committee's knowledge, Alvarez & Marsal holds
no interest materially adverse to the Debtors and their estates.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on Jan.
7, 2005.  Jan Marie Hayden, Esq., at Heller, Draper,
Hayden,Patrick & Horn, L.L.C., and Lawrence A. Larose, Esq., at
King & Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $201,692,648 in total assets and $145,355,898 in total
debts.


TRANS-INDUSTRIES: Auditors Raise Going Concern Doubt in Form 10-K
-----------------------------------------------------------------
Plante & Moran, PLLCP raised substantial doubt about Trans-
Industries, Inc.'s (Nasdaq: TRNI) ability to continue as a going
concern after it audited the Company's Form 10-K for the fiscal
year ended December 31, 2004.  The audit opinion cited the
Company's recurring losses from operations, cash flow
difficulties, and the fact the Company is in default of the terms
of its credit facility.

In March 2004, the Company received an influx of capital of
$1.5 million from a member of the Company's Board of Directors in
exchange for convertible preferred stock and common stock
warrants.  In July, 2004, the Company sold a Rochester Hills,
Michigan facility and used the proceeds to repay bank debt and
trade accounts payable.  In August 2004, the Company completed a
refinancing agreement with Huntington National Bank and repaid
outstanding debt due the previous lender.  Additionally, in August
2004, the Company raised an additional $1.5 million from the sale
of subordinated convertible debt to the director referred to
above.  Management believes the actions set forth above, as well
as successful completion of its continuing restructuring program
will enable the Company to continue as a going concern.  If the
Company is not successful in implementing these plans, management
may be forced to curtail certain operations or sell or discontinue
certain product lines.

                         Bank Loan Default

As reported in the Troubled Company Reporter on August 25, 2004,
Trans-Industries obtained a $6,000,000 line of credit from
Huntington Bank secured by all of the Company's assets.  The
credit line is a three-year facility with an interest rate of
1.25% over the bank's prime lending rate.

Huntington Bank is represented by:

          Elizabeth Dellinger, Esq.
          Baker & Hostetler LLP
          1900 East Ninth Street, Suite 3200
          Cleveland, Ohio 44114

As of December 31, 2004, the Company is in violation of certain
provisions in its credit agreement with Huntington, including
covenant requirements relating to tangible net worth, leverage
ratio, and minimum fixed charge ratio and, as a result, all debt
obligations to Huntington Bank are callable at December 31, 2004.
The Company has not sought waiver of these covenant violations
from Huntington Bank and the lender could elect to declare a
default, rendering all amounts outstanding immediately due and
payable and terminating all commitments to extend further credit.
In the event of a declaration of default, if the Company is unable
to repay outstanding amounts the lender could proceed against the
collateral securing the indebtedness.

"If Huntington Bank declares a default or otherwise accelerates
the payment of the Company's obligations, there is no assurance
that the Company's assets or cash flow would be sufficient to
repay the amounts due. As a result of these circumstances," Trans-
Industries says.  Huntington has not accelerated or demanded
payment to date.  The Company continues to have frequent
discussions with Huntington Bank.  Trans-Industries says the
relationship is cooperative, cordial and professional.  The
Company and Huntington Bank are currently discussing options,
including additional equity infusion, to alleviate the credit
facility issues. The Company expects Huntington Bank to continue
to extend the Company credit during this period of resolving the
credit issues.

                        About the Company

Trans-Industries, Inc., provides lighting systems and related
components to the mass transit market as well as a supplier of
information hardware and software solutions on Intelligent
Transportation Systems and mass transit projects.  ITS utilizes
integrated networks of electronic sensors, signs and software to
monitor road conditions, communicate information to drivers and
help transportation authorities better manage traffic flow across
their existing infrastructures.

At Dec. 31, 2004, Trans-Industries' balance sheet showed $15.7
million in assets and $13.3 million in liabilities.  Net sales in
2004 were $27.7 million, down 17% from net sales a year earlier.
The Company employs approximately 160 people, supplemented as
necessary by temporary workers.


TRINSIC INC: PwC Raises Going Concern Doubt in Annual Report
------------------------------------------------------------
PricewaterhouseCoopers expressed substantial doubt about Trinsic,
Inc.'s (NASDAQ/SC:TRIN) ability to continue as a going concern
after it audited the Company's financial statements for the year
ended Dec. 31, 2004.

"The Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern," PwC stated in its audit
report.  In general, a "going concern" qualification relates to an
entity's ability over the coming year to meet its obligations as
they become due without substantial disposition of assets outside
the normal course of business, restructuring of debt, externally
forced revisions of its operations, or similar actions.

Trey Davis, Trinsic's chief executive officer, said, "We are
disappointed with this qualification, but not discouraged.  We
have made considerable efforts to ensure that we will be able to
obtain funding and to generate cash flow from operations adequate
to fund our business.  Recently, we entered into a Receivables
Sales Agreement with Thermo Credit, which will enable us to
replace our current credit facility with Textron Financial.  We
have also substantially reduced our payroll, and importantly, we
just entered into a commercial agreement with Verizon
Communications whereby we will have access to Verizon's Wholesale
Advantage platform.  This agreement will give us access to the
same network elements, features and functions as we purchased from
Verizon under the previous regulatory regime known as UNE-P
(Unbundled Network Element Platform).  As a result, and despite
the qualification, we are focused on moving Trinsic forward."

                        About Trinsic

Trinsic, Inc. -- http://www.trinsic.com/-- offers consumers and
businesses traditional and IP telephony services.  Trinsic's
products include proprietary services, such as Web-accessible,
voice-activated calling and messaging features that are designed
to meet customers' communications needs intelligently and
intuitively.  Trinsic is a member of the Cisco Powered Network
Program and makes its services available on a wholesale basis to
other communications and utility companies, including Sprint.
Trinsic, Inc., changed its name from Z-Tel Technologies, Inc. on
January 3, 2005.


USG CORP: Wants to Enter into IRS Settlement & Set-Off Agreement
----------------------------------------------------------------
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that USG Corporation files
consolidated federal income tax returns for itself and for its
consolidated subsidiaries.  On September 29, 2003, USG filed an
application for tentative refund associated with losses incurred
for its consolidated tax year ended December 31, 2002.  The
refund application reflected the carry-back of a net operating
loss from USG's tax year ended December 31, 2002, and an
overpayment of federal income taxes equal to $10,462,777 for its
tax year ended December 31, 1997.  Mr. DeFranceschi notes that
the Internal Revenue Service agrees with the fact and amount of
the overpayment for USG's 1997 tax year resulting from the carry-
back of the 2002 net operating loss.

In addition, Mr. DeFranceschi informs the U.S. Bankruptcy Court
for the District of Delaware that the IRS has completed an audit
of USG's consolidated federal income tax returns for the tax years
ended December 31, 1997, December 31, 1998, and December 31, 1999,
and has adjusted USG's taxable income for each of those years.
The adjustments result in these underpayment or overpayment of
federal income taxes:

               Increase/(Decrease)   Underpayment/(Overpayment)
   Tax Year     to Taxable Income         of Income Taxes
   --------    -------------------   --------------------------
     1997              $1,170,274                     $409,595
     1998              (1,447,974)                    (506,791)
     1999              12,983,124                    4,582,994

After applying the 1998 overpayment to the 1997 and 1999
underpayments, and after accounting for interest payable by USG
to the IRS with respect to the 1997 underpayment -- $30,213 to
March 15, 1999 -- interest payable by the IRS to USG with respect
to the 1998 overpayment -- $5,726 to March 15, 2000 -- and
interest payable by USG to the IRS with respect to the 1999
underpayment -- $499,150 to the Petition Date -- the parties
agree that USG owes the IRS a net $5,009,435 of federal income
taxes and prepetition interest for its 1997-1999 tax years.

The IRS proposes to apply the net underpayment and prepetition
interest owed for USG's 1997-1999 tax years against the
overpayment for USG's 1997 tax year and then pay the $5,453,341
net amount to USG.  USG agrees to the set-off and payment.  USG
also agrees to the set-off of the 1998 overpayment against the
1997 and 1999 underpayments.

By this motion, the Debtors ask the Court to approve the
settlement agreement and authorized the IRS to set off the refund
owed to USG against the amounts that USG owes to the IRS.
Furthermore, the Debtors ask the Court to lift the automatic stay
to allow the set-off.

Mr. DeFranceschi notes that lifting the automatic stay is
appropriate because the set-off that the Debtors and the IRS seek
to effectuate results from mutual prepetition debts.  Approval of
the underlying settlement will permit the Debtors to resolve
their claims with the IRS and receive a refund presently on
account of their overpayments.

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 85; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USM CORP: Lease Decision Period Extended to June 3
--------------------------------------------------
USM Corporation sought and obtained an extension from the U.S.
Bankruptcy Court for the District of Massachusetts of the time
within which it must assume, assume and assign, or reject its two
unexpired leases of nonresidential real property.  The new
deadline is June 3, 2005.

The Debtor's operations consist of manufacturing and distribution
facilities located at 30-32 Stevens Street in Haverhill, Mass.
The Haverhill Lease is the principal place of business of the
Debtor, and the location of substantially all of the Debtor's
assets and operations.  The other lease is a distribution facility
located at 28 Perkins Street in Bridgewater, Mass.

The extension will allow the Debtor and other parties-in-interest
adequate time to evaluate the leases and assess the role of those
leases in the financial reorganization of the Debtor.

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.


VALERO ENERGY: Inks Pact to Acquire Premcor for $8 Billion
----------------------------------------------------------
Valero Energy Corp. (NYSE: VLO) and Premcor Inc. (NYSE: PCO)
executed a merger agreement for Valero to acquire Premcor in an
$8 billion transaction.  As a result, Valero will add four
refineries and 790,000 barrels per day of throughput capacity to
its system, making it the largest refiner in North America.

With this acquisition, Valero will have total assets of
$25 billion and annual revenues of nearly $70 billion, which would
rank it No. 15 on the current listing of the Fortune 500.  Adding
Premcor's refineries in Port Arthur, Texas; Memphis, Tennessee;
Delaware City, Delaware; and Lima, Ohio will give Valero 19
refineries with a total throughput capacity of 3.3 million BPD.

"This transaction is one of the largest and most strategic
acquisitions in Valero's history," said Bill Greehey, Valero
chairman and chief executive officer.  "We are acquiring several
very strategic refineries for significantly less than their
combined replacement value, and we'll be improving the
profitability of these plants by capturing synergies, improving
their reliability and yields, and increasing their capacities.

"This acquisition gives us the best geographic diversity among
U.S. refiners with a presence in all of the major refining
regions, which further increases our earnings stability.  What's
more, it complements our complex refining system and increases the
amount of sour crude oil that we process.

"I can't think of a better acquisition for Valero and our
shareholders because it's expected to be significantly accretive
to our earnings and cash flow per share based on both our internal
forecast and First Call consensus estimates.  We estimate that
we'll benefit from $350 million in annual synergies in the second
year after closing.  These will include reduced administrative
costs, lower interest expenses, crude oil cost savings due to our
purchasing leverage, and operational profit improvements that
require limited capital investment.  And, we think that once we
have a chance to evaluate each facility more thoroughly, we will
find that there are even more synergy opportunities, just as we
did with the Ultramar Diamond Shamrock acquisition.

"This acquisition is also good news for consumers because we have
a track record of investing in and expanding our refineries.  In
fact, from 1996 through the end of this year, we will have
increased our refining system's throughput capacity by more than
380,000 BPD -- the size of two world-scale refineries -- by
expanding our existing facilities.  Not only do we have the
expertise, we also have a strong balance sheet, an investment-
grade credit rating, access to low-cost capital and good cash
flow, which enables us to make the costly 'stay-in-business'
environmental investments, as well as the capital investments
necessary to continue increasing our refining capacity," Mr.
Greehey said.

Jefferson F. Allen, Premcor's chief executive officer, said, "This
transaction provides Premcor's shareholders with a meaningful
increase in the value of their investment, as the terms of the
agreement represent a 24.6 percent increase over the closing price
of our stock on April 22, 2005.  In addition, our shareholders
will retain the option to continue participating in the industry
through common stock ownership in Valero, which, with this
transaction, will become the largest refiner in the United States
and, more importantly, has long been a high-quality, financially
strong growth company focused on creating shareholder value."

Thomas D. O'Malley, Premcor's chairman and holder of more than one
million shares of Premcor's common stock, said, "This transaction
creates the number one investment vehicle in the very attractive
U.S. refining sector.  The resulting company has the financial
strength to take advantage of the many internal opportunities
available within Premcor's existing refining system to expand
capacity, provide more clean fuels to the American consumer, and
continue to strengthen its performance from an environmental and
safety perspective.  Valero has proven over the past ten years to
be an extremely efficient operator and has demonstrated a unique
ability to grow both externally and internally.  I intend to
remain a long-term and large shareholder of the new Valero.

"Premcor's board of directors, after a very careful review of the
transaction, unanimously voted in favor of it.  I sincerely
appreciate the confidence our shareholders have shown in our
management and, in particular, the level of support we have
received from our large shareholders, the Blackstone Group and
Occidental Petroleum, and their direct representatives," O'Malley
said.

                  Terms of the Transaction

The equity portion of the $8 billion transaction will be paid 50
percent in stock and 50 percent in cash.  At closing, Premcor
shareholders will receive 46.7 million shares of Valero stock,
valued at approximately $3.5 billion as of April 22, 2005.  The
cash portion, which equates to $3.4 billion, will be financed with
a combination of cash on hand and bank debt.  In addition, Valero
will assume an estimated $1.8 billion of Premcor's existing long-
term debt, offset by $800 million in cash as of Dec. 31, 2004.  By
year-end, Valero expects the combined company to have $2 billion
of available cash so it anticipates issuing approximately
$1.4 billion in new debt.

Under the terms of the merger agreement, Premcor shareholders will
have the right to receive either 0.99 shares of Valero common
stock, or $72.76 in cash for each share of Premcor stock they own,
or a combination of the two, subject to pro-ration so that 50
percent of the total Premcor shares are acquired for cash. The
merger consideration represents an approximate 20 percent premium
to the recent 30-day trading range of Premcor's stock price.

Taking the effect of the acquisition into account, Valero's debt-
to- capitalization ratio is expected to be approximately 33
percent at the end of 2005, which is in line with the company's
peer group.  And, Valero expects to retain its investment-grade
credit rating upon closing of the merger.

            Win-Win for Valero & Premcor Shareholders

"This is a win-win situation for the shareholders of both
companies," said Mr. Greehey.  "Valero shareholders will benefit
because the transaction is expected to be approximately 14 percent
accretive to earnings per share and about 13 percent accretive to
cash flow per share in the first year.  And, with increased
profitability, more liquidity and better visibility, we think that
the market should realize the great value of our stock and assign
a higher multiple.

"And, Premcor shareholders will receive a substantial premium,
lock in a solid return with the cash portion of the agreement, and
receive shares in Valero so they'll have an opportunity to benefit
from the upside potential," he said.

                    A Great Fit for Valero

"Tom O'Malley, Jay Allen and their team have done an outstanding
job of building Premcor into a first-rate energy company, and
their refineries are a great fit for our system and they meet our
acquisition criteria.  Each of these refineries has a throughput
capacity well in excess of 100,000 BPD; has good logistics;
enhances our geographic diversity; and has upgrade potential,"
said Mr. Greehey.

"Plus, there are significant benefits to bringing Premcor's
refineries into Valero's much-larger refining system.  In addition
to the operational synergies, the refineries will benefit from our
expertise in upgrading and expanding refineries, our experience in
sour crude processing and our significant purchasing leverage.

"With this acquisition, we will have the most conversion capacity
of any U.S. refiner at around 2 million BPD. Of course, the more
conversion capacity that you have, the heavier and more sour
feedstocks you can run and the more gasoline and diesel you can
make, which allows you to capture better margins.

"On a combined basis, our system would initially be processing
around 1.8 million BPD of sour feedstocks.  And, as projects such
as the major expansions at Port Arthur and Aruba come online, we
will be increasing our sour crude advantage," he said.

                      A New Era in Refining

"This acquisition couldn't come at a better time," Mr. Greehey
said. "2005 is off to a great start and we are right on track to
have another record year.  Our first quarter earnings were 111
percent higher than the same period last year, and of course, we
had a record first quarter in 2004.  Because of the positive
outlook, we believe that our trend of record-setting quarterly
results will continue into 2006 and beyond.

"Clearly, the refining industry has entered a new era. As a
result, we believe that we will continue to see higher highs and
higher lows for both sour crude oil discounts and product margins
in the future," he said.

Valero's leverage to sour crude discounts is one of the biggest
contributors to its record earnings, Mr. Greehey noted.  As oil
demand continues to grow, the increase is being met by medium and
heavier sour crude oil, which makes up approximately 70 percent of
Valero's crude slate.  Since there are a limited number of
refineries capable of upgrading these crude oils, there is a
growing surplus of these feedstocks, which helps keep sour crude
discounts at historic levels.

According to Mr. Greehey, Valero expects sour crude discounts to
be at least 46 percent better in 2005 than they were in 2004,
which would improve the company's operating income by $1.6 billion
this year.

"On top of that, there is limited refining capacity to meet the
growing demand for refined products, and it's going to be that way
for quite some time," Mr. Greehey said.  "Even if major expansion
projects were put in place today, it would take four to five years
to complete the engineering, get the necessary permits and build
the units.  What's more, the bulk of most refiners' capital is
tied up meeting Tier II sulfur specifications through 2006 so
investments in expansion projects will likely be limited.  As a
result, refining margins should remain strong for the foreseeable
future.

"2005 is shaping up to be another year of record earnings for
Valero.  And, with such strong fundamentals and this great
acquisition, our future has never looked brighter," he said.

                        Timing & Transition

The boards of directors of both companies unanimously approved
Valero's acquisition of Premcor, which is subject to the approval
of Premcor's shareholders and customary regulatory approvals.  The
transaction is expected to close Dec. 31, 2005, and both companies
expect a smooth transition.  There will be no changes to Valero's
senior management or board of directors.

Lehman Brothers acted as a financial advisor to Valero, and Morgan
Stanley served as a financial advisor to Premcor.

                      About the Refineries

Port Arthur, Texas Refinery

Premcor's flagship refinery in Port Arthur has a throughput
capacity of 250,000 BPD and a replacement value of approximately
$4.4 billion.  The refinery processes heavy, sour crude oil,
earning it a Nelson Complexity rating of 11.6.  In 2001, Premcor
invested $830 million in a delayed coker to enable the plant to
run heavy, sour crude, and negotiated a contract through 2011 for
210,000 BPD of Maya crude oil, which has sold at an average
discount of nearly $17 per barrel year-to-date compared to West
Texas Intermediate, a benchmark crude.  Valero will benefit from
several investments in the plant, including the recent expansion
of the coker to 105,000 BPD from 85,000 BPD, and the current
expansion of the crude and vacuum units, which will increase the
refinery's ability to process lower cost, heavy sour crude oil and
increase crude capacity to 325,000 BPD from 250,000 BPD.

Port Arthur's production includes conventional, premium and
reformulated gasoline, as well as diesel, jet fuel,
petrochemicals, petroleum coke and sulfur.  Located on a 4,000-
acre site on the Texas Gulf Coast, the refinery has an extensive
logistics system, including waterborne, pipeline and truck rack
access.

Delaware City, Delaware Refinery

The Delaware City refinery has the capacity to process 180,000 BPD
of low-cost, heavy sour and high acid crude oil.  As a result,
this high-conversion, heavy crude oil refinery has a Nelson
Complexity rating of 11.8.  Premcor purchased the refinery from
Motiva in 2004 for $800 million, which is approximately 22 percent
of its $3.7 billion replacement value.  Contributing to the
plant's efficient operations are its 1,800-tons-per-day petroleum-
coke gasification unit and the 160-megawatt cogeneration power
plant.

The refinery primarily produces light products, including
conventional and reformulated gasoline, diesel, low sulfur diesel
and home heating oil, and it has the ability to produce ultra low
sulfur diesel.  Located along the Delaware River, this refinery
has access to pipeline, barge and truck rack facilities.

Memphis, Tennessee Refinery

The Memphis refinery primarily processes sweet crude oil and has a
throughput capacity of 190,000 BPD.  After approximately
$570 million in investments over the past seven years, the
refinery has been upgraded into a modern and highly efficient
facility with an estimated replacement value of $1.8 billion.
Nearly 100 percent of its production is light products, including
conventional, premium and reformulated gasoline, diesel, jet fuel
and petrochemicals.

Its location on a 223-acre site along the Mississippi River's Lake
McKellar enables it to serve many upriver markets at a significant
cost advantage.  It also has an extensive logistics system,
including access to a crude oil pipeline, a jet fuel pipeline, a
large truck rack and a dock adjacent to the plant.

Lima, Ohio Refinery

With a throughput capacity of 170,000 BPD, the Lima refinery has a
Nelson Complexity rating of 8.5 and an approximate $1.8 billion
replacement value.  While the refinery currently processes sweet
and light sour crude oil, it has 23,000 BPD of coking capacity.
Additionally, Valero will study plans for a project with EnCana to
"sour up" its crude slate so that the refinery can process heavy
sour crude oil shipped from Canada.

Located on a 650-acre site midway between Toledo and Dayton, the
refinery enables Valero to enter the attractive, upper Midwest
market.  The Lima refinery produces conventional, premium and
reformulated gasoline, diesel, jet fuel and petrochemicals.  It
receives foreign waterborne and domestic crude oil via pipeline,
and distributes products by pipeline, rail and truck.

                        About Premcor Inc.

Premcor Inc. -- http://www.premcor.com/-- is one of the largest
independent petroleum refiners and suppliers of unbranded
transportation fuels, heating oil, petrochemical feedstocks,
petroleum coke and other petroleum products in the United States.
The company owns and operates refineries in Port Arthur, Texas,
Lima, Ohio, Memphis, Tennessee and Delaware City, Delaware with a
combined crude oil throughput capacity of approximately 790,000
barrels per day.

                About Valero Energy Corporation

Valero Energy Corporation -- http://www.valero.com/-- is a
Fortune 500 company based in San Antonio, with approximately
20,000 employees and annual revenue of approximately $55 billion.
The company owns and operates 15 refineries throughout the United
States, Canada and the Caribbean. Valero's refineries have a
combined throughput capacity of approximately 2.5 million barrels
per day, which represents approximately 12 percent of the total
U.S. refining capacity. Valero is also one of the nation's largest
retail operators with more than 4,700 retail and wholesale branded
outlets in the United States, Canada and the Caribbean under
various brand names including Diamond Shamrock, Shamrock,
Ultramar, Valero, and Beacon.

                        *     *     *

Moody's Investors Service placed Valero Energy Corporation's
Baa3 rated senior unsecured notes, debentures, medium-term notes,
and bank debt, its Ba1 rated subordinated debentures, its shelf
registration for senior unsecured debt/subordinated debt/preferred
stock rated (P)Baa3/(P)Ba1/(P)Ba2, and its Ba2 rated mandatory
convertible preferred stock under review for possible downgrade in
response to Valero's announcement that it plans to acquire Premcor
Inc. for approximately $8 billion, including the assumption of
about $1.8 billion of debt.

At the same time, Fitch rates Valero's debt as follows:

   -- Senior unsecured debt 'BBB-';
   -- Unsecured credit facilities 'BBB-'; and
   -- Mandatory convertible preferred securities 'BB+'.


VALERO ENERGY: Premcor Purchase Cues Fitch to Review Ratings
------------------------------------------------------------
Fitch Ratings has placed the debt ratings of Valero Energy
Corporation on Rating Watch Negative following the company's
announcement that it has entered into an agreement to acquire
Premcor, Inc.  Fitch rates the debt of Valero:

         -- Senior unsecured debt 'BBB-';
         -- Unsecured credit facilities 'BBB-';
         -- Mandatory convertible preferred securities 'BB+'.

Fitch has also placed the debt ratings of Premcor Inc. on Rating
Watch Positive.  Fitch rates Premcor's debt:

   Premcor Refining Group:

         -- $1 billion secured credit facility 'BB+';
         -- Senior unsecured notes 'BB';
         -- Senior subordinated notes 'B+'.

   Port Arthur Finance Company L.P.:

         -- Senior secured notes 'BB+'.

Valero has announced plans to acquire Premcor Inc. in a
transaction valued at approximately $6.9 billion plus the
assumption of approximately $1.8 billion in Premcor debt.
Consideration for the equity portion of the transaction will be
paid to Premcor shareholders 50% in Valero common stock and 50% in
cash at a value of $72.76 per share of Premcor stock.  Premcor
shareholders will receive a fixed exchange ratio of 0.99 shares of
Valero stock for each share of Premcor stock.  Valero expects to
issue approximately 46.7 million shares of Valero stock to Premcor
shareholders at a value of approximately $3.5 billion for the
equity consideration with the total cash consideration of
approximately $3.4 billion.  The cash consideration will be
financed through proceeds from new debt and cash on hand from the
combined company.  The consideration represents a premium of 23%
over the closing price of Premcor's stock on April 22, 2005.
Valero expects the transaction to close by year-end 2005 pending
shareholder and regulatory approvals.

With the acquisition of Premcor, Valero would become the largest
refiner in North America with approximately 2.8 million barrels
per day -- mmbpd -- of crude oil capacity (including the Aruba
refinery) with a total 19 refineries.  Valero currently operates
15 facilities with a total capacity of 2.0 mmbpd of crude
capacity.  Premcor would add four refineries with 800,000 bpd of
capacity.  Valero would also have approximately 1.6 mmbpd of heavy
and medium sour crude capacity (58% of its total crude capacity).
Valero also expects to achieve significant synergies through the
combined asset base, as well as improving the operations at each
of Premcor's refineries.  Furthermore, Premcor's Lima and Memphis
refineries have historically run well below throughput capacity.

While Fitch views the transaction positively as the Premcor assets
will give Valero significantly greater size and geographic
diversity, Fitch has concerns with the structure of the
transaction and the significant debt that will remain both on and
off Valero's balance sheet at close.  The transaction will be
immediately leveraging to Valero's current capital structure with
the addition of Premcor's debt and the additional borrowings
required.  At March 31, 2004, Valero had approximately $4.0
billion of debt on its balance sheet and, adjusting for operating
leases and the company's $600 million accounts receivable
securitization program, total adjusted debt approximated $7.3
billion.

At the end of 2004, Premcor had approximately $400 million of off-
balance sheet financings for total adjusted debt of $2.2 billion.
Both companies continue to perform very well under the current
robust margin environment, and cash on hand from the combined
entity will help limit the additional debt required at closing.
Valero had $686 million of cash on hand at March 31, 2005, and
Premcor had $822 million of cash and short-term investments at
year-end 2004.

The transaction valuation also reflects the significant escalation
in refining equity valuations in the past 12 months.  The
consideration values Premcor's assets at approximately $11,000 per
barrel of operable crude capacity.  For comparison, Premcor
acquired the Delaware City refinery in May 2004 at a valuation of
$4,319 per barrel of crude capacity.

Despite the strong current margins, the refining sector remains
highly volatile.  For example, the Gulf Coast 321 crack spread
averaged a record $6.84 a barrel in the first quarter of 2005
after dipping to only $2.00 per barrel in February.  Both
companies also continue to benefit from the very wide light-heavy
crude discount.  The discount for Mexican Maya crude to West Texas
Intermediate averaged more than $17.00 per barrel in the first
quarter versus $9.23 per barrel in the same period of 2004 and
$8.00 per barrel for the five-year average (2000-2004).  As an
independent refiner with modest retail presence, Valero will
remain sensitive to swings in crude and refined product prices as
a 'price-taker' for both its raw materials and finished products.

The sector also remains highly capital intensive due to the
significant investments being made for ongoing maintenance, the
low sulfur fuels and other regulatory requirements, as well as for
strategic investments.  Capital expenditures are expected to be
$2.0 billion for Valero in 2005 and more than $700 million for
Premcor and will remain high through 2006.

Fitch will continue to follow the performance of both companies
throughout the year and announce the ratings of the combined
organization at closing.  Significant free cash flow and debt
paydown will be required to maintain Valero's current credit
ratings.


VALERO ENERGY: Premcor Buy-Out Plans Cue Moody's to Review Ratings
------------------------------------------------------------------
Moody's Investors Service placed Valero Energy Corporation's
ratings under review for possible downgrade in response to
Valero's announcement that it plans to acquire Premcor Inc. for
approximately $8 billion, including the assumption of about
$1.8 billion of debt.  Premcor's ratings remain on review for
possible upgrade, continuing a review initiated on February 23,
2005.  The equity portion of the purchase will be funded with 50%
cash and 50% Valero stock.  Valero expects to fund the cash
portion with a combination of cash on hand and debt.  The
transaction is subject to the approval of Premcor's shareholders
and customary regulatory reviews and is expected to close by
December 31, 2005.

Ratings under review for possible downgrade are Valero Energy
Corporation's Baa3 rated senior unsecured notes, debentures,
medium-term notes, and bank debt, its Ba1 rated subordinated
debentures, its shelf registration for senior unsecured
debt/subordinated debt/preferred stock rated
(P)Baa3/(P)Ba1/(P)Ba2, and its Ba2 rated mandatory convertible
preferred stock.

Ratings under review for possible upgrade are Premcor Inc.'s Ba3
senior implied and B1 non-guaranteed senior unsecured issuer
ratings, Premcor Refining Group's (PRG) Ba2 senior secured rating
of a $1 billion bank facility, PRG's Ba3 rated senior unsecured
notes, PRG's B2 rated senior subordinated notes, and Port Arthur
Finance Corporation's Ba3 rated senior secured notes.

Moody's decision to review Valero's ratings for possible downgrade
reflects the potential for a substantial increase in Valero's
financial leverage as a result of the acquisition in the event
that refining margins, which tend to be highly unpredictable, were
to decline from today's lofty levels.  The review also considers
the relatively rich purchase price of the transaction. Based on
Moody's estimate of the acquisition cost at approximately $1,016
per complexity barrel, the transaction appears expensive when
compared to other recent refinery acquisitions.  Furthermore, debt
could account for 60% of the total acquisition cost if cash builds
by year-end are less than anticipated.  The combined entity's
pro-forma financial leverage (net of cash) at 12/31/04 is
approximately $408 per complexity barrel (including the debt of
Valero L.P., a master limited partnership for which Valero is the
general partner), the highest among the investment grade refining
company peers.

Management expects large cash balances at the end of 2005 as a
result of high refining margins to reduce the amount of debt
required to finance the acquisition at closing, which Moody's
would view as a key aspect of the ratings review.  If Valero is
unable to reduce the leverage impact of the transaction through
sufficient cash builds, Moody's believes a one-notch downgrade of
Valero's Baa3 senior unsecured debt rating is possible.

During the review process, Moody's will focus on:

   (1) the benefits to Valero of the acquisition, including a
       significant increase in refining capacity, greater
       geographic diversification, certain operating synergies,
       and increased exposure to heavy sour crudes,

   (2) management's track record with prior acquisitions in
       improving refining operating performance and realizing
       synergies,

   (3) FTC divestitures, if any, and their impact on the company's
       operations and financial position,

   (4) the likelihood that Valero and Premcor will build up cash
       balances at least in line with management's expectations
       prior to closing in order minimize the debt required to
       finance the acquisition,

   (5) Valero's and Premcor's heavy capital requirements,
       including substantial environmental capital expenditures,

   (6) the post-merger capital structure, including upstream and
       downstream guarantees,

   (7) management's financial policies with respect to share
       buybacks and dividends, and

   (8) management's future growth strategy for the combined
       company and for Valero L.P.

The equity portion of the purchase consideration has been fixed at
approximately $3.5 billion as of April 22, 2005.  The ultimate
increase in Valero's financial leverage to finance the cash
portion of the acquisition, as well as management's plan to reduce
post-merger debt with free cash flow, are highly dependent on
refining margins remaining reasonably strong over the next two
years.  On a pro-forma basis, assuming the acquisition closed on
March 31, 2005, Moody's estimates that Valero's gross balance
sheet debt would increase by about $5.7 billion to $9.8 billion,
and its off-balance sheet debt would increase by $0.6 billion.
However, if refining margins remain robust in 2005, Valero
anticipates a substantial cash build by year-end (approximately
$2.0 billion, including Premcor's cash), which would reduce the
net amount of additional debt to approximately $1.4 billion.
Despite recent strength in U.S. refining margins, Moody's believes
margins will continue to be volatile and cyclical, which could
affect earnings and levels of internal cash generation and
possibly result in higher debt levels.

Moody's believes that debt levels could be also negatively
impacted by higher than anticipated investment needs associated
with the Premcor assets in order to comply with environmental
regulations and improve refinery performance.  Premcor has heavy
environmental capital needs through 2006, has suffered from
relatively low utilization rates at its Memphis and Lima
refineries, and remains challenged to improve operating
performance at the Delaware City Refinery.

Valero Energy Corporation is the largest independent refining and
marketing company in the United States and is headquartered in San
Antonio, Texas.

Premcor Inc. is an independent refining and marketing company
headquartered in Old Greenwich, Connecticut.


VALERO LOGISTICS: Moody's Reviewing Ratings for Possible Downgrade
------------------------------------------------------------------
Moody's Investors Service placed Valero Logistics Operations,
L.P.'s ratings under review for possible downgrade.  The review
was prompted by Moody's decision to review for possible downgrade
the ratings of Valero Energy Corporation, the general partner of
Valero Logistics.

Ratings under review are Valero Logistics Operations, L.P.'s
guaranteed senior notes rated Baa3 and its shelf registration for
senior unsecured debt/subordinated debt rated (P)Baa3/(P)Ba1.

The ratings of Valero Logistics Operations are tied to Valero
Energy's ratings because of Valero Energy's control of Valero
L.P.'s general partner, the strong operational links between
Valero Logistics Operations and Valero Energy, and the
partnership's long-term contractual arrangements with Valero
Energy.  Although Valero Energy no longer owns a majority of the
partnership's units and no longer consolidates it in its financial
statements, Moody's believes the partnership's assets remain
strategic to Valero's core refining operations.  Because these
assets were built to support Valero's system, it could be
difficult or uneconomic for Valero to find an alternative source
of transportation or terminalling services in many of its markets.

Valero Logistics Operations L.P. is a Delaware limited partnership
that owns and operates product and crude oil pipelines and
terminal facilities in the mid-continental and southwestern
regions of the United States.  It is headquartered in San Antonio,
Texas and is a wholly owned operating subsidiary of Valero L.P., a
master limited partnership whose general partner is controlled by
Valero Energy Corporation.


VARTEC TELECOM: Wants to Sell Protel Shares & Other Assets
----------------------------------------------------------
VarTec Telecom, Inc., tells the U.S. Bankruptcy Court for the
Northern District of Texas that it wants to sell:

   a) 42,367,020 shares of Holding Protel, S.A. de C.V.
      (22,224,897 Series B voting shares and 20,142,123
      Series N neutral non-voting shares);

   b) all right, title and interest in an Indefeasible Right of
      Use Agreement with Operadora Protel, S.A. de C.V.; and

   c) a $4,747,466 Letter of Credit relating to the provision
      of telecommunication services provided by Operadora.

Potosi Inc. is the stalking horse bidder with a proposal to buy
these assets for $1.6 million.

VarTec has determined that the sale of these non-core assets will
maximize their value to their estates.  Houlihan Lokey Howard &
Zukin Capital Group marketed and negotiated the sale of the assets
to Potosi.

An auction at Vinson & Elkin will be held on May 4, 2005, at 1:30
p.m.  Competing bids, if any, must top Potosi's offer by $200,000
and bidding at the auction will be in $200,000 increments.
Qualified bidders must submit any competing bids to:

                Vinson & Elkns L.L.P.
                Attn: William L. Wallander
                3700 Trammell Crow Center
                2001 Ross Avenue
                Dallas, Texas 75201

not later than May 2, 2005, at 4:00 p.m.

Objections to the sale procedures, if any, must be submitted by
April 29, 2005, at 12:00 p.m.

The Honorable Steven Felsenthal will convene a sale hearing on
May 5, 2005, at 2:30 p.m.

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 16 of 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.


W.R. GRACE: Asbestos Comms. Wants Sealed Air Settlement Pact OK'd
-----------------------------------------------------------------
The Official Committee of Asbestos Property Damage Claimants and
the Official Committee of Asbestos Personal Injury Claimants,
appointed in the chapter 11 cases of W.R. Grace & Co., and its
debtor-affiliates together with Sealed Air Corporation and
Cryovac, Inc., ask the U.S. Bankruptcy Court for the District of
Delaware to approve, authorize and implement their Settlement
Agreement and Release dated November 10, 2003.

The Sealed Air Settlement Agreement provides that:

    -- Sealed Air and Cryovac will pay $512.5 million in cash plus
       interest and transfer 9,000,000 shares of Sealed Air Common
       Stock, for an aggregate consideration of $834 million;

    -- In return for the payment and transfer obligations, Sealed
       Air and Cryovac will receive the full benefit of an
       injunction under Section 524(g) and 105(a) of the
       Bankruptcy Code with respect to all Asbestos-Related
       Claims;

    -- The Confirmation Order and the Chapter 11 Plan must provide
       that the Asbestos Committees and the Debtors will release
       Sealed Air and Cryovac from all Asbestos-Related Claims as
       well as certain other liabilities;

    -- The Confirmation Order and Chapter 11 Plan must provide
       that the Asbestos Committees deliver a release from
       Fresenius Medical Care Holdings, Inc., and National Medical
       Care, Inc.;

    -- The Asbestos Committees will use their best efforts to
       structure the transactions contemplated to achieve
       favorable tax treatment to Cryovac and its affiliates; and

    -- The Confirmation Order and Chapter 11 Plan must provide
       that the 1998 Tax Sharing Agreement is an assumed agreement
       of the Debtors.

The Settlement Agreement also requires the Asbestos Committees to
support the approval of a disclosure statement that relates to a
Chapter 11 Plan that satisfies the provisions of the Settlement
Agreement.

A full-text copy of the 30-page Renewed Motion is available for
free at:

          http://bankrupt.com/misc/gracerenewedmotion.pdf

Representing the PD Committee, Scott L. Baena, Esq., at Bilzin,
Sumberg, Baena, Price & Axelrod, LLP, in Miami, Florida, remarks
that it cannot be gainsaid that the centerpiece of the Plan as it
is currently drafted is the Sealed Air Payment.  Pursuant to the
terms of the Plan, Mr. Baena notes, unless the aggregate amount
of the Asbestos PD Fund, Asbestos PI-SE Fund and Asbestos Trust
Expenses Fund exceeds the Sealed Air Payment, the Debtors are not
even required to fund any amounts into the Asbestos Trust.

According to Mr. Baena, while the Sealed Air Adversary Proceeding
was set to go to trial shortly after the parties successfully
negotiated a settlement on November 27, 2002, its ultimate
outcome was and is at best uncertain.  "Indisputably, the SAC
Action engenders complex legal and factual issues.  Indeed, the
complexity of the SAC Action resulted in the District Court's
truncation of the issues to be tried initially, leaving the other
alleged claims for determination only if the Plaintiffs failed to
prevail on constructive fraudulent transfer theories."

The expense of prosecuting the SAC Action to a final judgment,
which inevitably will include appellate proceedings, would be
substantial, Mr. Baena says.  In light of the amounts involved,
Mr. Baena continues, even if successful, there is no assurance as
to when and how much the Asbestos Committees would be able to
collect.

Furthermore, Mr. Baena adds, the prosecution of the SAC Action
would entail the commitment of substantial human resources and
the duration of the litigation would assuredly result in further
delays in confirming a plan of reorganization for the Debtors.

Approval of the Settlement Agreement, Mr. Baena says, is in the
best interests of creditors of the Debtors estates for at least
three reasons:

    (1) It will increase the funds available to fund a plan of
        reorganization both through the consideration to be
        provided by Sealed Air and Cryovac as well as facilitating
        the Fresenius Settlement, which itself requires that
        Fresenius and National Medicare release Sealed Air and
        Cryovac as a condition precedent to the payment obligation
        of Sealed Air and Cryovac.  Both settlements in the
        aggregate will provide close to $1.2 billion to creditors
        of the Debtors' estates.

    (2) It will continue to allow the Asbestos Committees and the
        Debtors to focus their attention on other pending matters
        in the Debtors' cases, including the resolution of the
        Zonolite Attic Insulation science trial, the estimation of
        the Debtors' asbestos liabilities and confirmation of a
        plan of reorganization.

    (3) It will avoid the necessity of having to litigate Sealed
        Air and Cryovac's motion filed with the District Court
        seeking an order vacating Judge Wolin's Opinion and Order
        with respect to the proper standard to be applied in the
        determination of the Debtors' solvency.

    (4) The expense associated with the prosecution of the SAC
        Action will be fully and finally abated resulting in a net
        economic benefit to the Debtors' estates and their
        creditors, in the range of $1.2 billion.

The Court will convene a hearing to consider the Debtors' request
on May 16, 2005, at 12:00 p.m.

Adversary Proceeding No. 02-2211, Asbestos Committees vs.
Fresenius Medical Care Holdings, Inc., and National Medicare,
Inc., was closed on February 4, 2005.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 84; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


W.R. GRACE: Hiring Beveridge & Diamond as Environmental Counsel
---------------------------------------------------------------
Beveridge & Diamond, P.C., works on various environmental matters
for W.R. Grace & Co., and its debtor-affiliates, including
negotiations and potential litigation with the Army Corp of
Engineers and the Department of Justice regarding the United
States' proof of claim filed in connection with work to be
performed under the Formerly Utilized Sites Remedial Action
Program concerning Curtin Bay, Maryland.  The United States wants
to take certain remedial actions pursuant to FUSRAP in Curtis Bay,
and, through its claim, seeks to recover costs in connection with
any remediation performed for the site.

In addition to the Curtis Bay FUSRAP Matter, Beveridge has also
been representing the Debtors in a variety of environmental and
real estate issues and related litigation for the past eight
years.  The Debtors state that they have employed the Firm as an
ordinary course professional since the inception of their Chapter
11 cases.

Accordingly, the Debtors want to continue their employment of
Beveridge as their counsel based on the firm's unique knowledge
and qualifications.  The Debtors seek the Court's authority to
employ Beveridge as special counsel to represent them in the
Curtis Bay FUSRAP Matter and other environmental and real estate
matters and related litigation.

The Debtors explain that the Firm will not be rendering services
typically performed by a debtor's general bankruptcy counsel or
with other special counsel retained in their Chapter 11 cases.
The Debtors tell Judge Fitzgerald that the services provided by
Beveridge are necessary as they seek to resolve the claim filed
by the Government and other environmental and real estate issues
and related legal action.

Patricia Saint James, Esq., an attorney at Beveridge, assures the
Court that the Firm does not have any connection with the
Debtors, their creditors or any other party-in-interest.  Ms.
Saint James attests that Beveridge does not hold or represent an
interest adverse to the Debtors' estates in the matters with
respect to which it is to be employed.

The Debtors will pay Beveridge according to the Firm's standard
hourly rates.  The attorneys and paralegals primarily expected to
work on the Debtors' Chapter 11 cases and their hourly rates are:

         Karl Bourdeau                    $485
         Patricia Saint James             $350
         Pamela Marks                     $325
         Jeanine Grachuk                  $295

Other Beveridge attorneys and paralegals may also serve the
Debtors from time to time.  In addition, Beveridge will seek
reimbursement for necessary out-of-pocket expenses incurred.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 83; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WEIGHT INTERVENTION: List of 30 Largest Unsecured Creditors
-----------------------------------------------------------
Weight Intervention and Surgical Healthcare Holding, LLC, and its
debtor-affiliates released a list of its 30 Largest Unsecured
Creditors:

    Entity                                 Claim Amount
    ------                                 ------------
    Athena Diagnostics, Inc.                 Not Stated
    PO Box 849099
    Boston, MA 02284-9099

    CBS5                                     Not Stated
    CBS5 PO Box 53061
    Phoenix, AZ 85072

    Chicago Sun-Times, Inc.                  Not Stated
    401 North Wabash Avenue
    Chicago, IL 60611

    Clear Channel Broadcasting               Not Stated
    3964 Collections Center Drive
    Chicago, IL 60693

    Comcast Spotlight                        Not Stated
    12964 Collections Center Drive
    Chicago, IL 60693

    Edwards Medical Supply                   Not Stated
    Dept 77-3432
    Chicago, IL 60678-3432

    KABB-FOX                                 Not Stated
    c/o First Union
    PO Box 951587
    Dallas, TX 75395-1587

    KCPQ-TV                                  Not Stated
    1813 Westlake Avenue
    North Seattle, WA 98109

    KING-TV                                  Not Stated
    Department 890933
    PPO Box 120933
    Dallas, TX 75312-0933

    KJZZ TV                                  Not Stated
    5181 Amelia Earhart Drive
    Slat Lake City, UT 84116


    KOMO TV                                  Not Stated
    Department 01022 Box 34936
    Seattle, WA 98124-1936

    KRGV                                     Not Stated
    PO Box 5
    Weslaco, TX 78596

    KSAT TV                                  Not Stated
    PO Box 1545
    San Antonio, TX 78296

    KSAZ-TV                                  Not Stated
    5709 Collection Center Drive
    Chicago, IL 60693

    KSL-TV                                   Not Stated
    Accounting 2nd Floor
    PO Box 1160
    Salt lake City, UT 84110

    KTVK                                     Not Stated
    PO Box 29804
    Phoenix, AZ 85038-9804

    KTVX Television                          Not Stated
    Lockbox 4653 Collections Center Drive
    Chicago, IL 60693

    KUTP                                     Not Stated
    4466 Collection Center Drive
    Chicago, IL 60693

    KUTV-TV                                  Not Stated
    PO Box 73066
    Dallas, TX 75373-0667

    National Broadcasting Co.                Not Stated
    30 Rockefeller Plaza, Room 5130E
    New York, NY 10112

    Two by Four                              Not Stated
    208 South Jefferson Street, #410
    Chicago, IL 60661

    WCIU                                     Not Stated
    26 North Halsted Street
    Chicago, IL 60661

    West Mission Medical Office, LLC         Not Stated
    910 South Bryan, Suite 302
    Mission, TX 78572

    WFLA-TV                                  Not Stated
    Remittance Processing Center
    PO Box 26425
    Richmond, VA 23260-6425

    WFLD-TV                                  Not Stated
    PO Box 91427
    Chicago, IL 60690

    WFS-TV                                   Not Stated
    4045 North Himes Avenue
    Tampa, FL 33607-6651

    WGN                                      Not Stated
    2501 Bradley Place
    Chicago, IL 60618

    WLS-TV                                   Not Stated
    190 North State Street
    Chicago, IL 60601

    WTTA-TV                                  Not Stated
    PO Box 60419
    Charlotte, NC 28260-0419

    WXIX TV                                  Not Stated
    PO Box 11407 Drawer 0963
    Birmingham, AL 35246-0963

Headquartered in Downers Grove, Illinois, Weight Intervention and
Surgical Healthcare Holding, LLC -- http://www.wishcenter.org/--  
the WISH Center is a nationally recognized and proven weight loss
program which specializes in advanced surgical treatment and long-
term management of patients with morbid obesity.  The Company and
its debtor-affiliates filed for chapter 11 protection on April 22,
2005 (Bankr. N.D. Ill. Case No. 05-16002 to 05-16015).  Geoffrey
S. Goodman, Esq., and Edward J. Green, Esq., at Foley & Lardner
LLP represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, each of
the 14 Debtors estimated assets and debts from $1 million to
$10 million.


WEIRTON STEEL: Trustee Asks Court to Approve National Steel Pact
----------------------------------------------------------------
Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, relates that National Steel Corporation and Weirton
Steel Corporation executed an asset purchase agreement on
April 29, 1983, pursuant to which Weirton purchased substantially
all of the assets of National Steel's Weirton Steel Division.
The parties subsequently executed a Benefits Agreement and an
Assumption and Assignment Agreement, under which certain employee
benefit and environmental liabilities were allocated between
National Steel and Weirton.

On March 6, 2002, National Steel filed a voluntary Chapter 11
petition in the United States Bankruptcy Court for the Northern
District of Illinois.

Since then, National Steel timely filed Unsecured Priority Claim
No. 1919 for $2,769,328 against Weirton, allegedly arising under
the Benefits Agreement.  Similarly, Weirton filed General
Unsecured Claim No. 4107 for $30,906,000 and Claim No. 4166 for
$5,200 against National Steel, for contingent, prospective claims
allegedly arising under the Assumption and Assignment Agreement.

The NSC Creditor Trust alleged that the Weirton Claims are
unliquidated, contingent claims for reimbursement or
contribution, and therefore are not allowable.

On the other hand, the Weirton Steel Corporation Liquidating
Trustee alleged that the majority of National Steel's Claim is
not entitled to priority status because the Claim arose outside
of the statutory period for priority benefit claims under Section
507 of the Bankruptcy Code.

The Weirton Trustee, National Steel and the NSC Creditor Trust
wish to resolve their disputes and avoid the costs, risks, delay
and uncertainty associated with litigation.

Under their settlement agreement, the parties agree that:

    (i) Claim No. 1919 will be fixed and allowed as an unsecured
        priority claim against Weirton and the Weirton Trustee for
        $100,000, and will be paid as an allowed Class 3 claim in
        accordance with Weirton's confirmed Plan of Liquidation.

   (ii) Other than as to the Allowed National Steel Claim or as
        specifically provided in the Agreement, the Parties
        release and discharge each other from any and all claims
        and causes of action that each may have against the other,
        including, but not limited to, any claims or causes of
        action related to, or arising from, the Weirton Claims or
        the National Steel Claim.

Mr. Freedlander asserts that the settlement agreement permits the
Weirton Trustee to expeditiously resolve the Claims Dispute,
which otherwise could:

    -- substantially delay the distribution process;

    -- increase costs associated with litigating the Claims
       Dispute; and

    -- result in a substantial dilution of the distributions to
       creditors holding allowed claims, if National Steel and the
       NSC Creditor Trust were to prevail.

Accordingly, the Weirton Trustee asks the Court to approve its
settlement with National Steel.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
was a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products.  The company was the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share. The Company filed for chapter 11 protection on May 19,
2003 (Bankr. N.D. W. Va. Case No. 03-01802).  Judge L. Edward
Friend, II administers the Debtors' cases.  Robert G. Sable, Esq.,
Mark E. Freedlander, Esq., David I. Swan, Esq., James H. Joseph,
Esq., at McGuireWoods LLP, represent the Debtors in their
liquidation.  Weirton sold substantially all of its assets to
Wilbur Ross' International Steel Group.  Weirton's confirmed Plan
of Liquidation became effective on Sept. 8, 2004. (Weirton
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WELLINGTON PROPERTIES: Case Summary & 16 Unsecured Creditors
------------------------------------------------------------
Debtor: Wellington Properties, LLC
        4230 Garrett Road
        Durham, North Carolina

Bankruptcy Case No.: 05-80920

Chapter 11 Petition Date: March 29, 2005

Court: Middle District of North Carolina (Durham)

Judge: Thomas W. Waldrep, Jr.

Debtor's Counsel: Brian D. Darer, Esq.
                  Parker, Poe, Adams & Bernstein L.L.P.
                  P.O. Box 389
                  Raleigh, North Carolina 27602-0389
                  Tel: (919) 828-0564

                        - and -

                  John A. Northen, Esq.
                  Northen Blue, L.L.P.
                  P.O. Box 2208
                  Chapel Hill, North Carolina 27514-2208
                  Tel: (919) 968-4441

Total Assets: $11,625,087

Total Debts: $12,632,012

Debtor's 16 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Accurate Disaster Recovery                       $38,140
Accurate Duct Cleaning, LLC
1209 Penselwood Drive
Raleigh, NC 27604

NCHFA Compliance Monitoring                      $30,650
Attn: Cathi Day
P.O. Box 28066
Raleigh NC 276118066

City of Durham                                   $27,039
Department of Finance
P.O. Box 30040
Durham NC 277023040

Hernandez Repair                                  $8,460
P.O. Box 15024
Durham NC 277040000

Wilmar                                            $7,921
P.O. Box 13539
Philadelphia PA 191013539

Trugreen Landcare                                 $6,372
21486 Network Place
Chicago IL 606730000

Clegg's Pest Control                              $2,625
P.O. Box 3089
Durham NC 277150000

Lone Wolf Publishing, Inc.                        $2,625
516 Brickhaven Drive
Raleigh NC 276060000

HPC Publications                                  $2,145
P.O. Box 402039
Atlanta GA 303842039

Duke Power Company                                $1,914
P.O. Box 1090
Charlotte NC 28201

Wall to Wall Carpet Care                          $1,760
P.O. Box 37146
Raleigh NC 276270000

Four Seasons Painting                               $960
1014 North Salem Street
Apex NC 275020000

Oscar Painting Co.                                  $630
4216 Garrett Road A18
Durham NC 277070000

Dodson Pest Control                                 $504
P.O. Box 90423
Raleigh NC 276750423

National Tenant Network                             $140
P.O. Box 97157
Raleigh NC 276247157

Piedmont Metro                                      $125
P.O. Box 13705
RTP NC 277090000


WESTPOINT STEVENS: Court Approves Avoidance Action Procedures
-------------------------------------------------------------
WestPoint Stevens, Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
establish uniform procedures governing preference and fraudulent
conveyance claims and actions asserted under Sections 544, 547,
548 and 500 of the Bankruptcy Code.

Mark I. Chinitz, Esq., at Stein Riso Mantel, LLP, in New York,
relates that the Debtors intend to commence over 300 Avoidance
Actions.  Many of the actions will raise certain identical issues
like those relating to the Debtors' solvency and the prevailing
industry payment standards, Mr. Chinitz says.

Mr. Chinitz asserts that the proposed procedures will:

   -- reduce costs for all parties;

   -- allow the parties to litigate the Avoidance Actions in an
      efficient and timely manner;

   -- greatly reduce the time the Court will spend administering
      the Avoidance Actions; and

   -- protect the Debtors from dilatory defense tactics.

                    Avoidance Action Procedures

The Debtors propose to implement these procedures:

    * Rule 7026(f) of the Federal Rules of Bankruptcy Procedure
      (mandatory meeting before scheduling conference/discovery
      plan) is not applicable with respect to the Avoidance
      Actions;

    * No initial pretrial conference will be held pursuant to Rule
      7016 of the Federal Rules of Bankruptcy Procedure and,
      accordingly, the summons issued by the Court and served by
      the Debtors will not set forth a date for a pretrial
      conference;

    * Bankruptcy Rule 7026 disclosures will be made within 14 days
      after the date the answer is filed;

    * No motion may be made without consent of the parties, or
      prior Court approval absent consent, which may be sought, by
      telephone conference with the Court, after prior written
      notice is provided to all other interested parties briefly
      outlining the relief requested, provided however, that:

      a. motions for default judgment and summary judgment may be
         made without the Court's prior approval; and

      b. routine procedural motions (e.g. motions to intervene or
         amend a pleading) may be made without the Court's prior
         approval provided that the moving party obtains the
         consent of all other interested parties.

      A letter request for a pre-motion conference with the Court
      will be sufficient to be deemed compliant with the requisite
      time period for the motion or answer;

    * Summary judgment motions will be filed no later than 30 days
      after the close of discovery in that Avoidance Action;

    * Document requests should not be overly-broad, and should be
      narrowly tailored to the relevant transactions and issues
      raised by the pleadings.  Document requests by letter, fax
      or e-mail are authorized;

    * All initial document requests, Local Rule 7033-1(a) written
      interrogatories, and requests to admit must be served on the
      adverse party within 60 days of the date the answer is
      served and will not exceed 25 in number each including all
      discrete subparts.  Notwithstanding any limitations
      contained in Local Rule 7033-1(b), interrogatories may be
      served with respect to defenses, if any, raised by a
      defendant in an Avoidance Action;

    * Any interim deadline may be modified by agreement of the
      parties, without application to the Court, or by application
      to the Court if the parties cannot reach agreement.  The
      final deadline for completion of discovery in any Avoidance
      Action may not be modified or extended except upon leave of
      Court;

    * All fact and expert discovery, including depositions, will
      conclude six months following the date the answer is filed;

    * All expert depositions and party depositions will take place
      in the Southern District of New York;

    * Within 100 days after the answer is served, the parties will
      provide each other with a written list setting forth the
      names of any expert witnesses and the general area for which
      the testimony of those expert witnesses will be offered.
      Copies of any reports prepared by those witnesses will be
      produced at that time.  The expert witness list will
      thereafter be modified only:

      a. on consent;

      b. by application to the Court for good cause shown; or

      c. by application to the Court on a showing that
         modification will not prejudice either party;

    * Upon consent, or upon order of the Court for good cause
      shown, any party can submit a rebuttal expert report within
      45 days of receipt of the expert witness lists and reports;

    * Rule 7030 of the Federal Rules of Bankruptcy Procedure is
      modified limiting the Debtors to two depositions of each
      defendant's current or former employees without consent, or
      by leave of the Court absent consent for more than two
      depositions.  The aggregate duration of the two depositions
      will be no more than 10 hours and will not take place over
      more than two days;

    * With respect to individualized discovery issues relating to,
      but not limited to, the defenses of waiver, estoppel, new
      value, ordinary course of business, reasonably equivalent
      value, set-off, recoupment, and accord and satisfaction,
      Bankruptcy Rule 7030 is modified limiting each defendant to
      two depositions of the Debtors' current or former employees
      without consent, or leave of the Court absent consent for
      more than two depositions.  The aggregate duration of the
      two depositions will be no more than 10 hours and will not
      take place over more than two days;

    * With respect to discovery issues applicable to all, or to a
      multiplicity, of Avoidance Actions, including but not
      limited to, the Debtors' solvency and the prevailing
      industry payment standard, the Debtors will provide a
      written list within 30 days of the answer being served
      setting forth the names of any of their current or former
      employees to be offered as witnesses and the general area
      for which the testimony of those witnesses will be offered.
      The Debtors will not be:

      a. required to present any such person at trial; or

      b. precluded from offering witnesses that do not appear on
         their Witness List;

    * To minimize repetitive testimony and to preserve the
      parties' resources, the testimony of witnesses regarding
      common or similar issues may be consolidated.  Bankruptcy
      Rule 7030 is modified such that, whenever the Debtors
      believe that any witness's testimony applies to more than
      one Avoidance Action, and it would be more efficient to have
      the witness testify in some or all of the Avoidance Actions
      at the same time, the Debtors will notify defendants and
      organize a conference to allow the parties to reach an
      agreement regarding the Avoidance Actions to which the
      witness's testimony will apply, and appropriate procedures
      involving coordination among defense counsel who want to
      participate in the deposition, the length of time allotted
      for the deposition, the date and time of the deposition, and
      other logistical issues.  Failing agreement on these issues,
      the parties will seek guidance from the Court;

    * With respect to the settlement of any Avoidance Action,
      the Debtors will be authorized to consummate the proposed
      settlement without further Court order or giving notice to,
      or receiving consent from, any party other than the settling
      parties.  Where an Avoidance Action has been commenced, upon
      consummation of the settlement the Debtors will dismiss the
      Avoidance Action if an answer has not been filed, by the
      filing of a Notice of Dismissal pursuant to Bankruptcy Rule
      7041(a)(1)(i), or if an answer has been filed, by the filing
      of a Stipulation and Order of Dismissal pursuant to
      Bankruptcy Rule 7041(a)(1)(ii).  Should any defendant in an
      Avoidance Action desire a specific order of the Court
      approving said settlement, either party, upon five days'
      Notice of Presentment served upon the other party, may
      submit the settlement to the Court for purposes of it being
      "So Ordered" by the Court; and

    * Within 30 days after the close of discovery the parties will
      notify the Court that discovery has been completed and
      request the scheduling of a final pre-trial conference and
      notify the parties of that final pre-trial conference date.

                        Settlement Procedures

For precautionary concerns and because some defendants may desire
Court approval of a settlement, the Debtors seek the Court's
permission to settle and compromise the Avoidance Actions without
the necessity of filing a Bankruptcy Rule 9019 motion and, when
necessary, have the Court "So Order" settlements upon five days'
Notice of Presentment served by one party upon the other.

Mr. Chinitz relates that while Bankruptcy Rule 9019(a) generally
requires approval of settlements by motion on 20 days notice to,
among others, all creditors, Rule 9019(b) makes clear that those
requirements are not always necessary: "[a]fter a hearing on such
notice as the court may direct, the court may fix a class or
classes of controversies and authorize the trustee to compromise
or settle controversies within such class or classes without
further notice."  Thus, Bankruptcy Rule 9019(b) provides a
mechanism for streamlined settlement procedures where, as in
WestPoint Stevens' case, there is a massive number of potential
preference actions.

The Debtors believe that absent an order governing discovery,
motion and settlement procedures, the Court's docket may be
clogged with hearings and the parties may incur substantial and
unnecessary cost and expense.  In addition, by allowing the
Debtors to settle the Preference Actions without the need to
notice parties and obtain Court approval, counsel could devote its
resources to resolving the next case, rather than tending to the
administration of cases that have already been settled, Mr.
Chinitz states.

                           *     *     *

Judge Drain approves the Avoidance Action Procedures.

Except as otherwise provided by the Federal Rules of Bankruptcy
Procedure, the Local Bankruptcy Rules, the procedures with respect
to Avoidance Actions will approximate the practices typically
followed in plenary actions in the United States District Courts,
Judge Drain says.

Moreover, Judge Drain directs the Debtors to file a quarterly
status report with the Court setting forth the present status of
each Avoidance Action.

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)


* Cadwalader Expands Corp. Practice with Mark Roppel as Partner
---------------------------------------------------------------
Mark A. Roppel, a former partner in the Mergers & Acquisitions
Group of Shearman & Sterling LLP, has joined Cadwalader,
Wickersham & Taft LLP as a partner in the Corporate/Mergers &
Acquisitions Department, resident in New York.

Mr. Roppel represents clients in a variety of domestic and cross
border transactions including mergers, tender offers, private
stock and asset purchases, leveraged acquisitions, restructurings,
joint ventures and strategic alliances.

"Mark is an outstanding addition to both our New York office and
our corporate practice," stated Robert O. Link, Jr., Cadwalader's
Chairman and Managing Partner.  "He is a highly regarded lawyer
who comes to us with extremely strong expertise gained on a wide
range of client matters."

"Mark represents a great opportunity for us as our Corporate/M&A
Department continues to grow. He has been involved in a number of
very exciting domestic and cross border transactions and his
energy and expertise will be of great value to our clients.  We
are all excited to work with him," stated Louis Bevilacqua,
Chairman of Cadwalader's Corporate/Mergers & Acquisitions
Department.

"I am looking forward to joining Cadwalader and collaborating with
its teams of highly regarded practitioners not only in
Corporate/M&A but also in the Banking, Capital Markets, Tax and
Litigation Departments.  Cadwalader's record of high profile
transactions and intense focus on being a leading firm in M&A was
an important consideration for me.  I cannot imagine a better
platform from which to serve a wide range of client needs," stated
Mr. Roppel.

Mr. Roppel joined Shearman & Sterling in 1994 and was elected
partner in 2000.  Prior to joining Shearman & Sterling, he was a
corporate associate at LeBoeuf, Lamb, Leiby & MacRae LLP, where he
worked on corporate and international transactions as well as
securities and mergers and acquisitions matters.  Mr. Roppel
received his Bachelor of Civil Law (B.C.L.) and Bachelor of Common
Law (L.L.B.) from McGill University, where he was the Senior
Editor of the McGill Law Journal.  He obtained an LL.M from
Columbia University School of Law and served as an Associate
Editor of the Columbia Business Law Review. He is admitted to
practice in New York.

Cadwalader, Wickersham & Taft, established in 1792, is one of the
world's leading international law firms, with offices in New York,
London, Charlotte, and Washington.  Cadwalader serves a diverse
client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents.  The firm offers legal expertise in
securitization, structured finance, mergers and acquisitions,
corporate finance, real estate, environmental, insolvency,
litigation, health care, banking, project finance, insurance and
reinsurance, tax, and private client matters.  More information
about Cadwalader can be found at http://www.cadwalader.com/


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
April 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      April Meeting
         McCormick and Schmick's Restaurant, Las Vegas, NV
            Contact: 702-461-5585 or http://www.turnaround.org/

April 28, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (East)
         J.W. Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Membership Drive & Networking Event
         First Horizon Park, Greensboro, NC
            Contact: 704-926-0359 or http://www.turnaround.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 29, 2005 - May 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      ACTP Body of Knowledge Course
         TBA, Houston, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

May 4, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

May 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Billiards Networking Event
         G Ques, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

May 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/CFA Spring Golf Outing
         The Woodlands, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

May 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/CFA Spring Tennis Outing
         The Woodlands, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

May 06, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (NYC)
         U.S. Bankruptcy Court SDNY, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

May 9, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millenium Broadway New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Errors, Omissions and Fraud
         Newark Club, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

May 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Welcome to Spring Networking and Panel Discussion
         Hotel du Pont, Wilmington, DE
            Contact: 215-657-5551 or http://www.turnaround.org/

May 11, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Breakfast Meeting with RMA
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/


May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 17, 2005
   NEW YORK INSTITUTE OF CREDIT
      26th Annual Credit Smorgasbord
         Arno's Ristorante, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

May 17, 2005
   NEW YORK INSTITUTE OF CREDIT
      26th Annual Credit Smorgasbord
         Arno's Ristorante, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      How Rainmakers Make It Pour
         The East Bank Club, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Quarterly Meeting
         Waller Lansden Dortch & Davis, Nashville, TN
            Contact: 615-850-8678 or http://www.turnaround.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA May Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Golf Tournament [Carolinas]
         Venue - TBA
            Contact: 704-926-0359 or http://www.turnaround.org/

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Great Lakes Regional Conference
         Peek'N Peak Resort, Findley Lake, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

May 23, 2005 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island TMA Golf Outing
         Indian Hills, Northport, LI
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf Outing - Joint with CFA, RMA & IWIRC
         NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

May 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Outing
         Crooked Creek Country Club, Alpharetta, GA
            Contact: 770-859-2404 or http://www.turnaround.org/

May 31, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2005 (Date is tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      12th Annual Charity Golf Tournament
         Venue - TBA
            Contact: 203-877-8824 or http://www.turnaround.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New York Golf Tournament (for members only.)
         Fresh Meadows Country Club, Lake Success, NY
            Contact: 646-932-5532 or http://www.turnaround.org/

June 7, 2005
   NEW YORK INSTITUTE OF CREDIT
      NYIC 86th Annual Award Banquet
         New York Hilton and Towers, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

June 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA-LI Women's Marketing Initiative: Afternoon Tea
         Milleridge Inn, Long Island, NY
            Contact: 516-465-2356 / 631-434-9500 or
                     http://www.turnaround.org/

June 9-10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Mid-Atlantic Regional Symposium
         Atlantic City, NJ
            Contact: 908-575-7333 or http://www.turnaround.com/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Sixth Annual Astros Baseball Outing
         Minute Maid Park, Houston, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

June 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Fifth Annual Charity Golf Outing
         Harborside International Golf Center, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night - Somerset Patriots Baseball
         Commerce Bank Ballpark, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

July 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island Chapter Manhattan Cruise (In Planning - Watch
      for Announcement)
         Departing from Manhattan
            Contact: 516-465-2356; 631-434-9500
            or http://www.turnaround.org/

July 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Law Review (in preparation for the CTP
      exam) [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

July 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 21-22, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         Boston, MA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 11-12, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         San Francisco, CA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, NY
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, NY
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, NY
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, WA
            Contact: 503-223-6222 or http://www.turnaround.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, MD
            Contact: 703-912-3309 or http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.com/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***