TCR_Public/050428.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, April 28, 2005, Vol. 9, No. 99

                          Headlines

ABDUL ALKASIR: Case Summary & 20 Largest Unsecured Creditors
ACCIDENT & INJURY: Files Plan of Reorganization in N.D. Texas
AIR CANADA: Faces Machinists Over Layoffs Grievance in Arbitration
AIR ENTERPRISES: Files for Chapter 11 Protection in N.D. Ohio
AIR ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors

ATA AIRLINES: Can Assume Merchant Services Credit Card Agreements
ATA AIRLINES: John Hancock Wants Compliance With Rejection Order
ATX COMMS: Exits Chapter 11 as Leucadia National's Subsidiary
BANC OF AMERICA: Moody's Puts Low-B Ratings on Three Cert. Classes
BANC ONE: Fitch Upgrades $15 Million Class H to A- From BB+

BEAR STEARNS: Fitch Puts Low-B Ratings on Six 2003-Top12 Classes
BOMBARDIER INC: Selling Capital's Inventory Finance Unit for $825M
BORDEN CHEMICAL: Likely Merger & IPO Cue S&P to Put Low-B Rating
BORDEN CHEMICAL: Moody's Revises Outlook to Developing
BUTLER ANIMAL: S&P Junks Proposed $30 Million Second-Lien Loan

CHASE MORTGAGE: Fitch Puts Low-B Ratings on 2 Private Offer Certs.
CREDIT SUISSE: Poor Performance Prompts Moody's to Review Ratings
CURON MEDICAL: Posts $2.97 Million Net Loss in First Quarter
DEUTSCHE MORTGAGE: Fitch Affirms Low-B, Junk & Default Ratings
DII INDUSTRIES: Court Approves Final Payment to Chapter 11 Experts

DIXIE PRODUCE: Case Summary & 20 Largest Unsecured Creditors
DOW JONES: Fitch Says Credit Risk of DJ.CDX.NA.HY Series Is Higher
DRUGMAX INC: Auditors Raise Going Concern Doubt in Form 10-K
ENRON: Bankruptcy Court Approves Gas Transmission Settlement
ENRON CORP: Judge Gonzalez Okays SPCP & TECO Settlement

EXAM USA: Likely Default Triggers Going Concern Doubt
FISHER SCIENTIFIC: Noteholders Agree to Amend 8-1/8% Sr. Indenture
H&E EQUIPMENT: Extends Consent Solicitation on Senior Notes
HARBOURVIEW CDO: Moody's Junks $26.25 Mil. Class C Secured Notes
HUNTINGTON ORCHARDS: Case Summary & 20 Largest Unsecured Creditors

IKON OFFICE: Will Release Second Quarter Results Today
INTERSTATE BAKERIES: 297 Trade Creditors Transfer $1.8MM in Claims
INTERSTATE BAKERIES: To Consolidate Fla. Profit Center Operations
IRVING TANNING: Committee Taps Pachulski Stang as Counsel
J.P. MORGAN: Moody's Confirms Ba1 Rating on $11.57M Class L Certs.

JESSUP CELLARS: Files Plan of Reorganization in Northern Ca.
KMART CORP: Balks at Schuldiner's $90 Mil. Personal Injury Claim
LAIDLAW INT'L: Greyhound Lines Gets 2-Year Loan Extension
LUCID ENTERTAINMENT: Delays Filing of Annual & 1st Quarter Reports
MAYTAG CORP: Fitch Downgrades $979 Senior Unsecured Notes to BB

MCI INC: Moody's to Look at Net Debt & Synergies in Qwest Merger
MEDPOINTE INC: Moody's Slices Rating on Sr. Sec. Facility to B2
MERIDIAN AUTOMOTIVE: Wants to Pay Up to $16MM to Critical Vendors
METROPCS INC: Launching $150 Million Senior Note Tender Offer
MGM MIRAGE: Mandalay Purchase Results in Downgrades from Fitch

MGM MIRAGE: Mandalay Resort Acquisition Cues S&P to Cut Ratings
MORGAN STANLEY: Fitch Puts Low-B Ratings on 6 2004 TOP 13 Classes
MORTGAGE CAPITAL: Fitch Upgrades Two Low-B Ratings & Affirms Two
MSM ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
NATIONAL ENERGY: Pittsfield Generating Holds $157.5M Damage Claim

NATIONAL ENERGY: TransAlta Holds Allowed $372,142 Claim
NATIONSRENT COS: Completes $150 Million Private Debt Placement
NORSTAN APPAREL: U.S. Trustee Picks 7-Member Creditors Committee
NORSTAN APPAREL: Creditors Committee Taps Kronish Lieb as Counsel
NOVOSTE CORP: Nasdaq Warns of Possible Stock Delisting

NUCORP LTD: Case Summary & 7 Largest Unsecured Creditors
PALMDALE HILLS: S&P Rates $75 Million Second-Lien Facility at B-
PREMIUM STANDARD: Moody's Rates New $125MM Senior Notes at B1
QWEST COMMS: Moody's to Look at Net Debt & Synergies in MCI Merger
R&G FIN'L: Revisions Cues Fitch to Put Ratings on Watch Negative

RADIO ONE: Moody's Places Ba2 Ratings on New $750M Sr. Sec. Debts
RAVENEAUX LTD: Committee Wants to Hire Boyer & Miller as Counsel
RAVENEAUX LTD: Wants to Tap Professor Lattin as Turnaround Advisor
REGIONAL DIAGNOSTICS: Case Summary & 20 Unsecured Creditors
RELIANCE GROUP: Liquidator Wants April 2005 Claims Report Okayed

RESOLUTION PERFORMANCE: Moody's Revises Outlook to Developing
SALOMON BROTHERS: Fitch Upgrades $8.4 Mil. Mortgage Certs. to BB+
SAVVIS COMMS: March 31 Balance Sheet Upside-Down by $84.7 Million
SECURITIZED ASSET: Moody's Assigns Ba1 Rating to Class B-4 Certs.
SERVICE CORP: Moody's Says Liquidity is Good Despite Cash Decline

SMC HOLDINGS: Brings-In Shearman & Sterling as Co-Counsel
SMC HOLDINGS: Hires Richards Layton as Bankruptcy Co-Counsel
SOLECTRON CORP: Redeeming $500 Million 9.625% Senior Notes
SPIEGEL INC: Court Nixes J.P. Morgan's Transaction Fee Claim
SPIEGEL INC: Taps Houlihan Lokey to Value Trademark & Trade Name

SPORTS CLUB: Reporting Delays Prompt AMEX Delisting Notice
STELCO INC: Agrees to Treat Tricap as USWA's Financial Advisor
SUSQUEHANNA MEDIA: Possible Sale Prompts S&P to Watch Ratings
TECO ENERGY: Earns $32.7 Million of Net Income in First Quarter
TEMBEC INC: Reorganizing SPF Sawmills in Abitibi-Temiscamingue

TEMBEC INC: Will Release Second Quarter Financial Results Today
THEGLOBE.COM: Inks $1.5 Million Financing with E&C Capital
TOM'S FOODS: Gets Interim Okay for DIP Loan & Cash Collateral Use
TOWN OF MULDROW: Case Summary & 8 Largest Unsecured Creditors
TRENWICK GROUP: Section 304 Petition Summary

TRIAD FINANCIAL: S&P Rates $200 Million Senior Notes at B-
TROPICAL SPORTSWEAR: Brings-In Baker & McKenzie as Tax Counsel
TSI TELSYS: TSX Reserves Common Shares for Issuance to Four Kings
TSI TELSYS: TSX Reserves Common Shares for Issuance to Mutsui
UAL CORPORATION: Files 12th Reorganization Status Report

UAL CORP: Objects to IAA's Request for Admin. Claims Payment
VICAR OPERATING: S&P Rates Proposed $500M Loan & Facility at BB-
WINN-DIXIE STORES: Case Summary After Transfer to Jacksonville
WORLDCOM INC: Court Dismisses Telnet Communications' Claim
YOUNG BROADCASTING: Extends Consent Solicitation Until Tomorrow

* Ronald DeKoven Joins Jenner & Block as Of Counsel

                          *********

ABDUL ALKASIR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Abdul Alkasir
        aka Alkasir Enterprises, Inc.
        aka Super Save & Gas for Less
        9412 Calico Place Northwest
        Albuquerque, New Mexico 87114

Bankruptcy Case No.: 05-13153

Type of Business: The Debtor sells oil and gas.

Chapter 11 Petition Date: April 20, 2005

Court: District of New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: Gerald R. Velarde, Esq.
                  Law Office of Gerald R. Velarde, P.C.
                  P.O. Box 2226
                  Albuquerque, New Mexico 87103-2226
                  Tel: (505) 248-1828

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
P.M.I                                           $150,000
3615 NM SR 528 #106
Albuquerque, NM 87114

Kewa Gas Ltd.                                    $94,000
2074 Galisteo #C-2
Santa Fe, NM 87505

Express Gasoline                                 $42,000
1300 B. West Broadway
Bloomfield, NM 87413

Robert's Oil                                     $30,000

Capital One                                      $17,661

Americredit                                      $10,883

ViStar                                            $8,700

N.M. Educators Fed. C.U.                          $7,000

Albuquerque Publishing Co.                        $3,000

Capital One                                       $2,700

H&S Enterprises                                   $1,916

Nextel                                            $1,518

PNM Electric/Gas Service                          $1,500

Roto-Rooter                                         $560

Robert Fiser                                        $500

Cash & Carry Carpet, Inc.                           $500

Qwest                                               $372

New Mexico Utilities                                $316

Home Security                                       $277

J.P. Tule                                           $273


ACCIDENT & INJURY: Files Plan of Reorganization in N.D. Texas
-------------------------------------------------------------
Accident & Injury Pain Centers, Inc., and its debtor-affiliates
delivered their Plan of Reorganization and a Disclosure Statement
explaining that plan to the U.S. Bankruptcy Court for the Northern
District of Texas.

                        Terms of the Plan

Continued Operations

The Plan proposes to continue the Debtors' business with the same
financial and ownership structure that existed during the Debtors'
chapter 11 petition in connection with delivery of chiropractic
and ancillary diagnostic services.  Robert M. Smith will continue
to lead the Debtors' businesses.

Merger

The Plan proposes the merger of all Debtors into Reorganized
Accident & Injury Pain Centers, Inc.  The Debtors' assets will be
transferred to Reorganized A&I.  The Debtors and Reorganized A&I
will designate a compliance officer to help avoid future billing
disputes over medical related receivables that lead to the filing
of the Debtors' chapter 11 cases.  

The Debtors intend to designate Dr. Ken Thomas, Dean of Clinics at
Parker Chiropractic College (or someone with similar regulatory
compliance experience) to serve as the Compliance Officer.

Continuance of Civil Action

The Civil Action styled Allstate Insurance Company, et al. v.
Receivable Finance Company, L.L.C., et al., Civil Action No.
01-CV-2247-N, will continue to be litigated post-confirmation.  
The Debtors' liability in this action, if any, will not be
discharged under the Plan.  

Creditor Recovery

Holders of allowed unsecured claims who elect to reduce their
claims to $5,000 will receive that reduced amount in full, in
cash, within 180 days of the scheduled distribution date.

Professionals related to the Civil Action will be paid in full
over five years.

Holders of other unsecured claims will be repaid in full over six
years.

The Debtors will deposit $34,439 per month into an escrow account
to pay for actual damages, if any, that may arise from the Civil
Action.

Holders of equity interests receive nothing under the Plan.  
Reorganized A&I will issue 100% of its common stock to Robert M.
Smith.

Headquartered in Dallas, Texas, Accident & Injury Pain Centers,
Inc. -- http://www.accinj.com/-- operates clinics that treat
patients with highly advanced therapy equipment and techniques.
The Company and its debtor-affiliates filed for chapter 11
protection on Feb. 10, 2005 (Bankr. N.D. Tex. Case No. 05-31688).
Glenn A. Portman, Esq., at Bennett, Weston & LaJone, P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of $10 million to $50 million.


AIR CANADA: Faces Machinists Over Layoffs Grievance in Arbitration
------------------------------------------------------------------
There is still no agreement between the International Association
of Machinists and Aerospace Workers and Air Canada on a grievance
over the announced closure of nine of its mainline stations.  The
arbitrator, Martin Teplitsky, has recalled representatives from
both sides back to Montreal for a meeting on the matter.

Air Canada announced earlier this year that it was shifting all of
its service to nine Canadian cities to its regional Jazz
subsidiary - a decision that could result in the layoff of 229
IAMAW members at Air Canada.

The closures affect gate, baggage, cargo and ground handling
workers in Charlottetown, Moncton, Saint John, Fredericton, Quebec
City, Thunder Bay, Saskatoon, Regina and White Horse.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher, serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from their creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand.

As of December 31, 2004, Air Canada's shareholders' deficit
narrowed to CDN$203 million compared to a $4.155 billion deficit
at December 31, 2003.


AIR ENTERPRISES: Files for Chapter 11 Protection in N.D. Ohio
-------------------------------------------------------------
Air Enterprises, Inc., filed a voluntary petition for relief under
chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of Ohio.

                        Section 363 Sale

On Apr. 21, 2005, Air Enterprises executed a letter of intent with
Resilience Capital Partners LLC, a Cleveland-based private equity
firm setting forth the terms of a sale of substantially all of the
assets of Air Enterprises' business pursuant to sections 363 and
365 of the Bankruptcy Code.  Air Enterprises anticipates that
papers seeking bankruptcy court authority for the proposed sale
will be filed in the immediate future.  Air Enterprises intends to
operate in the ordinary course of business during the chapter 11
proceeding.

"We are extremely pleased to move forward in the sale process with
Resilience Capital Partners," said Dottie Gaffney, Chairman and
CEO.  "I want to thank our customers, suppliers, and employees for
their patience and support through this difficult period and look
forward to their continued support as we complete our emergence
from bankruptcy."

"Air Enterprises is a great company with a long, rich history in
the highly-specialized air handling marketplace.  Although the
company is going through a difficult period, Resilience Capital
Partners is in the corporate recovery business and we have no
doubt the business will stabilize quickly and Bassem Mansour and I
look forward to working with all of the company's constituents to
affect this turn around," said Steven Rosen, a managing partner of
Resilience Capital.

In connection with its chapter 11 filing, Air Enterprises
anticipates entering into a debtor-in-possession financing
agreement that will provide the funding necessary for continued,
uninterrupted operation of its business pending bankruptcy court
approval of the proposed sale.  Air Enterprises expects to
complete the sale of the company within 60 days.

            About Resilience Capital Partners LLC

Resilience Capital Partners is a private equity firm based in
Cleveland, Ohio focused on investing in underperforming and
turnaround situations. Resilience's investment strategy is to
acquire smaller to middle market companies that have solid
fundamental business prospects, but have suffered from a cyclical
industry downturn, are under-capitalized, or have less than
adequate management resources. Resilience typically acquires
companies with revenues of $15 million to $200 million. Resilience
was founded in 2001 by Bassem Mansour and Steven Rosen.

Headquartered in Akron, Ohio, Air Enterprises, Inc., designs,
engineers, manufactures and supports custom air handling systems.
The Company filed for chapter 11 protection on Apr. 27, 2005
(Bankr. N.D. Ohio Case No. 05-52467).  John J. Guy, Esq., at Guy,
Lammert & Towne, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated liabilities between $1 million to $10 million.  An
estimate of its assets was not provided.


AIR ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Air Enterprises, Inc.
        735 Glaser Parkway,
        Akron, Ohio 44306-4166

Bankruptcy Case No.: 05-52467

Type of Business: The Debtor is the global leader in designing,
                  engineering, manufacturing and supporting custom
                  air handling systems.
                  See http://www.airenterprises.com/

Chapter 11 Petition Date: April 27, 2005

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: John J. Guy, Esq.
                  Guy, Lammert & Towne
                  106 South Main Street
                  First National Tower #2210
                  Akron, Ohio 44308-1449
                  Tel: (330) 535-2151
                  Fax: (330) 535-9048

Estimated Assets: Not Stated

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Rae Corp                                      $314,454
5th and Hunt
Pryor, OK 74362-0981

Emjay Engineering                             $226,928
1706 Whitehead Road
Baltimore, MD 21207-4003

Miller Transfer                               $176,660
PO Box 453
Rootstown, OH 44272

Outokumpu Heatcraft USA LLC                   $171,817

Gaffney Pdts                                  $136,670

American Benefits Mgmt                        $134,615

Siegferth Inc                                 $129,683

Landstar Ranger Inc                           $129,141

Aerofin Corp                                  $109,006

Friemel Love Co                               $108,737

Twin City Fan and Blower Co                   $107,238

Advanced Thermal Solutions                    $106,356

Heat Pipe Technology Inc                      $100,556

Furbay Mansfield Elec Supply                   $75,686

Deca Inc                                       $66,855

Crescent Electric Supply Co                    $60,970

Innergy Tech Inc                               $60,266

Reliance Mechanical Group                      $58,189

Dyna Tech                                      $58,034

Tomkins Inds Inc                               $57,947


ATA AIRLINES: Can Assume Merchant Services Credit Card Agreements
-----------------------------------------------------------------
On October 26, 2004, ATA Airlines, Inc. and its debtor-affiliates
sought authority to assume a Merchant Services Airline Agreement,
dated March 20, 1995, with Discover Financial Services, Inc.,
formerly known as Discover Card Services, Inc.

Pursuant to the Agreement, the Debtors accept the Discover Card
for the purchase of goods and services, in exchange for DFSI's
subsequent payment to the Debtors for the purchases, subject to
discounts, chargebacks, returns, fees and adjustments.

In the event of a chargeback of a Card Sale, the Agreement permits
DFSI to collect the amount of chargebacks from amounts owed to the
Debtors for subsequent Card Sales.  DFSI has the right to request
the establishment of a reserve to protect itself from liability
from valid chargebacks to secure the full performance of the
Debtors under the Agreement.

On February 7, 2005, DFSI objected to the Debtors' assumption of
the Agreement until the parties executed an amendment that
establishes the reserve.  DFSI was wary of the impact of the
contemplated sale of the Debtors' assets on the routes serviced by
the Debtors.  DFSI demanded adequate assurance of future
performance.

Charles V. Traylor, Esq., at Kortepeter, McPherson, Hux,
Freihofer & Minton, in Indianapolis, Indiana, tells the United
States Bankruptcy Court for the Southern District of Indiana that,
prior to Petition Date, the parties agreed in principle to
establish the reserve.  In anticipation of the amendment, DFSI
withheld settlement in the amount commensurate with the
anticipated initial reserve, amounting to $3 million in
prepetition sales as of February 7, 2005.

After extensive negotiations, the parties entered into an
amendment to the Agreement.  The salient terms of Amended
Agreement provide that:

   (a) DFSI is authorized to take appropriate steps to create
       a Reserve;

   (b) DFSI is authorized to make adjustments to the Reserves
       without further Court order;

   (c) In the event that the Reserve is not sufficient to satisfy
       the Debtors' obligations under the Agreement and the
       Amendment, DFSI will hold a superpriority claim pursuant
       to Section 507(b) of the Bankruptcy Code with respect to
       any deficiency;

   (d) Any superpriority claim held by DFSI will be subordinate
       to the superpriority claims of Southwest Airlines, Inc.,
       and the Air Transportation Stabilization Board and
       Citibank, N.A., but not to any other claim of any other
       creditor; and

   (e) The Debtors will not propose a Plan that modifies DFSI's
       rights as provided under the Agreement and the Amendment.

At the parties' behest, the Court authorizes the Debtors to assume
the Agreement, as amended, nunc pro tunc to the Petition Date.

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: John Hancock Wants Compliance With Rejection Order
----------------------------------------------------------------
On January 3, 2005, the United States Bankruptcy Court for the
Southern District of Indiana approved ATA Airlines, Inc. and its
debtor-affiliates' request to reject a Boeing 727-290 Lease
entered into between ATA Airlines, Inc., and John Hancock Leasing
Corporation.

George E.B. Maguire, Esq., at Debevoise & Plimpton LLP, in New
York, tells Judge Lorch that as of April 11, 2005, the Debtors
have not yet consummated the rejection.  The Debtors failed to
comply with the "installation" regulations of the Federal
Aviation Administration.

Upon inspection, John Hancock and its aircraft technical advisor,
The Aircraft Group, discovered that:

   (a) numerous parts that are crucial to the operation of the
       Aircraft and the three Pratt & Whitney engines, originally
       attached to the airframe, are missing;

   (b) the Debtors have attached defective parts and certain
       parts lacking supporting documentation to the Engines;
       and

   (c) the Debtors purposefully failed to properly install the
       Engines on the Aircraft.

Additionally, the Debtors have not delivered Aircraft records and
documentations, including the "current manuals" which are required
to confirm proper installation of the Engines.

Mr. Maguire contends that while the Engines were tagged as
serviceable upon delivery to the facilities of AAR Aircraft
Services, the Debtors' aircraft service provider in Roswell, New
Mexico, the subsequent attachment of unserviceable parts on the
Engines has rendered the Engines unserviceable.

The Debtors' failure to comply with the rejection has impaired
John Hancock's ability to remarket the Aircraft to complete the
calculation of rejection damages.  Furthermore, by attaching
Unserviceable Parts to the Leased Engines, the Debtors have
decreased the value of the Leased Aircraft and Leased Engines.

Pursuant to Section 365(d)(10) of the Bankruptcy Code, Mr. Maguire
informs the Court that the Debtors incurred administrative expense
obligations under the Lease, commencing on December 24, 2004, or
60 days after the Petition Date.  These obligations include basic
rent, accruing at a $83,590 rate per month.

In light of the concerns presented, John Hancock asks the Court
to:

   (a) declare that the Rejection Effective Date has not
       occurred;

   (b) compel the Debtors to comply with all of their obligations
       under the Rejection Order, including the installation of
       the Engines in accordance with the Current Manuals;

   (c) direct the Debtors to satisfy timely their obligations
       under the Lease accruing as of December 24, 2004; and

   (d) compel the Debtors to continue their insurance,
       maintenance and storage obligations through the occurrence
       of the Rejection Effective Date and for the next 20 days
       thereafter.

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)


ATX COMMS: Exits Chapter 11 as Leucadia National's Subsidiary
-------------------------------------------------------------
ATX Communications, Inc., emerged from chapter 11 protection after
a 16-month bankruptcy proceeding.  ATX's Plan of Reorganization,
which was confirmed by the U.S. Bankruptcy Court for the Southern
District of New York on April 13, 2005, took effect yesterday.

This announcement marks the beginning of a new era for ATX, which
this year celebrates its 20th year providing integrated
communications solutions to its customers.  The consummation of
the Plan represents the discharge of all of the Company's pre-
petition senior secured and other debt obligations, as well as the
achievement of comprehensive settlement agreements that resolve
ATX's outstanding litigation with incumbent local phone companies
operated by SBC and Verizon.  As provided in the Plan, with its
formal emergence from Chapter 11, ATX becomes a majority owned
subsidiary of Leucadia National Corporation (NYSE & PCX:LUK), a
diversified holding company.

During the reorganization period, ATX continued to initiate and
expand customer relationships, enhanced its solutions portfolio,
and made additions to its network infrastructure to better serve
customers.  Moving forward, the Company intends to focus on its
integrated communications business in the Mid-Atlantic states and
its consumer business in the Great Lakes region.

"ATX has emerged from bankruptcy with a strong balance sheet and
with the ability to continue to provide excellent service to its
customers," said Jeff Coursen, who has been promoted to Executive
Vice President and Chief Operating Officer of ATX.  "I am
extremely proud of our organization and how it has performed, and
I am grateful for the strong loyalty of our customers."

In his new role, Mr. Coursen will be responsible for all day-to-
day operations of ATX.  Additional promotions include Tim Allen,
Executive Vice President of Sales and Marketing; Guy Fardone,
Executive Vice President and General Manager of ATX's Commercial
Division; and Chris Michaels, Executive Vice President, Chief
Technology Officer, and General Manager of the Company's Consumer
Division.  Together, these four senior officers, who average more
than a decade of service to the Company, form an experienced team
to guide ATX into the future.

Thomas Gravina, the Company's former President and CEO, will
continue as Chairman of the Board of Directors.  "This emergence
represents the start of a new chapter for ATX - a company that has
enjoyed two decades of strong relationships with its customers,
employees, and vendors, as well as with the communities in which
we live," said Mr. Gravina.

David Larsen, an asset manager for Leucadia National Corporation,
will oversee ATX's performance as the Company's new President.

                          About Leucadia

Leucadia National Corporation is a holding company engaged in a
variety of businesses, including telecommunications (principally
through WilTel Communications Group, Inc.), healthcare services
(through Symphony Health Services, LLC), manufacturing (through
its Plastics Division), real estate activities, winery operations,
development of a copper mine (through its 72.5% interest in MK
Resources Company) and property and casualty reinsurance.

Headquartered in Bala Cynwyd, Pennsylvania, ATX Communications,
Inc. -- http://www.atx.com/-- is a local exchange and  
interexchange carrier providing integrated voice and data
services, and operates a nationwide asynchronous transfer mode
network.  ATX, CoreComm New York, Inc., and their affiliates filed
for chapter 11 protection on January 15, 2004 (Bankr. S.D.N.Y.
Case Nos. 04-10214 through 04-10245).  Paul V. Shalhoub, Esq., and
Marc Abrams, Esq., at Willkie, Farr, & Gallagher LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$664 million in total assets and $596.7 million in total debts.


BANC OF AMERICA: Moody's Puts Low-B Ratings on Three Cert. Classes
------------------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to the senior
certificates issued by Banc of America Funding 2005-B Trust and
ratings ranging from Aa2 to B2 to the mezzanine and subordinate
certificates in the securitization.

The securitization is backed by adjustable-rate alternative "A"
mortgage loans originated by:

   * GreenPoint Mortgage Funding, Inc.,
   * Banc of America Securities LLC, or
   * National City Mortgage Co.,

and acquired by Banc of America Funding Co.  The 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 ARM loan pools backing
recent alternative "A" securitizations.

GreenPoint, Bank of America, National Association, and National
City will service the mortgage loans in the securitized pool.

The complete rating actions are:

   * Class 1-A-1 $96,530,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Aaa

   * Class 2-A-1 $120,572,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Aaa

   * Class 3-A-1 $279,069,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Aaa

   * Class 3-A-1A $118,000,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Aaa

   * Class 3-A-1B $32,000,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Aaa

   * Class 3-A-2 $107,349,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Aaa

   * Class 3-A-2A $78,000,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Aaa

   * Class 3-A-2B $22,000,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Aaa

   * Class 3-A-3A $47,675,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Aaa

   * Class 3-A-3B $23,039,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Aaa

   * Class CB1 $4,760,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Aa2

   * Class CB2 $3,715,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated A2

   * Class CB3 $2,438,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Baa2

   * Class 3-M-1 $21,698,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Aa2

   * Class 3-M-2 $18,598,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated A2

   * Class 3-B-1 $12,787,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Baa2

   * Class 3-B-2 $3,875,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Baa3

   * Class 3-B-3 $5,424,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Ba2

   * Class CB4 $1,857,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated Ba2

   * Class CB5 $1,394,000 Variable-Rate Mortgage Pass-Through
     Certificates, rated B2


BANC ONE: Fitch Upgrades $15 Million Class H to A- From BB+
-----------------------------------------------------------
Banc One /FCCC, commercial mortgage pass-through certificates,
series 2000-C1 are upgraded:

       -- $23.6 million class G to 'AAA' from 'AA';
       -- $15 million class H to 'A-' from 'BB+'.

In addition, Fitch affirms these classes:

       -- Interest-only class X at 'AAA';
       -- $13.9 million class C at 'AAA';
       -- $8.6 million class D at 'AAA';
       -- $15 million class E at 'AAA';
       -- $8.6 million class F at 'AAA'.

Fitch does not rate the $14.3 million class J certificates.  The
class A-1, A-2, and B certificates have paid in full.

The upgrades are the result of increased subordination levels due
to loan amortization and prepayments.  As of the April 2005
distribution date, the pool's aggregate balance has been reduced
88.5% to $98.9 million from $857.1 million at issuance.  Of the
original 1,099 loans there are 181 remaining.  The pool remains
diverse with the top five loans representing 20% of the pool.

Currently, one loan (1.3%) is in special servicing and is 90 days
delinquent.  The loan is collateralized by a multifamily property
located in Lafayette, Indiana.  The special servicer is pursuing
foreclosure.  Credit enhancement to class H is sufficient to
absorb any loss on the specially serviced loan.

Fitch remains concerned with the transaction's 75% concentration
in Illinois, however, the originators possess local market
expertise.


BEAR STEARNS: Fitch Puts Low-B Ratings on Six 2003-Top12 Classes
----------------------------------------------------------------
Fitch Ratings affirms Bear Stearns 2003-Top12:

        -- $172.1 million class A-1 at 'AAA';
        -- $150.6 million class A-2 at 'AAA';
        -- $185.9 million class A-3 at 'AAA';
        -- $487.3 million class A-4 at 'AAA';
        -- Interest-only classes X-1 and X-2 at 'AAA';
        -- $30.5 million class B at 'AA';
        -- $31.9 million class C at 'A';
        -- $13.1 million class D at 'A-';
        -- $14.5 million class E at 'BBB+';
        -- $7.3 million class F at 'BBB';
        -- $7.3 million class G at 'BBB-';
        -- $5.8 million class H at 'BB+';
        -- $5.8 million class J at 'BB';
        -- $2.9 million class K at 'BB-';
        -- $2.9 million class L at 'B+';
        -- $2.9 million class M at 'B';
        -- $2.9 million class N at 'B-'.

Fitch does not rate the $11.6 million class O.

The rating affirmations reflect the minimal reduction of the pool
collateral balance since issuance.  As of the April 2004
distribution date, the pool has paid down 2.23%, to $1.14 billion
from $1.16 billion at issuance.  There are no delinquent or
specially serviced loans.

Eleven loans were credit assessed by Fitch at issuance:

        * West Valley Mall (5.6%);
        * Westshore Plaza (5.7%);
        * 200 Berkeley & Stephen L. Brown Buildings (4.4%);
        * Sun Valley Apartments (2.4%);
        * Town Square Mall (1.9%);
        * Cedar Knolls Shopping Center (1.7%);
        * 284 Mott Street (1.7%);
        * Eagle Plaza (1.5%);
        * Carriage Way (0.9%);
        * Deerfield Estates (0.9%); and
        * Wayne Town Center (0.8%).

Fitch reviewed the most recent operating data available from the
master servicer for these loans.

Based on their stable performance and current occupancy the loans
remain investment grade.  Fitch continues to monitor the
performance of the credit assessed loans.


BOMBARDIER INC: Selling Capital's Inventory Finance Unit for $825M
------------------------------------------------------------------
Bombardier Inc. (TSX:BBD.MV.A)(TSX:BBD.SV.B) inks an agreement to
sell Bombardier Capital's Inventory Finance Division to GE
Commercial Finance for cash proceeds of approximately $825 million
payable at closing and subject to customary adjustments.  

Bombardier Capital's inventory finance business is comprised of
trade receivables in the marine, recreational products,
recreational vehicles and manufactured housing industries.

The price represents a gross pre-tax premium of $225 million US
over the $2.2 billion US book value of the inventory financing
assets being sold and the related securitized floor plan debt and
other net liabilities of the inventory financing portfolio.  GE
Commercial Finance will also assume, after closing, the future
servicing obligations of Bombardier Capital under current public
securitizations.  As a result of this transaction, Bombardier
Capital will reduce the recorded debt and other net liabilities
related to the inventory financing business by approximately
$1.6 billion US.  Some 280 employees based in Colchester, Vermont
and Brossard, Quebec will be transferred to GE Commercial Finance.

The sale is subject to obtaining the consent of regulatory
authorities and fulfilment of other customary conditions.

This transaction is the continuation of Bombardier Capital's
orderly portfolio wind-down, initiated in 2001, and is in line
with Bombardier's objective of maximizing shareholder value.

Bombardier Capital will continue its activities of interim
financing, as well as the orderly and timely wind-down of the
remaining portfolios, including railcar leasing.

               About GE Commercial Finance

GE Commercial Finance -- http://www.ge.com/--, which offers  
businesses around the globe an array of financial products and
services, has assets of over $230 billion US and is headquartered
in Stamford, Connecticut, USA.  General Electric (NYSE: GE) is a
diversified technology, media and financial services company
dedicated to creating products that make life better.  

                  About Bombardier Inc.

A world-leading manufacturer of innovative transportation
solutions, from regional aircraft and business jets to rail
transportation equipment, Bombardier Inc. --
http://www.bombardier.com/-- is a global corporation  
headquartered in Canada.  Its revenues for the fiscal year ended
Jan. 31, 2005, were $15.8 billion US and its shares are traded on
the Toronto Stock Exchange (BBD).  

Bombardier, CRJ, CRJ200 and CRJ700 are trademarks of Bombardier
Inc. or its subsidiaries.  

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 20, 2005,
Standard & Poor's Ratings Services affirmed its ratings, including
its 'BB' long-term corporate credit rating, on Bombardier Inc. and
its subsidiaries.  At the same time, Standard & Poor's removed the
ratings on Bombardier from CreditWatch, where they were placed
Dec. 13, 2004.  The outlook is negative.  The affirmation follows
a review of Bombardier's fiscal 2005 results, a review of
financial prospects for the next few years, and recent discussions
with senior management regarding financial and strategic
priorities.


BORDEN CHEMICAL: Likely Merger & IPO Cue S&P to Put Low-B Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and other ratings for Borden Chemical Inc. on
CreditWatch with negative implications, citing the company's:

    (1) announcement of a sizable merger,

    (2) a large dividend payment, and

    (3) a proposed IPO.

Standard & Poor's also placed its 'B+' corporate credit rating and
other ratings for Resolution Specialty Materials LLC on
CreditWatch with negative implications.  At the same time,
Standard & Poor's placed its 'B-' corporate credit rating and
other ratings for Resolution Performance Products LLC on
CreditWatch with positive implications.

Columbus, Ohio-based Borden Chemical has over $850 million of
total debt outstanding.  Texas-based Resolution Performance
Products has over $800 million of total debt, including payment-
in-kind holding company notes.  Texas-based Resolution Specialty
Materials has about $173 million of total debt, including holding
company notes.

"The CreditWatch placements follow the announcement that Borden
Chemical, Resolution Performance Products, and Resolution
Specialty Materials will combine and undertake an initial public
offering," said Standard & Poor's credit analyst George Williams.
"The transactions also include a $550 million dividend payment to
shareholders which is expected to occur following the combination
but before the IPO."

Borden Chemical, Resolution Performance Products, and Resolution
Specialty Materials are each controlled by Apollo Management LP.
At the time of the merger, Borden Chemical will change its name to
Hexion Specialty Chemicals Inc.

The dividend will initially be financed through additional
borrowings and the issuance of series A preferred stock.  The IPO
is estimated at $800 million, but the amount of proceeds that will
be raised by Hexion (relative to the amount that will be raised
through a secondary offering by existing shareholders) has not
been determined (the S-1 filing indicates minimum proceeds of $360
million to Hexion).  Proceeds of the IPO will be used to redeem
the preferred stock.  The combinations and dividend payment are
expected to occur in the second quarter of 2005.  The IPO is
projected to occur sometime between July and September 2005,
following approval by the SEC.

The proposed combination would be a meaningful strategic
initiative for Borden, Resolution Performance Products and
Resolution Specialty Materials, as it would create a company with
a more diversified product portfolio, technology base, end market
slate, and geographic sales base.  Still, the combined entity will
be highly leveraged and will include the weak profitability and
exposure to commodity raw materials associated with Resolution
Performance Products.  On a pro forma basis, Hexion will have
sales of almost $4.1 billion, including the sales of Germany-based
Bakelite AG, a company that Borden Chemical is currently in the
process of acquiring from Rutgers AG.

Standard & Poor's will meet with Borden management and shareholder
representatives to review the proposed combination and its
business and financial strategies.  Attention will be paid to the
strength of the businesses being merged, the financial profile of
Hexion pro forma for the combination, the dividend and the
proposed IPO, and management's commitment to improving credit
protection measures.  The review could result in a modest
downgrade for Borden Chemical and Resolution Specialty Materials,
or if the strategic and financial benefits of this transaction are
compelling, an affirmation of the existing ratings.  At the same
time, the review could result in a modest upgrade of Resolution
Performance Products.  Standard & Poor's will also examine the
proposed capital structure of Hexion and its impact on the
recovery prospects of the existing rated debt.


BORDEN CHEMICAL: Moody's Revises Outlook to Developing
------------------------------------------------------
Moody's Investors Service affirmed the B2 senior implied ratings
of Borden Chemical Inc. and Resolution Performance Products, LLC.
Moody's also changed the outlook on the ratings of both companies
to developing from negative following the announcement that Apollo
Management, LP will merge three chemical businesses under its
control to form a new company, Hexion Specialty Chemicals, Inc.  

The change in outlook reflects uncertainty over the terms of the
new $675 million credit facilities, the change in collateral for
secured note holders due to the merger of the companies, the
further subordination of RPP's subordinated notes to environmental
and pension liabilities at Borden, and the $200 million increase
in debt at the combined company.  Apollo will utilize a portion of
the proceeds from the new credit facility ($200 million) and the
proceeds of the contemplated common stock offering to fund a
$550 million dividend.

Moody's affirmation of Borden's and RPP's senior implied ratings
reflects the benefits of their merger with Resolution Specialty
Materials LLC (RSM; unrated by Moody's), including the increased
size, improved business diversity, roughly $75 million of
potential synergies, as well as an improved operating environment.   
However, Moody's noted that Borden's ratings had already
considered some potential synergies between Borden and RPP.  
Furthermore, the B2 ratings reflect the substantial leverage of
the combined entity with a pro forma total debt to EBITDA of
upwards of 7 times, excluding synergies, and the expectation that
free cash flow will remain depressed through much of 2005, due to
the increasing investment in working capital, higher capex and
ongoing pension contributions.

The developing outlook reflects uncertainty over the impact of the
merger on the various tranches of secured and subordinated debt as
a result of the merger.  While Moody's has affirmed the existing
B2 senior implied ratings and would likely place a B2 senior
implied rating on Hexion upon completion of the merger, Moody's
could change its ratings on individual tranches of debt depending
on changes to collateral access or priority in bankruptcy as a
result of the merger.  Due to the increased debt from the
transaction, it is possible that Moody's could move the outlook
back to negative once the structural issues are resolved, unless
financial performance in the first quarter of 2005 has improved
substantially from the 2004 levels.

Borden Chemical, Inc., based in Columbus, Ohio, is a chemical
producer of resins, formaldehyde, and coatings.  The company
reported revenues of $1.7 billion for the LTM ended December 31,
2004.

Resolution Performance Products, LLC, headquartered in Houston,
Texas, is a leading global producer of epoxy resins, and versatic
acids and derivatives, and also is a leading merchant supplier of
bisphenol-A.  The company generated revenues of $1 billion for the
LTM ended December 31, 2004.

Resolution Specialty Materials, LLC, headquartered in
Carpentersville, Illinois, produces base coating resins and
additives for formulation into finished coatings, a range of
specialty polymers for graphic art applications, composite
polymers, textile chemicals and acrylic monomers.  The company
generated revenues of $768 million for the LTM ended Dec. 31,
2004.


BUTLER ANIMAL: S&P Junks Proposed $30 Million Second-Lien Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Dublin, Ohio-based Butler Animal Health Supply
Company, LLC.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating to the company's proposed $30 million senior secured
revolving credit facility due 2010 and $140 million senior secured
term loan B due 2011, based on preliminary terms and conditions.  
A recovery rating of '3' also was assigned to this loan,
indicating the expectation for meaningful recovery of principal
(50%-80%) in the event of a payment default.

In addition, a 'CCC+' bank loan rating was assigned to Butler's
proposed $30 million secured second-lien term loan due 2012.  A
recovery rating of '5' also was assigned to this loan, indicating
the expectation for negligible recovery of principal (0%-25%) in
the event of a payment default.  The lower ratings for the second-
lien loan reflect the lenders' recovery prospects after
considering the priority claims of the revolver and first-lien
term loan lenders.

Proceeds from the transaction will be used to recapitalize the
company and finance the acquisition of W.A. Butler Co. Inc. by Oak
Hill Capital Management, in conjunction with Darby Group
Companies, the current owner of Burns Veterinary Supply.  As a
result of the transaction, Butler, the leading distributor of
companion animal health care supplies, will be combined with
Burns, the number-four player in the same industry.  The combined
company is named Butler Animal Health Supply Company, LLC.  Pro
forma for the transaction, total funded debt will be about $170
million.

"The ratings reflect the integration risk associated with Butler's
combination with Burns Veterinary Supply, a small EBITDA base that
leaves limited cushion for operating challenges, and a highly
leveraged financial profile stemming from a heavy debt load," said
Standard & Poor's credit analyst Kristi Broderick. "These factors
are somewhat mitigated by the company's position as the largest
distributor in the niche companion animal health care supply
industry."

Privately held Butler holds the leading market share in the
distribution of companion animal health care products to
veterinarians in the U.S.  The industry is highly fragmented, with
only a few national distributors and many small regional
distributors.  Most veterinary practices purchase supplies from
distributors while only a small percentage of products, about 15%,
are sold directly to veterinarians from manufacturers.  Revenues
in this relatively small, but stable, industry sector are expected
to show mid single-digit growth, reflecting strong emotional bonds
for companion pets.


CHASE MORTGAGE: Fitch Puts Low-B Ratings on 2 Private Offer Certs.
------------------------------------------------------------------
Chase Mortgage Finance Trust's mortgage pass-through certificates,
series 2005-S1 are rated:

    -- $599.3 million classes A-1 through A-18, 2-A1 through 2-A3,
       A-P, A-X, and A-R (senior certificates) 'AAA';

    -- $9.9 million class M certificates 'AA';

    -- $2.7 million class B-1 certificates 'A';

    -- $1.8 million class B-2 certificates 'BBB';

    -- $1.2 million privately offered class B-3 certificates 'BB';

    -- $0.9 million privately offered class B-4 certificates 'B';

    -- $0.9 million the privately offered class B-5 certificates
       are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.90%
subordination provided by:

            * the 1.65% class M,
            * the 0.45% class B-1,
            * the 0.30% class B-2,
            * the 0.20% privately offered class B-3,
            * the 0.15% privately offered class B-4, and
            * the 0.15% privately offered class B-5 certificate.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults, as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the primary servicing capabilities of Chase Home Finance LLC  
(rated 'RPS1' by Fitch).

The trust consists of 1,216 one- to four-family first-lien
residential mortgage loans with stated maturity of not more than
30 years with an aggregate principal balance of $600,153,808, as
of the cut-off date, April 1, 2005.  The mortgage pool has a
weighted average OLTV of 66.37% with a weighted average mortgage
rate of 5.752%.  The weighted-average FICO score of the loans is
736.  Loans originated under a reduced loan documentation program
account for approximately 8.5% of the pool, cash-out refinance
loans 28.9%, purchase loans 47.0%, condominium properties are
7.9%, co-ops are 2.5%, and second homes 8.5%.  

The average loan balance is $493,548, and the loans are primarily
concentrated in California (29.6%), New York (19.8%), and Florida
(10.3%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

Wachovia Bank, N.A. will serve as trustee.  Chase Mortgage Finance
Corporation, a special purpose corporation, deposited the loans in
the trust that issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits.


CREDIT SUISSE: Poor Performance Prompts Moody's to Review Ratings
-----------------------------------------------------------------
Moody's Investors Service has placed eleven classes of
certificates issued in Credit Suisse First Boston's 2002-NP14 and
2003-NP6 securitizations under review for possible downgrade as a
result of an ongoing surveillance effort.  Both transactions were
issued with non-performing mortgage loans as collateral.  
Nonperforming mortgage loans are typically defined as loans, which
are delinquent by 90 days or more, are subject to bankruptcy or
foreclosure proceedings, or are held as REO properties.

The classes are being placed on review for downgrade based upon
the poorer than anticipated performance of the underlying mortgage
pools.

Complete rating actions are:

Issuer: CSFB Trust 2002-NP14
Review for Downgrade:

   * Class A, Currently: Aaa
   * Class M1, Currently: Aa2
   * Class M2, Currently: A2
   * Class B1, Currently: Baa2
   * Class B2 , Currently: Ba2

Issuer: CSFB Trust 2003-NP6
Review for Downgrade:

   * Class A1, Currently: Aaa
   * Class A2, Currently: Aaa
   * Class M1, Currently: Aa2
   * Class M2, Currently: A2
   * Class B1, Currently: Baa2
   * Class B2, Currently Ba2


CURON MEDICAL: Posts $2.97 Million Net Loss in First Quarter
------------------------------------------------------------
Curon Medical, Inc. (Nasdaq: CURN) reported financial results for
the first quarter ended March 31, 2005.

For the first quarter 2005, Curon Medical reported net sales of
$857,000, compared to net sales of $906,000 in the first quarter
of 2004, and $1.0 million in the fourth quarter of 2004.  Net loss
for the quarter was $2.97 million, compared with a net loss of
$3.55 million in the first quarter of 2004, and $4.21 million in
the fourth quarter of 2004.  The first quarter results reflected
the sale of six Stretta(R) Control Modules and ten Secca(R)
Control Modules plus the placement of five additional Stretta
Control Modules for evaluation.  Sales also included 367 Stretta
disposable Catheters and 210 Secca disposable handpieces.  As of
March 31, 2005, Curon Medical had cash, cash equivalents and
investments totaling $2.9 million.

Larry C. Heaton II, President and Chief Executive Officer of Curon
Medical, said, "We are pleased to report that sales of our Secca
System, which enables the minimally invasive Secca procedure for
the treatment of Bowel Incontinence (BI), continued to improve
during the quarter.  This marks the fourth consecutive quarter of
growth in Secca Control Module sales, total Secca disposable
handpiece sales, re-orders of Secca disposable handpieces, and the
number of customers reordering Secca disposable handpieces.  We
have additional near-term opportunities to facilitate adoption of
this technology through our educational activities at physician
professional society meetings, including the recent meeting of the
Society of American Gastrointestinal and Endoscopic Surgeons
(SAGES), which marked our debut of the Secca System to this
society of primarily General Surgeons, and the meeting of the
American Society of Colon and Rectal Surgeons (ASCRS) meeting in
early May."

"With the Stretta product line we focused our efforts during the
quarter primarily on customers representing the existing installed
base of approximately 300 Stretta Control Modules in the United
States.  Our near-term goal is to increase utilization by all of
our existing U.S. customers, in particular those customers who
have not performed procedures in some time.  We were pleased to
see these efforts during the quarter result in nine customers
ordering disposables to perform Stretta procedures for the first
time since before 2004, and in four customers upgrading their
older generation Stretta Control Modules to the newest version.
While these usage-focused activities do not generate the capital
revenue associated with the sale of Control Modules to new
customers, they do help build the foundation of quarterly
recurring revenue needed to reach profitability," continued Mr.
Heaton.

"We believe that one issue that was potentially having a negative
impact on adoption and utilization of the Stretta System during
the first quarter has been resolved," said Jayne Little, Curon
Medical's Director of Reimbursement.  "During the quarter there
was an element of uncertainty regarding the final amount of
reimbursement a facility would receive for performing the Stretta
procedure, and an expectation that the amount might be revised
upwards.  In late March, the Center for Medicare and Medicaid
Services (CMS) published its April 2005 Update of the Hospital
Outpatient Prospective Payment System (OPPS).  In Appendix A of
this document the payment rate for the Ambulatory Payment
Classification (APC) 0422, which includes the Stretta procedure,
was increased from $1,265 per procedure to $1,335 per procedure,
effective April 1, 2005, and retroactive for all procedures
performed since January 1, 2005.  This APC establishes the amount
a facility will be reimbursed when they perform a Stretta
procedure on a Medicare patient.  The payment rate is used as a
baseline and adjusted for local wage variations.  With the new
payment rate, actual facility reimbursement for the Stretta
procedure will now range from $977 to $2,584, depending upon
location.  With a final amount now established for 2005, customers
and potential customers can now accurately calculate the level of
reimbursement that their facility can obtain, which we believe may
positively impact adoption and subsequent utilization of the
Stretta procedure."

On April 8, 2005 and April 19,2005, the Company signed definitive
agreements for the private placement of common stock to
institutional investors for a total of $12.0 million, before
transaction fees and expenses.  The placement is structured to be
completed in two closings.  The first closing occurred on April 8,
2005.  The second closing is conditioned upon stockholder
approval.

In this first closing, the Company raised approximately
$3.2 million in gross proceeds by issuing a total of 4,962,614
shares of common stock at a price of $0.65 per share, representing
a 19 percent discount to the Company's April 7, 2005 $0.80 per
share closing price.  Investors received warrants to purchase an
aggregate of 2,481,298 shares of common stock at a price of $1.00
per share.  The warrants expire in 2010.  Net proceeds to the
Company from the first closing after estimated costs and expenses
were approximately $2.6 million.

An additional amount of approximately $8.8 million has been
deposited to escrow and will be released to the Company in the
event that the Company obtains stockholder approval for the
subsequent sale of securities.  The Company intends to seek
stockholder approval at its upcoming Annual Meeting.  In the event
that stockholder approval is received, net proceeds to the Company
from the second closing will be approximately $8.4 million. The
terms of the subsequent closing are essentially identical to those
from the first closing.  SVB Alliant and The Robins Group LLC
served as placement agents for the transaction.

"The proceeds of the placement will strengthen our balance sheet
and will be used for working capital purposes, primarily to fund
the Company's continuing development of its core business related
to the use of radiofrequency energy for the treatment of disorders
of the gastrointestinal tract," said Alistair F. McLaren, Curon
Medical's Chief Financial Officer.  "With the addition of the
funds being held in escrow pending stockholder approval, we
believe that we would have sufficient cash on-hand to fund
operations for at least the next twelve months."

                     About The Secca System

The Secca System provides physicians with devices to perform a
minimally invasive outpatient procedure for the treatment of bowel
incontinence in patients who have failed more conservative therapy
such as diet modification and biofeedback. The Secca System
utilizes the same technology and treatment concepts as the Stretta
System. Using the Curon Control Module and the Company's Secca
disposable handpiece, physicians deliver radiofrequency energy
into the muscle of the anal sphincter to improve its barrier
function.

Curon Medical, Inc. -- http://www.curonmedical.com/-- develops,    
manufactures and markets innovative proprietary products for the  
treatment of gastrointestinal disorders. The Company's products  
and products under development consist of radiofrequency  
generators and single use disposable devices. Its first product,  
the Stretta System, received U.S. Food and Drug Administration  
clearance in April 2000 for the treatment of gastroesophageal  
reflux disease, commonly referred to as GERD. The Company's Secca  
System for the treatment of bowel incontinence received clearance  
from the FDA in March 2002.  

                        *     *     *

                      Going Concern Doubt  

In its Form 10-K for the fiscal year ended Dec. 31, 2004, filed  
with the Securities and Exchange Commission, Curon Medical's  
auditors, PriceWaterhouseCoopers LLP, raised substantial doubt  
about the Company's ability to continue as a going concern due to  
Curon's recurring losses and negative cash flows from operations.

"As of December 31, 2004, we had cash and cash equivalents on hand  
of $5.9 million and working capital of $6.6 million," the Company  
disclosed in its Annual Report.  "We intend to finance our  
operations primarily through our cash and cash equivalents,  
marketable securities, future financing and future revenues.  
Although we recognize the need to raise funds in the near future,  
there can be no assurance that we will be successful in  
consummating any such transaction, or, if we did consummate such a  
transaction, that the terms and conditions of such financing will  
be favorable to us.  We believe that our cash balances will not be  
sufficient to fund planned expenditures in the third quarter of  
2005."


DEUTSCHE MORTGAGE: Fitch Affirms Low-B, Junk & Default Ratings
--------------------------------------------------------------
Deutsche Mortgage & Asset Receiving Corp.'s, commercial mortgage
pass-through certificates, series 1998-C1 are upgraded by Fitch
Ratings:

       -- $109 million class B to 'AAA' from 'AA';
       -- $109 million class C to 'AA-' from 'A'.

These classes are affirmed by Fitch:

       -- $767.5 million class A-2 'AAA';
       -- Interest-only class X 'AAA';
       -- $99.9 million class D 'BBB';
       -- $27.2 million class E 'BBB-';
       -- $45.4 million class F 'BB+'.
       -- $45.4 million class G 'B';
       -- $18.2 million class H 'B-';
       -- $22.7 million class J 'CCC';
       -- $22.7 million class K 'CC';
       - -$4.5 million class L 'D'.

The upgrades reflect the increased credit enhancement from loan
payoffs and amortization.  As of the April 2005 distribution date,
the pool's aggregate certificate balance has been reduced by
approximately 30% to $1.27 billion from $1.82 billion at issuance.
In addition, 11 loans (8.7%) have been defeased since issuance.

As of the April 2005 distribution date, six loans were 30 days
delinquent (3.7%), one 90 days delinquent (0.64%), one in
foreclosure (0.55%) and two real estate owned (0.54%).

The largest group of delinquent loans was secured by five Homewood
Suites hotels (4%).  The loans are currently 30 days delinquent.

The next largest delinquent loan (0.64%) is secured by a
multifamily property in Orlando, Florida.  The loan is 90 days
delinquent.  The loan is expected to payoff shortly.  No losses
are expected at this time.  The second largest delinquent loan
(0.55%) is secured by a multifamily property in Lexington,
Kentucky.  The loan is in foreclosure.  The special servicer and
the borrower are negotiating a possible settlement.

Fitch remains concerned with 23 loans (9.8%) which are in special
servicing.  Realized losses in the pool total $77.2 million to
date, or 4.25% of the original principal balance.  Fitch will
continue to monitor this transaction for developments on the loans
in special servicing and any other potential issues.


DII INDUSTRIES: Court Approves Final Payment to Chapter 11 Experts
------------------------------------------------------------------
Judge Fitzgerald entered a final order approving applications for
compensation filed by 17 professionals employed by DII Industries,
LLC and its debtor-affiliates in their Chapter 11 cases.

Since the Petition Date, the approved fees and expenses for each
of the Debtors' bankruptcy professional total:

Professional                           Service Fees    Expenses
------------                           ------------    --------
Resolutions, LLC                            $21,450      $1,183
Young Conaway Stargatt & Taylor, LLP        677,784      99,067
Eric D. Green                               139,950       3,032
Dresdner Kleinwort Wasserstein, LLC       1,216,667      97,322
Analysis Research & Planning Corporation    556,726       4,431
Meyer, Unkovic & Scott, LLP                  76,059       5,776
Kirkpatrick & Lockhart Nicholson
    Graham LLP                           11,718,005   1,147,986
Gollatz, Griffin & Ewing, P.C.            4,372,961     196,376
Houlihan Lokey Howard & Zukin                96,019      29,322
Hamilton, Rabinovitz & Alschuler, Inc.      442,385       9,672
Jenkens & Gilchrist, P.C.                   771,246     183,028
Mesirow Financial Consulting, LLC            76,833       8,218
KPMG LLP                                  1,034,353     112,146
Gibson, Dunn & Crutcher, LLP                537,413      49,811
                                            526,457      22,409
Cambridge Associates, LLC                   100,000           0
King & Spalding                           2,677,716     610,846
                                       ------------  ----------
             TOTAL                      $25,042,024  $2,580,625
                                       ============  ==========

The $221,008 prepetition retainer held by Young Conaway will be
applied to any amounts owed by the Debtors, with the remaining
portion to be reimbursed to them.

Kirkpatrick & Lockhart's $296,722 prepetition retainer will be
applied to any amounts owed by the Debtors.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root
International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide a
wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No.
02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the
Debtors in their restructuring efforts. On June 30, 2004, the
Debtors listed $6.255 billion in total assets and $5.295 billion
in total liabilities.  (DII & KBR Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIXIE PRODUCE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dixie Produce & Packaging, LLC
        5801 G Street
        New Orleans, Louisiana 70183

Bankruptcy Case No.: 05-13410

Type of Business: The Debtor is Southeast Louisiana's largest
                  state-of-the-art fresh-cut salad and fruit
                  production facility.

Chapter 11 Petition Date: April 27, 2005

Court: Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Tristan E. Manthey, Esq.
                  William H. Patrick, III
                  Heller, Draper, Hayden, Patrick & Horn
                  650 Poydras Street, Suite 2500
                  New Orleans, Louisiana 70130
                  Tel: (504) 568-1888
                  Fax: (504) 522-0949

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
East Coast Brokers & Packers Inc.                  $887,831
PO Box 2636
PLant CIty, FL 33564-2636

Carolina Tomato                                    $755,157
PO Box 13581
Colombia, SC 29201

Vilalge Farms                                      $415,889
PO Box 18523
Newark, NJ 07191

Tonso Farms                                        $225,162

Seminole Produce Distributor                       $175,129

Burton Tomato Farms                                $172,786

Chas Jones Produce LLC                             $102,037

West Coast Tomato Inc. FI                           $96,128

Russet Potato Exchange                              $85,616

Gonzalez Packing Co                                 $81,327

JMB International                                   $68,318

Meyer Tomato LLC                                    $66,129

Keith Connell Inc.                                  $64,931

MCC Electric, LLC                                   $63,180

Rio Rico Farms                                      $60,986

Dimare Rusking Inc.                                 $60,889

Ryan Potato Company                                 $59,288

Duda Texas (Lbx#116264)                             $48,742

RM & SM Farms                                       $43,092

Oakshire Mushroom Sales                             $40,990


DOW JONES: Fitch Says Credit Risk of DJ.CDX.NA.HY Series Is Higher
------------------------------------------------------------------
Fitch Ratings announced the release of its analysis on the most
recent roll of the Dow Jones CDX North American High Yield (DJ
CDX.NA.HY) credit default swap -- CDS -- index from Series 3 to
Series 4.  Fitch has conducted the current analysis using the
latest version of Vector V2.2, which was released on April 15,
2005.  Consisting of 100 reference entities, the DJ CDX.NA.HY CDS
index allows investors to gain exposure to various tranches of a
diversified portfolio of the most liquid high yield corporate
reference entities.  Monthly credit assessments of various risk
tranches and supporting analytics are available exclusively on
Fitch's credit derivatives web site at http://www.fitchcdx.com/

The new roll was effective on March 13, 2005 with 5 1/4- and 10
1/4-year maturities.  The credit risk of the DJ.CDX.NA.HY Series 4
index has increased as the weighted average rating of 'B+/B' is
now one notch lower than the Series 3 pool weighted average rating
of 'BB-/B+.  There have been seven reference entity deletions and
seven additions that have been made to reflect recent dealer
liquidity polls.  The list of the excluded and included reference
entities is listed below.

   Exclusions

      -- Caesars Entertainment
      -- Hilton Hotels Corporation
      -- iStar Financial Inc.
      -- J.C. Penney Co. Inc.
      -- MCI, Inc.
      -- Millennium America Inc.
      -- Nextel Communications

   Inclusions

      -- Advanced Micro Devices, Inc.
      -- Bombardier Inc.
      -- Citizens Communications Company
      -- Delphi Corporation
      -- Intelsat, Ltd.
      -- Texas Genco LLC
      -- Visteon Corporation

The top three industry concentrations in the DJ.CDX.NA.HY Series 4
index are:

            * Energy (13%),
            * Telecom (11%), and
            * Automobiles (9%).

This compares to the Series 3 top three industry concentrations
of:

            * Energy (12%),
            * Telecom (11%), and
            * Automobiles (7%).

Additionally, the number of credits on Fitch Rating Watch Negative
has increased from four to five.

About FitchCDx.com

FitchCDx.com is an integrated web-platform providing market-
oriented, advanced analysis and data for the credit derivatives
market - consolidating all of Fitch Ratings' analysis and research
on credit derivatives.  FitchCDx gives users unique access to a
combination of market information and fundamental analysis.


DRUGMAX INC: Auditors Raise Going Concern Doubt in Form 10-K
------------------------------------------------------------
DrugMax, Inc. (Nasdaq: DMAX), a specialty pharmacy and drug
distribution provider, filed its Form 10-K with the U.S.
Securities and Exchange Commission and reported financial results
for the fourth quarter and year ended January 1, 2005.

As previously reported, DrugMax completed its merger with
Familymeds Group, Inc. on November 12, 2004.  For accounting
purposes, Familymeds, the specialty pharmacy company, was deemed
to be the acquirer and therefore its financial results for the
fourth quarter and year ended January 1, 2005 are included for the
periods being presented.  The results of the drug distribution
business known as DrugMax are included from the merger date of
November 12, 2004 through January 1, 2005.  Results for the fourth
quarter 2003 and year ended December 27, 2003 include the results
of Familymeds only.  In conjunction with the merger, the new
DrugMax also has converted its fiscal year end from March 31 to a
retail fiscal year ending on the Saturday closest to December 31,
consistent with Familymeds' fiscal year end.

Net revenues for the 14-week period ended January 1, 2005
increased 33.0 percent to $73.8 million, up from $55.5 million
during the 13-week period ended December 27, 2003. Net revenues
for the 53 weeks ended January 1, 2005 increased 9.7 percent to
$239.2 million, up from $218.0 million during the 52- week period
ended December 27, 2003. Fourth quarter and full year 2004
revenues benefited from an additional week and included $15.8
million of sales related to the drug distribution business since
the merger between DrugMax and Familymeds became effective.

EBITDA(1) for the fourth quarter 2004 was ($32.1) million compared
to EBITDA of $0.8 million for the fourth quarter of 2003.
Excluding goodwill impairment of $31.0 million and a $1.3 million
merger-related non-cash compensation charge, adjusted EBITDA was
$0.2 million for the fourth quarter of 2004 compared to $0.8
million for the fourth quarter of 2003. EBITDA for the full year
2004 was ($29.5) million compared to $0.3 million for the full
year 2003. Adjusted EBITDA for the full year 2004 was $2.9 million
compared to $0.3 million in 2003.

Commenting on DrugMax's fourth quarter and full year 2004 results,
Ed Mercadante, R.Ph., Co-Chairman and Chief Executive Officer of
DrugMax, said: "We are encouraged by the progress we have achieved
since the merger took place. The specialty pharmacy business is
proceeding as planned and the integration of the drug distribution
business is continuing. We are beginning to realize the purchasing
synergies identified when bringing the two companies together.
Importantly, our sales momentum continued throughout the first
quarter 2005. We expect the Company's first quarter 2005 sales to
be approximately $85 million, an approximate 50% improvement from
the first quarter 2004. Going forward, our focus is on driving
profitability as we continue to execute against building an
integrated specialty drug distribution platform with multiple
sales channels."

Gross profit for the fourth quarter 2004 was $12.6 million, or
17.0 percent, compared to $12.4 million, or 22.4 percent, a year
ago. Gross profit for the full year 2004 was $46.8 million, or
19.6 percent, compared to $47.4 million, or 21.8 percent, in
fiscal 2003. The decrease in gross profit percentage is primarily
the result of the inclusion of the lower gross profit drug
distribution operations from the date of the merger through
January 1, 2005, which negatively impacted gross profit percentage
by approximately 4.3 percent and 1.3 percent in the fourth quarter
and full year 2004, respectively. In addition, the company
operated 77 corporate specialty pharmacies as of January 1, 2005
compared to 82 corporate specialty pharmacies as of December 27,
2003, thereby contributing to the overall gross margin dollar
decline year-over-year.

Selling, general and administrative (SG&A) expenses for the fourth
quarter 2004 were $13.7 million, or 18.5 percent of revenues,
compared to SG&A expenses of $12.0 million, or 21.6 percent of
revenues, for the fourth quarter 2003. SG&A expenses for the full
year 2004 were $46.7 million, or 19.5 percent of revenues,
compared to SG&A expenses of $47.5 million, or 21.8 percent of
revenues, in fiscal 2003.

Negatively impacting SG&A expenses for the fourth quarter and full
year 2004 was a non-cash compensation charge of $1.3 million
related to restricted stock and stock options granted to certain
Familymeds employees as part of the merger. Such charges will
continue throughout 2005 as the restricted stock and stock options
vest. Also negatively impacting SG&A expenses in the fourth
quarter and full year 2004 was the inclusion of expenses relating
to the drug distribution business from November 12, 2004 through
January 1, 2005. Excluding the merger-related non-cash
compensation charge, SG&A expenses for the fourth quarter and full
year 2004 would have been $12.4 million, or 16.8 percent of
revenues, and $45.4 million, or 19.0 percent of revenues,
respectively.

In accordance with Statement of Financial Accounting Standards No.
142, "Goodwill and Other Intangible Assets," the Company conducted
its annual impairment test related to the carrying value of its
goodwill and other intangible assets. The impairment test resulted
in a non-cash charge during the fourth quarter of $31.0 million,
or $2.80 per basic and diluted share, to reduce the drug
distribution operation goodwill and intangibles to their estimated
fair value as of January 1, 2005. This non-cash charge resulted
primarily from changes in the financial performance of the drug
distribution business, such as inventory management agreements
with major brand manufacturers that eliminated the benefits
previously derived from forward buying of pharmaceutical products.

Net loss(1) for the fourth quarter 2004 was $36.3 million, or a
net loss of $3.27 per basic and diluted share, compared to a net
loss of $1.6 million, or a net loss of $1.28 per basic and diluted
share, for the fourth quarter 2003. Net loss for the full year
2004 was $39.8 million, or a net loss of $10.68 per basic and
diluted share, compared to a net loss of $12.2 million, or a net
loss of $9.45 per basic and diluted share, for the full year 2003.
Excluding the non-cash compensation charge of $1.3 million
associated with the merger, the impact of goodwill impairment of
$31.0 million and a merger related non-cash interest charge of
$1.7 million, DrugMax's adjusted net loss for the fourth quarter
2004 would have been $2.3 million, or an adjusted net loss of
$0.21 per basic and diluted share. Excluding these charges the
Company's adjusted net loss for the full year 2004 would have been
$5.8 million, or an adjusted net loss of $1.57 per basic and
diluted share.

                       Financial Position

Cash and cash equivalents were $2.3 million for the fiscal year
ended January 1, 2005. As of January 1, 2005, $32.9 million was
outstanding under the senior credit facility and $2.9 million was
available for additional borrowings.

                        Bank Loan Default

As of January 1, 2005, the Company was not in compliance with
certain covenants under the Senior Credit Facility backed by
GENERAL ELECTRIC CAPITAL CORPORATION and BANK OF AMERICA, N,A.
As a result, the lender can demand repayment of the $32.9 million
outstanding as of Jan. 1, and could foreclose upon all or
substantially all of the Company's assets and the assets of its
subsidiaries.  The Company expects to receive an amendment waiving
covenant violations during the second quarter of 2005.  

                       Going Concern Doubt

As a result of the Company's non-compliance, Deloitte & Touche
LLP, the Company's independent registered certified public
accounting firm, issued an unqualified audit report with an
explanatory paragraph raising doubt about the Company's ability to
continue as a going concern.

Commenting further, Mr. Mercadante said: "Our operating
performance reflects the ongoing progress we have achieved in the
pharmacy business in particular. Specialty pharmacy, the engine
that drives our model, performed very well in the fourth quarter
and full year 2004. This business posted strong sales and made
great strides in expanding into new sales channels such as
physician groups and the Worksite Pharmacy at Mohegan Sun. As we
complete the merger integration process, we will leverage the
strength of our Familymeds operations and drive our integrated
platform toward capturing the numerous higher gross margin growth
opportunities we see before us."

    DrugMax highlights for the fourth quarter 2004 included:

    * Completing the merger between DrugMax and Familymeds on
      November 12, 2004;

    * Raising $17 million in a convertible preferred stock private
      placement on December 2, 2004;

    * Finalizing a new $65 million revolving credit facility on
      December 9, 2004 and

    * Opening a new Worksite Pharmacy location at the Mohegan Sun
      Casino that is dedicated to serving the casino's more than
      10,000 employees and their dependants.

                        About the Company

DrugMax, Inc. -- http://www.drugmax.com/-- is a specialty  
pharmacy and drug distribution provider formed by the merger on
November 12, 2004 of DrugMax, Inc. and Familymeds Group, Inc.
DrugMax works closely with doctors, patients, managed care
providers, medical centers and employers to improve patient
outcomes while delivering low cost and effective healthcare
solutions. The Company is focused on building an integrated
specialty drug distribution platform through its drug distribution
and specialty pharmacy operations. DrugMax operates two drug
distribution facilities, under the Valley Drug Company and Valley
Drug South names, and 77 specialty pharmacies in 13 states under
the Arrow Pharmacy & Nutrition Center and Familymeds Pharmacy
brand names. The DrugMax platform is designed to provide services
for the treatment of acute and complex health diseases including
chronic medical conditions such as cancer, diabetes and pain
management. The Company often serves defined population groups on
an exclusive, closed panel basis to maintain costs and improve
patient outcomes. DrugMax offers a comprehensive selection of
brand name and generic pharmaceuticals, non-prescription
healthcare-related products, and diagnostic supplies to our
patients, independent pharmacies, physicians, clinics, long- term
care and assisted living centers. The Company's online product
offering can be found at http://www.familymeds.com/


ENRON: Bankruptcy Court Approves Gas Transmission Settlement
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement agreement between Enron North America Corp.
and Gas Transmission Northwest Corp. f/k/a PG&E Gas Transmission
Northwest Corp.

The Settlement Agreement provides that:

    a. ENA will pay Gas Transmission $327,154 as administrative
       expense;

    b. The ENA Claim will be reduced to $3,275,653 and allowed as
       a general unsecured claim;

    c. The Enron Claim will be disallowed and expunged in its
       entirety;

    d. The parties will exchange a mutual release of claims
       relating to the Firm Agreements, the Enron Guarantee, the
       Parking Agreement, the Imbalance Agreement and the Parked
       Gas;

    e. Gas Transmission will withdraw the Administrative Expense
       Application with prejudice; and

    f. All right, title and interest in and to the Parked Gas
       will reside with, and will be held by, Gas Transmission
       free and clear of any claims or interests of ENA.

As reported in the Troubled Company Reporter on March 29, 2005,
prior to the Petition Date, Enron North America Corp. and Gas
Transmission Northwest Corp. f/k/a PG&E Gas Transmission
Northwest Corp., entered into:

    -- a number of firm transportation agreements;
    -- an imbalance service agreement; and
    -- a parking service agreement.

Pursuant to the Parking Agreement, ENA parked on Gas
Transmission's pipeline 10,787 MMBtu in net volume of natural
gas.  As of February 2005, the Parked Gas remains on Gas
Transmission's pipeline.

On October 15, 2002, Gas Transmission filed two claims against
the Debtors:

    * Claim No. 13166 for $3,512,182 against ENA; and
    * Claim No. 13164 for $632 against Enron Energy Services, Inc.

In the ENA Claim, Gas Transmission asserts amounts allegedly due
under the Firm Agreements and the Parking Agreement.  The Court
later disallowed the EESI Claim at the Debtors' request.

On May 3, 2004, Gas Transmission filed Claim No. 24766 against
Enron Corp. for $3,512,182.  Gas Transmission based the Enron
Claim on amounts allegedly due pursuant to a guarantee by Enron
on ENA's obligations under the Firm Agreements, the Imbalance
Agreement and the Parking Agreement.

On September 9, 2004, Gas Transmission filed an application for
payment of a $2,881,345 administrative expense claim.  The
administrative expense claim represents:

    Actual transportation charges      $482,120
    Parking fees                        323,151
    Firm reservation charges          2,076,074

ENA contests Gas Transmission's administrative priority claim for
the $2,076,074 firm reservation charges.  With the exception of
four days' use of the firm transportation capacity in December
2001, ENA contends it did not utilize the capacity under the Firm
Agreements after the Petition Date.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations. Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033). Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed. The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts. (Enron Bankruptcy News, Issue No.
141; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Judge Gonzalez Okays SPCP & TECO Settlement
-------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, nine Enron entities -- Enron Corp., EPC Estate
Services, Inc. f/k/a NEPCO, Enron Power Marketing, Inc., Enron
Energy Services Operations, Inc., Enron Energy Services, Inc.,
Enron North America Corp., Enron Energy Services North America,
Inc., Enron Energy Information Solutions, Inc., and NEPCO Power
Procurement Company, a division of Enron Equipment Procurement
Company -- asked the U.S. Bankruptcy Court for the Southern
District of New York to approve a settlement of claims held
or controlled by SPCP Group LLC and TECO Energy, Inc.

According Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP,
in New York, the Settlement is a comprehensive resolution of
various claims, disputes and litigation involving the Enron
Entities, and TECO Energy, SPCP Group, Frontera Generation
Limited Partnership and Electric Reliability Council of Texas,
Inc.

                          Project Claims

Prior to the commencement of its Chapter 11 case, NEPCO, an
indirect wholly owned subsidiary of Enron, engaged in the
business of designing, procuring necessary equipment for,
constructing and starting up power generating facilities for
clients around the world.

Between June 2000 and February 2001, TECO contracted with NEPCO
with respect to the construction of four power plants pursuant to
four separate contracts.  The Four Projects consist of:

    -- a Project located in Arkansas owned by Union Power
       Partners, LP;

    -- a Project located in Arizona owned by Panda Gila River, LP;

    -- a Project located in Mississippi owned by TPS McAdams, LLC;
       and

    -- a Project located in Arkansas owned by TPS Dell, LLC.

Enron guaranteed NEPCO's performance with respect to the Projects
under the NEPCO Contracts.

After Enron commenced its chapter 11 case, but before NEPCO
commenced its case, the Project Owners exercised their
contractual right to terminate the NEPCO Contracts.  Pursuant to
the NEPCO Contracts, upon termination for cause, the Owners are
entitled to recover from NEPCO their "costs to complete" the
Project in excess of the fixed price established by the NEPCO
Contracts.

Mr. Troop relates that the Project Owners filed proofs of claim
against NEPCO and Enron asserting claims for, among others, their
actual or anticipated "costs to complete" the Projects in excess
of the fixed price established by the NEPCO Contracts less the
amount of any proceeds from letters of credit the Project Owners
were able to draw with respect to the Projects:

    Project Owner     Debtor          Claim No.     Claim Amount
    -------------     ------          ---------     ------------
    Union Power       NEPCO             13761       $114,567,060
                      Enron             14244        114,567,060
                      NEPCO             23205        124,327,204
                      Enron             23204        124,327,204

    Panda Gila        NEPCO             13717         56,648,617
                      Enron             14229         56,648,617
                      NEPCO             23203         78,125,244
                      Enron             23206         78,125,244

    TPS McAdams       NEPCO             10820          1,876,641
                      Enron             10821         11,876,641
                      Enron             23207         19,724,430
                      NEPCO             23200         19,724,430
                      Enron             23329         19,724,430

    TPS Dell          NEPCO             10823         34,105,940
                      Enron             10822         34,105,940
                      NEPCO             23201         41,295,646
                      Enron             23202         41,295,646

The Project Claims against NEPCO are based on the NEPCO
Contracts, Mr. Troop explains.  The Project Claims against Enron
are based on the NEPCO Guaranties.

Similarly, the Debtors scheduled multiple contingent,
unliquidated or disputed liabilities with respect to the Projects
in their Schedules of Assets and Liabilities.

TECO came to control each of the Projects and each of the Project
Claims.  Each of the Project Claims subsequently was transferred
to SPCP, although TECO retained an interest in the Claims.

The Debtors estimate the claims of SPCP with respect to the
contracts for the four Projects to aggregate:

    -- $263,472,254 against NEPCO based on the NEPCO Contracts;
       and

    -- $263,472,254 against Enron based on the NEPCO Guaranties.

During the course of informal discovery however, TECO, for itself
and SPCP, asserted that the proper amount of its claims aggregate
$305,403,418 against each of Enron and NEPCO.

                   The "Swept Funds" Litigation

On February 13, 2003, the Project Owners commenced an adversary
proceeding against Enron, NEPCO and NPPC.  The Project Owners
alleged that the in-excess of $350,000,000 paid to NEPCO or NPPC
in connection with the Projects that were "swept" into Enron's
centralized cash management system, should be impressed with a
constructive trust in the Owners' favor.

The Project Owners subsequently transferred to TECO the Swept
Funds Litigation and their interests in it.  The Debtors dispute
that TECO can succeed in the Swept Funds Litigation.

                           Frontera Claims

On October 11, 2002, Frontera filed Claim No. 10832 against EPMI
and Claim No. 10831 against Enron, each for $7,212,926.  Frontera
transferred the Frontera Claims to TECO, which subsequently
transferred the Claims to SPCP.

The Frontera Claims assert that EPMI owes the claimholder
$3,410,324 for electricity purchased and then sold, as so-called
Ancillary Services, through ERCOT from July 1, 2001, through
November 2001 -- the Frontera Energy Transaction.  A claim for
the same amount is asserted against Enron based on Enron's
alleged guaranty of obligations owed by EPMI to Frontera -- the
First Frontera Guaranty.  Additionally, the Frontera Claims
assert that EPMI owes $3,802,601 for various call options
purchased from EPMI.  A claim is also asserted in the same amount
against Enron based on Enron's guaranty of obligations owed by
EPMI to Frontera.

                    Guaranty Avoidance Litigation

On December 1, 2003, Enron commenced an adversary proceeding
against Frontera, TECO and SPCP seeking to avoid the First
Frontera Guaranty as a fraudulent transfer.  TECO and SPCP
dispute that the Frontera Guaranty can be avoided.

EPMI objected to Claim No. 10832.

                          ERCOT Litigation

On January 3, 2002, Frontera commenced an adversary proceeding
against EPMI and ERCOT.  Frontera alleges that ERCOT owed
$2,653,893 as of November 30, 2003 -- the Gross Amount, as
payment for so-called "OOMC Services, OOME Services and Resource
Imbalance" arising from electricity generated by Frontera from
July 1, 2001, though November 30, 2001.  ERCOT credited the Gross
Amount to and debited it from EPMI as the "Qualified Scheduling
Entity" for Frontera.  Frontera has sought to compel ERCOT to pay
the amount directly to Frontera, rather than to EPMI.  EPMI
disputed that Frontera has any interest in any funds owed EPMI by
ERCOT.

ERCOT now claims the right to setoff $1,380,995 against the Gross
Amount due to EPMI claiming that this amount is owed to ERCOT by
EPMI, as the "Qualified Scheduling Entity."  At ERCOT's request,
the Court on December 10, 2002, granted it relief from stay and
ruled that ERCOT could setoff the amounts EPMI owed to ERCOT
against the amounts ERCOT owed to EPMI.

Mr. Troop says that there is a significant dispute among the
parties about:

    -- the proper amount due from ERCOT and to whom,
    -- the proper amount due to ERCOT and from whom, and
    -- the proper amount of any set-off rights of ERCOT.

The Debtors also scheduled various potential liabilities relating
to Frontera and ERCOT in their Schedules.

                           TECO BGA Claim

On October 11, 2002, TECO BGA, Inc., filed Claim No. 10824
against EESO for $272,481.  The TECO BGA Claim asserts a claim
due under a contract with EESO.  EESO has been unable to confirm
the proper amount of the Claim.  TECO BGA later transferred the
Claim to TECO, which subsequently transferred the Claim to SPCP.

The Debtors scheduled various potential liabilities relating to
TECO BGA.

                         Peoples Gas Claim

On October 11, 2002, Peoples Gas System filed Claim No. 10829 for
$3,191,613 against EESI, alleging amounts due in connection with
an energy purchase transaction.  EESI has been unable to confirm
the proper amount of the Peoples Gas Claim.  Peoples Gas
transferred the Claim to TECO, which later transferred the Claim
to SPCP.

Peoples Gas also filed a claim against Enron in an unliquidated
amount -- Claim No. 10827 -- which was subsequently withdrawn.
Peoples Gas System filed Claim No. 10828 against ENA for $75,139.
Claim No. 10828 was also withdrawn.

The Debtors scheduled various contingent, unliquidated and/or
disputed liabilities with respect to Peoples Gas.

                       Settlement Agreement

To resolve the Project Claims, the Swept Funds Litigation, the
Frontera Claims, the Guaranty Avoidance Litigation, the ERCOT
Litigation, the TECO BGA Claim, the Peoples Gas Claim, and the
related disputes and Scheduled Liabilities, the Parties entered
into the Settlement Agreement.

The Settlement provides that:

    a. SPCP will be allowed a Class 67 claim against NEPCO for
       $237,623,726 and a Class 185 claim against Enron for the
       same amount.

    b. SPCP will share any distributions received on account of
       the allowed claims with TECO pursuant to a separate
       agreement.

    c. All other Project Claims, the Frontera Claims, the TECO BGA
       Claim and the Peoples Gas Claim will be withdrawn with
       prejudice and expunged.

    d. All related Scheduled Liabilities will be disallowed and
       expunged.

    e. The Swept Funds Litigation, the Guaranty Avoidance
       Litigation and the ERCOT Litigation will be dismissed with
       prejudice.

    d. Prior to the dismissal of the ERCOT Litigation, ERCOT will
       pay $1,272,898 to EPMI, representing the balance of funds
       and accrued interest held by ERCOT as of December 20, 2004,
       as adjusted for interest and any other charges under the
       ERCOT Protocols accruing from December 21, 2004, through
       April 14, 2005.

    e. EPMI's objection to Claim No. 10832 will be deemed
       withdrawn.

    f. The parties will release each other from all claims they
       may have against each other relating to the Withdrawn
       Claims, the Project Claims, the Scheduled Liabilities, the
       NEPCO Contracts, the NEPCO Guaranties, the Swept Funds
       Litigation, the Frontera Energy Transaction, the First
       Frontera Guaranty, the Guaranty Avoidance Litigation, the
       ERCOT Litigation, the TECO BGA Energy Transaction and the
       Peoples Gas Transaction.

                           *     *     *

Judge Gonzalez approves the Settlement.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004.  Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
141; Bankruptcy Creditors' Service, Inc., 15/945-7000)


EXAM USA: Likely Default Triggers Going Concern Doubt
-----------------------------------------------------
EXAM USA, Inc., incurred losses during the nine months ended
February 28, 2005, totaling $1,181,748.  EXAM USA may continue to
incur losses during fiscal 2005 due to

   1) increased costs to provide infrastructure necessary to
      operate as a public company, and

   2) start-up costs incurred with the new store that opened in
      December 2004, as well as management's decision to increase
      payouts at that store to attract and retain customers.

The Company's current liabilities exceed its current assets
(working capital deficiency) totaling approximately $4.5 million
caused by short-term notes due in August 2005 through October
2005.   Management has historically had good relations with its
banks and management believes the notes will be refinanced in the
normal course of business based on historical actions.  The
Company is seeking United States notes aggregating $50 million, or
more, or management would consider equity capital in the amount of
$5 million, or more.  EXAM USA has available credit from a
financial institution in the amount of $5.7 million.  In the event
the Company requires capital, controlling shareholders will
contribute additional capital as needed to continue to operate in
the normal course of business, to the extent they are financially
able to do so.  There are no assurances that the notes will be
refinanced when due, or the capital will be raised.  In the event
EXAM USA is unable to meet its obligations as they become due,
there will likely be substantial doubt about its ability to
continue as a going concern.

The Company's obligations are collateralized by substantially all
of its assets.  As a common practice in Japan, the Company's
collateral is not allocated to each commercial bank loan.  Rather,
the commercial banks hold an interest in substantially all of the
Company's assets together; there are no first or second positions.  
Upon default of the loans, the Company's assets would be
liquidated and the proceeds from the liquidation would be
distributed to the commercial banks based on liquidation
preference.  Interest expense related to long-term debt amounted
to $613,086 and $391,954, during the nine months ended
February 28, 2005 and February 29, 2004 (unaudited), respectively.

On December 27, 2004, the Company entered into an agreement
whereby they obtained financing in the amount of 250,000,000 yen
(approximately $2,400,000), which expires on November 30, 2009. In
connection therewith, the Company agreed to a contract to pay
interest at 1.11%, per annum on the face amount of the contract,
offset by the receipt of interest at 3-month TIBOR -- Tokyo
Interbank Offered Rate.  Interest payments commenced starting
February 2005 and are payable at the end of every three months
thereafter until expiration.  The effect of the arrangement was to
increase interest expense by approximately $5,000 for the nine
months end February 28, 2005.

The Company was induced to enter into the interest swap contract
to obtain financing.  On the date the contract was executed, the
fair value of the Company's total contract liabilities aggregated
approximately $160,000 (therefore a cost of the borrowings), and
accordingly, such amounts were reported as a discount to the
notes, and accreted to interest expense using the effective
interest method.  The fair values of EXAM's interest rate swaps
are the estimated amounts it would receive, or pay, to terminate
the agreements as of the reporting dates as determined by the
bank.  As of February 28, 2005, the fair value of the outstanding
swaps was $134,573.

EXAM USA's level of indebtedness presents other risks to
investors, including the possibility that the Company may be
unable to generate cash sufficient to pay the principal of, and
interest on, its indebtedness when due; and that it may not be
able to meet tests and covenants of such debt agreements and
achieve satisfactory resolution of such non-compliance with the
lenders.  In such an event, the holders of the Company's
indebtedness may be able to declare all indebtedness owing to them
to be due and payable immediately, and proceed against any
collateral securing such indebtedness.  These actions could limit
EXAM's ability to borrow additional funds and would likely have a
material adverse effect on its business and results of operations.

EXAM Co., Ltd, previously known as Kisorin Co., Ltd. a Japanese
corporation, was incorporated in 1969.  On June 10, 2003, EXAM
established EXAM USA, Inc., a Delaware corporation, to effect a
share-exchange agreement with EXAM, whereby EXAM became a wholly
owned subsidiary of EXAM USA.


FISHER SCIENTIFIC: Noteholders Agree to Amend 8-1/8% Sr. Indenture
------------------------------------------------------------------
A majority of holders in principal amount of Fisher Scientific
International Inc.'s (NYSE: FSH) outstanding 8-1/8% senior
subordinated notes due 2012 provided the requisite consents to
amend the indenture governing the notes.

Holders who validly tendered their notes on April 27, the consent
payment deadline, receive the total consideration, which includes
a $30.00 per $1,000 principal amount consent payment.  The tender
offer remains open and is scheduled to expire at midnight EDT on
May 11 unless extended.  However, holders who tender after the
consent payment deadline will receive the total consideration
minus the $30.00 consent payment.

Holders may no longer withdraw notes previously or hereafter
tendered, except as described in the Offer to Purchase dated
April 14, 2005.

Requests for documents may be directed to Global Bondholder
Services Corporation, the depositary and information agent for the
offer, at 212-430-3774 (collect) or 866-804-2200 (U.S. toll-free).
Additional information concerning the tender offer and consent
solicitation may be obtained by contacting Banc of America
Securities LLC, High Yield Special Products, at 704-388-9217
(collect) or 888-292-0070 (U.S. toll-free).

                        About the Company

Fisher Scientific International Inc. (NYSE: FSH) provides products
and services to the scientific community.  Fisher facilitates
discovery by supplying researchers and clinicians in labs around
the world with the tools they need.  Fisher serves pharmaceutical
and biotech companies; colleges and universities; medical-research
institutions; hospitals; reference, quality-control, process-
control and R&D labs in various industries; as well as government
agencies.  From biochemicals, cell-culture media and proprietary
RNAi technology to rapid-diagnostic tests, safety products and
other consumable supplies, Fisher provides more than 600,000
products and services.  This broad offering, combined with
Fisher's globally integrated supply chain and unmatched sales and
marketing presence, helps make our 350,000 customers more
efficient and effective at what they do.

Founded in 1902, Fisher Scientific is a FORTUNE 500 company and is
a component of the S&P 500 Index.  Fisher has approximately 17,500
employees worldwide, and our annual revenues are expected to
exceed $5.5 billion in 2005.  Fisher Scientific is a company
committed to high standards and delivering on our promises -- to
customers, shareholders and employees alike.  Additional
information about Fisher is available on the company's Web site at
http://www.fisherscientific.com/

                          *     *     *

Moody's Investors Service and Standard & Poor's assigned single-B
ratings to Fisher Scientific's:

   -- 6-3/4% senior subordinated notes due Aug. 15, 2014,
   -- 8% senior subordinated notes due Sept. 1, 2013, and
   -- 8-1/8% senior subordinated notes due May 1, 2012.


H&E EQUIPMENT: Extends Consent Solicitation on Senior Notes
-----------------------------------------------------------
H&E Equipment Services L.L.C. and H&E Finance Corp. extended to
5:00 p.m., New York City time, on Tuesday, May 3, 2005, the
expiration date for their previously announced consent
solicitation under the indentures governing their 11-1/8% Senior
Secured Notes due 2012 and their 12-1/2% Senior Subordinated Notes
due 2013.

               Seeks Waiver of Reporting Defaults

The consent solicitation seeks to amend the indentures to increase
the amount of indebtedness that the Company may incur under its
senior revolving credit facility, and would extend the time by
which the Company is required to file its 2004 Annual Report on
Form 10-K and to comply with related 2004 information reporting
requirements under the indentures.  The Company and H&E Finance
Corp. are seeking also a waiver of certain defaults under the
indentures related to the Company's inability to file its 2004
Annual Report on Form 10-K and to comply with such 2004
information reporting requirements.  Details of the proposed
amendments and waivers are contained in the Company's Consent
Solicitation Statement, dated April 11, 2005, and the related
Consent Letter, which have been furnished to holders of the notes.  
The record date for the solicitation is April 8, 2005.

The Company has retained Credit Suisse First Boston LLC and UBS
Securities LLC to serve as solicitation agents for the
solicitation, and Morrow & Co., Inc. to serve as the information
and tabulation agent.

Copies of the Consent Solicitation Statement and related
information are available on request from the information agent by
telephone at (212) 754-8000, or in writing at 445 Park Avenue, 5th
Floor, New York, New York 10022. The consent solicitation and the
payment of the consent fees remain subject to all of the terms and
conditions contained in the Consent Solicitation Statement.

Questions regarding the solicitation may be directed to: Credit
Suisse First Boston LLC at (800) 820-1653 (toll free) or (212)
538-4807 (collect), and UBS Securities LLC at (888) 722-9555 x4210
(toll-free) or (203) 719-4210 (collect).

               About H&E Equipment Services L.L.C.

H&E Equipment Services L.L.C. is one of the largest integrated
equipment rental, service and sales companies in the United States
of America, with an integrated network of 39 facilities, most of
which have full service capabilities, and a workforce that
includes a highly-skilled group of service technicians and
separate and distinct rental and equipment sales forces.  In
addition to renting equipment, the Company also sells new and used
equipment and provides extensive parts and service support.  This
integrated model enables the Company to effectively manage key
aspects of its rental fleet through reduced equipment acquisition
costs, efficient maintenance and profitable disposition of rental
equipment.  The Company generates a significant portion of its
gross profit from parts sales and service revenues.


HARBOURVIEW CDO: Moody's Junks $26.25 Mil. Class C Secured Notes
----------------------------------------------------------------
Moody's Investors Service downgraded three tranches of Notes
issued by HarbourView CDO III, Ltd.  According to Moody's, this
rating action was prompted by rapid and severe deterioration in
the overall credit quality of the underlying assets and loss of
par due to defaults.  Moody's noted that the CDO is failing its
overcollateralization tests, and continues to violate its weighted
average rating factor test.

Affected Tranches:

Tranche description: Class A First Priority Senior Secured
                     Floating Rate Notes Due 2031

Previous Rating:     Aaa on watch for possible downgrade

New Rating:          Aa3 on watch for possible downgrade

Tranche description: Class B Second Priority Senior Secured
                     Floating rate Notes Due 2036

Previous Rating:     Aa2 on watch for possible downgrade

New Rating:          Ba1 on watch for possible downgrade

Tranche description: Class C Third Priority Secured Floating Rate
                     Notes Due 2036

Previous Rating:     Ba3 on watch for possible downgrade

New Rating:          C

Class Description:

   (1) U.S. $311,250,000 Class A First Priority Senior Secured
       Floating Rate Notes Due 2031 from Aaa on watch for possible
       downgrade to Aa3 on watch for possible downgrade.

   (2) U.S. $22,500,000 Class B Second Priority Senior Secured
       Floating rate Notes Due 2036 from Aa2 on watch for possible
       downgrade to Ba1 on watch for possible downgrade.

   (3) U.S. $26,250,000 Class C Third Priority Secured Floating
       Rate Notes Due 2036 from Ba3 on watch for possible
       downgrade to C.


HUNTINGTON ORCHARDS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Huntington Orchards, Inc.
        1259 North Etna Road
        Huntington, Indiana 46750

Bankruptcy Case No.: 05-11958

Type of Business: The Debtor sells greenhouse plants and fruits.

Chapter 11 Petition Date: April 27, 2005

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel Serban, Esq.
                  1016 Standard Federal Plaza
                  200 East Main Street
                  Fort Wayne, Indiana 46802

Total Assets: $2,218,611

Total Debts:  $2,182,318

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
Phillip and Alice Foster                           $206,981
1259 North Etna Road
Huntington, IN 46750

Wolf Brothers Farm                                 $158,563
13622 South 700 West
Wanatah, IN 46390

Carl Brehob & Sons                                  $92,527
3821 Brehob Road
Indianapolis, IN 46217

Edd's Supplies                                      $57,905

Mike Ault Seed                                      $44,837

Cordes Farms                                        $44,034

Royster Clark                                       $32,809

North Central CO-OP                                 $26,735

Denise Schloemer                                    $25,000

Steve Hileman                                       $25,000

Dawn Stanley                                        $25,000

Triwall                                             $24,711

Kunkle Farms                                        $17,100

Parrish Leasing                                     $16,050

Advanta Business Card                               $15,793

Keith Overton                                       $15,000

Citibusiness Platinum Select                        $13,477

Eason Horticultural                                 $12,768

Pinter Brothers Greenhouse                          $11,888

Capital One B 1928                                  $11,790


IKON OFFICE: Will Release Second Quarter Results Today
------------------------------------------------------
IKON Office Solutions (NYSE:IKN) will report preliminary financial
results for the second quarter of fiscal 2005 today, Apr. 28,
2005.  The company also said it is conducting a review of its
billing controls and reserve practices for trade accounts
receivable, and that this review will not be completed by Apr. 28.

                      Sarbanes-Oxley Act

During an analysis of aged trade receivables conducted during the
quarter, and in connection with performing self-assessment and
testing of its internal controls over financial reporting under
Section 404 of the Sarbanes-Oxley Act of 2002, the company
identified deficiencies in the processes and timeliness by which
it issues and adjusts certain invoices.  The identified
deficiencies result from the centralization of billing centers and
the migration to a new billing platform and relate to the
company's U.S. trade accounts receivable, and do not affect
receivables arising under the company's European, Canadian and
Mexican operations, receivables owing from General Electric
Capital Corporation ("GE") under the Company's leasing
relationship with GE, or receivables arising under its Legal
Document Service and Business Document Service businesses.

In connection with these developments, management has initiated a
comprehensive review to determine the extent to which certain
trade receivables as of March 31, 2005 may be overstated due to
billing errors and insufficient reserves relating to aged
receivables.  Preliminary sample data suggest that trade
receivables as of March 31, 2005 may be overstated by an estimated
$45 million out of a total trade accounts receivables balance of
$376 million.  Total accounts receivable as of March 31, 2005 were
$721 million.  Management believes that the estimated
overstatement represents a cumulative effect over multiple
periods, but stressed that the estimate relates to the company's
balance sheet as of March 31, 2005, and is based only on the
sample data assessed to date.  As the company completes its
detailed analysis, it will assess the accuracy of the estimate,
evaluate the impact on prior periods, and determine the extent to
which it will be required to restate results for any prior
periods.  Any impact is expected to be recorded as a non-cash
charge that will not impact cash flow from operations.  Due to the
time and effort involved in completing the required analysis, the
company anticipates that it will need to delay filing its Form 10-
Q for the fiscal quarter ended March 31, 2005.

Matthew J. Espe, IKON's Chairman and Chief Executive Officer
commented, "We identified this issue and are acting quickly to
fully resolve it.  We are committed to taking every step to fix
not only the current issue, but also its root causes so that we
can remove any barriers to creating profitable growth going
forward."

The company anticipates that it will report preliminary second
quarter results from continuing operations that are consistent
with its previously communicated expectations of earnings per
diluted share in the range of $0.14 to $0.16, excluding its
previously announced restructuring charges and charges related to
the pending review of its receivables and related reserves, with
operating cash flows exceeding management expectations.  The
company also anticipates that it will report fiscal 2005 results
from continuing operations that are consistent with its previously
communicated expectations of earnings per diluted share in the
range of $0.63 to $0.68, although at the low end of that range,
again excluding the impact of the restructuring charges and the
pending receivables and reserves review.  As a result of the
recently announced update to the requirements of the Securities
and Exchange Commission relating to share based payments, the
Company expects to begin expensing stock options in its first
quarter of fiscal 2006.

                        About the Company

IKON Office Solutions -- http://www.ikon.com/-- the world's  
largest independent channel for copier, printer and MFP
technologies, delivers integrated document management solutions
and systems, enabling customers worldwide to improve document
workflow and increase efficiency. IKON integrates best-in-class
systems from leading manufacturers, such as Canon, Ricoh, Konica
Minolta, EFI and HP, and document management software from
companies like Captaris, EMC (Documentum), Kofax and others, to
deliver tailored, high-value solutions implemented and supported
by its global services organization - IKON Enterprise Services.  
IKON represents one of the industry's broadest portfolios of
document management services, including professional services, on-
site managed services, legal document services, customized
workflow solutions, and comprehensive support through its service
force of approximately 16,000 employees, including its team of
about 7,000 customer service technicians and support resources
worldwide.  With Fiscal 2004 revenues of $4.65 billion, IKON has
approximately 500 locations throughout North America and Western
Europe.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 4, 2005,
Moody's assigned a first time speculative grade liquidity rating
of SGL-1 for IKON Office Solutions, indicating very good
liquidity.  The rating considers its $473 million of cash balances
at September 2004, expectations of adequate cash flow from
operations to finance capital expenditures, and good room under
the covenants in its largely undrawn $200 million secured bank
facility, all in the context of its public debt maturities, which
total approximately $57 million over the next twelve months.


INTERSTATE BAKERIES: 297 Trade Creditors Transfer $1.8MM in Claims
------------------------------------------------------------------
From December 15 to December 17, 2004, the Clerk of U.S.
Bankruptcy Court for the Western District of Missouri recorded
297 claim transfers to:

(a) Debt Acquisition Company of America V, LLC

           Creditor                           Claim Amount
           --------                           ------------
           247 Express Courier Inc.                    $68
           A-1 Auto Parts                              921
           A-1 Heating & Air Conditioning              105
           ABC Fire Extinguisher Sales & Service        73
           ABC Sewer & Drain Cleaning                  115
           A-C Electric Inc.                           259
           Action Heating And Cooling                  349
           Adams Refrigeration Co., Inc.               170
           Advanced Tree Service                     3,900
           Air Brake & Equipment                       574
           Air Cleaning Specialists                    128
           Akron Bearing Co., Inc.                     109
           Allens Cleaning Co.                          90
           Allied Technical Services Corp.           5,037
           Alsco                                       223
           Animal Damage Control by Trapper Jon         60
           Anthony Paterno                           1,177
           Apple 1 Art Studios                         205
           Arbury Cochran                              105
           Arrow Trailer Signs                         159
           Ashley Electric Inc.                        331
           Associated Fire Protection Inc.              68
           Atlas Termite & Pest Control Inc.            95
           Automatic Firing Inc.                       442
           Ayden Diesel Inc.                           335
           B & K Equipment                             307
           Ball Heating & AC Inc.                      444
           Barry Herter Union City Cleaning            180
           Batzner Pest Mgmt., Inc.                    133
           Best Western Capital Inn                    187
           Bills Lawn & Garden                         138
           Bills Lock & Safe                           134
           Blair Unlimited                              90
           BLR Business & Legal Reports                938
           Blue Eagle Towing                            72
           Bob Mehrman                                 580
           Bold Machine Inc.                           251
           Bonanza Pest Control Inc.                    81
           Booker Window Cleaning                      190
           Brannon Electric Motor Co.                  473
           Brashear Hvac                               498
           Brown Electric Co.                           65
           Buffalo Spring & Equipment Inc.             571
           Building Maintenance Service Co.            100
           Buono Pest Control                          160
           Business & Legal Reports Inc.             1,741
           Business Systems Inc.                       103
           Buzy Bee Board-Up                           492
           Calvins Distributing                        118
           Canteen                                     184
           Caskey Pest Control                          56
           Catering by Design                          600
           Central Elevator Company Inc.                70
           CGCO 01906_39S016                           226
           Chambers Heating & Plumbing                 266
           Charles Caldwell Lawncare                   150
           Charlie Miller Lawn Service                  90
           Cheryl Hazen                                 59
           Cheryl Pratt                                185
           Chets Lock & Key Service                     70
           Cleancity Janitor Service Inc.               59
           Climatengineering Inc.                      153
           Complete Commercial Cleaning                320
           Consumers Hardware                           50
           Cooneys Locksmith                           129
           Copy Shoppe Printing Inc. 70-005            598
           COR 70019033_39S011                          88
           Cosha Inc.                                  218
           Crandallco Inc.                              75
           Creative Graphics Of Prior Lake IN           81
           Creditors Edge                              315
           Crouch Fire And Safety                       99
           CSI of St. Louis Inc.                       110
           Cullum & Brown of Wichita Inc.            1,728
           D&E Complete Lawn Care Service              140
           Dan Horchers Service Inc.                   350
           Darryl Exum Kleen Cut Lawn Service        1,350
           Data Imaging Solutions Inc.                 518
           Davenport Towing & Recovery                 325
           Daves Glass & Mirror Shop                   430
           Daves Towing Specialists                     81
           Davis Sign & Lighting                       335
           Dean Foods NC Inc., Cust. 115249            447
           Defiance Publishing Co.                      53
           Denneys Lawn Care                           568
           Dobles GM Parts Depot                        99
           Don Bowles                                  290
           Dons Mobile Glass Inc.                      210
           Door Tech                                   424
           Dubak Elec. Maintenance Corp.               613
           E & G Terminal Inc.                         181
           Econoclean Cleaning Service Commerce      1,350
           Ed Schmidt Pontiac - GMC                     99
           Educational Services                        695
           Elwood Call-Leader                          142
           Employee Screening Serv. Inc.                60
           ERT Waste Services                          365
           Evening Times                                60
           Farmington Auto Supply Co.                   60
           Fast Glass Inc.                           1,178
           Frankfort Plant Board                       423
           Fraser Advanced Information System          131
           Garden st. Trailer jockey                 1,991
           Geo Cummings Landscaping                    193
           Georges Door Service Inc.                   112
           Gibson Heating & Air Conditioning Inc.       69
           Greg Pearson                                 55
           Hank Forshey                                420
           Hardmans Inc.                               200
           Harms Florist                               156
           Havelock Refuse                             172
           Hawkeye Fire & Safety Co.                    60
           Heritage Products Inc.                      609
           Holiday World & Splashin Safari             349
           Homestead Inn                               405
           Horizon Glass Inc.                          247
           I-5 Glass Co.                                90
           Integrated Audio Systems                    396
           Interstate Batteries of Monroe              306
           Interstate Batteries of Southwest Missouri   58
           Interstate Battery of Chicago               134
           Interstate Battery Systems                   58
           Island Environmental Services Inc.        1,013
           Jacksons Tire Service Inc.                  237
           James A. Burton & Shirley J. Burton          88
           James K. Russell                             82
           Jefferson City Auto Supply Co.              109
           Jim & Harolds Garage                        528
           Jim Mcmichael Signs & Truck Painting        417
           Jimmy's Wrecker Service Jimmy A. Howard     370
           Jims Towing                                 170
           Joe L. Wallace MD PA                        160
           Kathleen Boone Kathys Cleaning              150
           Katy Otte                                   120
           KCS Catering                                113
           Lampton Electric Inc.                       246
           Larry Tennant AllClean                      210
           Macfarlene Office Products Inc.              94
           Macs Hydraulic Jack Service Inc.            264
           Magic Scape                               1,080
           McCullough Water                            100
           Metro Airport Truck                         507
           Michael D. Wilcox                           210
           Middlesex Welding Sales Co., Inc.            78
           Missoula Textile Srvs. 124-0000              81
           Noonan Landscaping                        1,688
           Nor Air Freight Delivery Service             50
           Nor-Cal Beverage Co.                        273
           Northern Weathermakers HVAC Inc.            911
           Northwest Electric Motor Co.                657
           Novak Sanitary Service                       87
           Nutec Systems Inc.                          486
           On-Site Pressure Washing                  5,298
           Ontario Sanitary 30466                       54
           Ontario Sanitary Svc. 30100                  69
           ORR Automotive                              471
           Palladium-Item                              415
           Palmer Spring Co.                            89
           Payne Sign Company                           70
           Peterbilt Of Springfield Inc.               938
           Plunks Wrecker Service                      156
           Polar Water                                  79
           Popes Janitorial Service                    400
           PSI                                         567
           Purchase Ford                                82
           R & S Towing                                313
           R J Kimball Const. Inc.                     129
           R&S Erection San Francisco Inc.             190
           Readys Ice Co.                               63
           Reno Drain Oil Service                       50
           Renzo Dairy                                 343
           Ritz Food Service                           154
           Robert A. Milliken III                      300
           Robin Federmeyer                             81
           Rodney Jones                                305
           Rundes Welding & Driveline                   84
           Seymours Restaurant                         436
           Shawnee Biscuit Company                     364
           Shell Rapid Lube                            234
           Silvey Plumbing                             125
           Southern Historical New Inc.                300
           Sunshine Dairy Foods                        689
           The Cleaning Team                            70
           Top Notch Lawn Care                          50
           Toshiba Business Solutions                  285
           Tricounty Sheet Metal                        70
           Village Motors Inc.                         233
           Walpole Tire Service LLC                    151
           Water Brothers Contractors Inc.              52
           Waukegan Auto Radiator & AC                  75
           Weber Fire & Safety Equip Co. Inc.          305
           WG&LC 12028-12028_53S679                    602
           Wheeler Heating & Air Conditioning           94
           Windam Sparkle                               51
           Z & W Services                               85

(b) Fair Harbor Capital, LLC

           Creditor                           Claim Amount
           --------                           ------------
           A-Accurate Auto Glass Ltd.                 $630
           Atlanta Commercial Tire                     965
           Eldorado Forklift                         4,411
           Guadalupe Montes Solorioa&L Cleaning      1,275
           Harris Plumbing and Heating              21,890

(c) Halcyon Fund, L.P.

           Creditor                           Claim Amount
           --------                           ------------
           Color Concepts                          $53,890
           Coast Packaging                         291,266
           NPP Packaging Graphic Specialist Inc.    15,495

(d) KIA Factors, Inc.

           Creditor                           Claim Amount
           --------                           ------------
           Shook Hardy & Bacon LLP                $277,504

(e) KS Capital Partners, L.P.

           Creditor                           Claim Amount
           --------                           ------------
           Conan Corporation                      $211,735

(f) Madison Niche Opportunities, LLC

           Creditor                           Claim Amount
           --------                           ------------
           Pan-glow                               $478,547

(g) Revenue Management

           Creditor                           Claim Amount
           --------                           ------------
           Admiral Security                         $1,269
           Advanced Mobile Wash                      2,317
           Allied Equip. Service Corp.               1,156
           Anthony Patio                             1,177
           Avon Electric Door Co.                    1,032
           Baker Commodities                         3,700
           Burge Publishing                          1,756
           Cantos Corp. 223                          1,185
           Coast Counties Truck & Equip. Co.         9,198
           Commercial Door Company                   1,258
           Danny Wayne Cain                          2,105
           Ear hart Petroleum Inc.                  26,558
           El Johnston Inc.                          1,086
           Emergency Breakdown Svc.                  1,600
           Enviro-zyme International Inc.            1,500
           Merit Oil Co.                            98,826
           Neals Truck Parts                         6,821
           Norths Bakery California Inc.            16,421
           Point Spring & Driveshaft Co.            16,001
           Ranco Security Inc.                      11,572
           Rennie and Clark Inc.                     1,456
           Retail Merchandising Services            16,824
           RK Environment Services LLC               2,045
           Roadside Equip Repair Inc.                1,981
           Ron Hess                                  3,234
           Sethness Products Co.                     5,506
           Silverbow Honey Co. Inc.                 12,376
           Sy-Cor Exhaust Systems                   18,659
           Toledo Auto Electric                      4,299
           Yoder Oil Service                        14,518

(h) Sierra Liquidity Fund, LLC

           Creditor                           Claim Amount
           --------                           ------------
           ADA Coca Cola Bottling Co.               $1,101
           Fleet Products                            7,188
           H & H Diesel Service, Inc.                2,022
           Jack of All Trades of Ohio                3,594
           Pro Wash, Inc.                            1,198
           Select Media Group                        8,825
           Welcome Card                              4,357

(i) Trade-Debt.net

           Creditor                           Claim Amount
           --------                           ------------
           AAA Auger                                  $203
           Able Disposal                               771
           Americinn Sauk Centre                       399
           Baker-Mitchell Co.                          932
           Bobby & Lawn Care                           698
           Butch's Key Shop                            117
           Charles M. Burnstead                        558
           Cantos Corp. 064                          1,679
           Evergreen Irrigation & Landscaping          135
           Fairfield Sunoco                          2,947
           Ferrite Industries Inc.                     208
           Filter Fresh St. Louis                      104
           Flathead Electric Corp. 1000751             439
           Foster Auto Body                            382
           George Wichs d/b/a Diamond State Lawn       545
           Guaranty Glass Inc.                         386
           Harrison Mediquick                          150
           Henry Qwik Lube                             285
           Holiday Inn                                 517
           Hopkins Chevrolet                           267
           Hyvee Food Stores 1387                      200
           Interstate Batteries of Greater Buffalo     630
           Jacks Glass Inc.                            200
           Janssen Refrigeration                       709
           Jason Shaw Shaws Pressure Cleaning        1,223
           Licatas                                     236
           L I Hardware                                329
           L L Peet Construction                       308
           Michael D. Wilcox                           210
           Microtel Inn & Suites                       173
           Mow Money Lawn Services                     900
           Murzan Sanitary Systems Inc.                708
           Napa-Marion                                 341
           Overhead Door Company of Quincy             571
           Paramount Pest Control                      722
           Queen City Office Machines Inc.             399
           Reflections Unlimited                       608
           Roselee Wickman                             100
           Royal Publishing                            295
           Roy's Diesel Injection Service              442
           Select Force Inc.                           301
           Service Now Heating & Air                   158
           Sparkle Wash of Denver                      739
           The Glass Authority                         772
           The Network Companies                       131
           Thomas Door Controls Inc.                   174
           Universal Mail Delivery Service             290
           Valley Industrial & Family Medical          150
           VIP Express                                 653
           Wayne Products                              380
           Webber Office Supply                        536
           Webster Safe & Lock Company Inc.            161
           Wiginton Fire Systems                       900

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

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


INTERSTATE BAKERIES: To Consolidate Fla. Profit Center Operations
-----------------------------------------------------------------
Interstate Bakeries Corporation (OTC: IBCIQ) plans to consolidate
operations in its Florida Profit Center, as part of IBC's
previously announced operational and financial restructuring and
subject to bankruptcy court approval.  This includes the closing
of its bakery in Miami and consolidating routes, depots and thrift
stores in Florida and Georgia, where it maintains regional
facilities.

The Company said it expects to complete the consolidation of the
Florida PC by July 15, 2005.  The consolidation is expected to
affect approximately 600 workers in the Florida PC.  IBC will
continue to service the marketplace from its bakeries in Columbus,
Georgia, and Jacksonville and Orlando, Florida.

These actions are a part of the Company's efforts to address
continued revenue declines and its high-cost structure.  Monthly
consolidated operating reports filed with the bankruptcy court
show that net sales for the third quarter (16 weeks ended March 5,
2005) were $1.003 billion, representing a 1.7 percent decline from
the comparable period a year ago.

"In light of continuing revenue challenges, we are taking steps to
rationalize and refocus our under-performing operations into a
sustainable, ongoing business that can operate outside of
bankruptcy protection," said Tony Alvarez II, chief executive of
IBC and co-founder and co-chief executive of Alvarez & Marsal, the
global corporate advisory and turnaround management services firm.

"These actions are intended to improve profitability by
rationalizing marginal products," he said.  "The Company will
strengthen its focus on branded sales and deliveries, which we
believe are key components in configuring the business for
efficiencies in production, distribution, marketing and sales."

Mr. Alvarez said that since filing to restructure under
Chapter 11, the Company has undertaken a comprehensive review of
its operations to determine the appropriate actions necessary to
return to profitability.  As a first step, the Company:

     *  Closed the Florence, S.C. facility;
     *  Implemented a reduction in force;
     *  Reduced corporate costs; and
     *  Reduced or suspended certain employee benefit programs.

As a result of these initial actions, among others, and the impact
of the Chapter 11 filing, IBC reported a cash balance of
$95.4 million as of March 5, 2005, in the latest monthly
consolidated operating report it filed with the bankruptcy court.

The Company is now into the second stage of its restructuring
process, which involves an exhaustive review of each of the
Company's ten PCs on an individual basis.

"We regret the difficulties for employees directly impacted by the
consolidation in Florida," Mr. Alvarez said.  "However, we believe
it is critical that we eliminate unprofitable products and routes,
streamline distribution, rationalize the number of brands and
stock-keeping units and eliminate excess capacity, which will
result in lower revenues in the Florida PC.  In the long run, we
are doing what we must to revitalize the company, preserve jobs
and maximize the value of the enterprise for all our
constituencies."

"We've approached the PC review process in great detail,
identifying the critical issues in our most challenging regions
first.  Much work remains to be done and the implementation of the
PC restructurings present significant challenges and are not
without execution risk," Mr. Alvarez said.  In the next stage of
the restructuring process, IBC plans to finalize its go-forward
business plan, including the completion of a comprehensive
marketing strategy.  "Only after that is accomplished," Mr.
Alvarez said, "will the Company begin to develop a plan of
reorganization that will permit it to emerge from bankruptcy
protection."

The Company's preliminary estimate of charges to be incurred in
connection with the Florida PC consolidation is approximately
$10 million, including approximately $2 million of severance
charges, approximately $5 million of asset impairment charges, and
approximately $2 million in other charges.  IBC further estimates
that approximately $5 million of such costs will result in future
cash expenditures.  In addition, the Company intends to spend
approximately $1 million in capital expenditures and an additional
approximately $1 million in other accrued expenses to effect the
consolidation.

IBC currently contributes to over 40 multi-employer pension plans
as required under various collective bargaining agreements.  Many
of these plans are underfunded in that their liabilities exceed
their assets.  The portion of a plan's underfunding allocable to
an employer deemed to be totally or partially withdrawing from the
plan as the result of downsizing, job transfers or otherwise is
referred to as "withdrawal liability."  To give an example of the
size of the underfunding in IBC's pension plans, if IBC is deemed
to have completely withdrawn from the two multi-employer pension
plans with the largest underfunding, Bakery & Confectionary Union
& Industry International Pension Fund and Central States,
Southeast and Southwest Areas Pension Plan, the total withdrawal
liability (which would be an unsecured claim in the bankruptcy
case) is alleged by such plans to be approximately $530 million,
in the aggregate.  IBC does not believe a total withdrawal has
occurred, and based on the facts presently known, does not believe
that a total withdrawal will occur in the future.

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

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


IRVING TANNING: Committee Taps Pachulski Stang as Counsel
---------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Maine gave the
Official Committee of Unsecured Creditors of Irving Tanning
Company permission to employ Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., as its counsel.

Pachulski Stang will:

   a) assist, advise and represent the Committee in its
      consultations with the Debtor regarding the administration
      of its bankruptcy case;

   b) assist, advise and represent the Committee in analyzing the
      Debtor's assets and liabilities, investigate the extent and
      validity of liens and participate and review any proposed
      asset sales, any asset dispositions, financing arrangements
      and cash collateral stipulations or proceedings;

   c) assist, advise and represent the Committee in any manner
      relevant to reviewing and determining the Debtor's rights
      and obligations of its leases and other executory contracts;

   d) assist, advise and represent the Committee in connection
      with any review of management, compensation issues, analysis
      of retention or severance benefits, or other management
      related issues;

   e) assist, advise and represent the Committee in investigating
      the acts, conduct, assets, liabilities and financial
      condition of the Debtor, the operation of the Debtor's
      business and the desirability of continuing any portion of
      the business;

   f) assist, advise and represent the Committee in its
      participation in the negotiation, formulation and drafting
      of a plan of liquidation or reorganization;

   g) assist, advise and represent the Committee in the
      performance of its duties and powers under the Bankruptcy
      Code, and in the evaluation of claims and on any litigation
      matters; and                              
                  
   h) perform all other legal services to the Committee that are
      necessary in the Debtor's chapter 11 case.

Robert J. Feinstein, Esq., a Member at Pachulski Stang, is the
lead attorney for the Committee.  Mr. Feinstein charges $625 per
hour for his services.

Mr. Feinstein reports Pachulski Stang's professionals bill:

    Professional         Designation    Hourly Rate
    ------------         -----------    -----------
    Beth E. Levine       Counsel           $445
    Ilan D. Scharf       Associate         $235
    Denise A. Harris     Paralegal         $175

    Designation          Hourly Rate
    -----------          -----------
    Shareholders         $375 - $675
    Counsel              $325 - $445
    Associates           $235 - $365
    Paralegals           $55  - $175

Pachulski Stang assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtor or its
estate.

Headquartered in Hartland, Maine, Irving Tanning Company, --
http://www.irvingtanning.com/-- is a leading supplier of leather  
to global footwear, handbag and personal leather goods industries.
The Company filed for chapter 11 protection on March 17, 2005
(Bankr. D. Maine Case No. 05-10423).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $22 million and
total debts of $15 million.


J.P. MORGAN: Moody's Confirms Ba1 Rating on $11.57M Class L Certs.
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of eight classes of J.P. Morgan Chase
Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2003-FL2 as follows:

   -- Class A, $112,144,944, Floating, affirmed at Aaa
   -- Class X-1A, Notional, affirmed at Aaa
   -- Class B, $16,000,000, Floating, affirmed at Aaa
   -- Class C, $14,500,000, Floating, affirmed at Aa1
   -- Class D, $12,300,000, Floating, upgraded to Aa2 from Aa3
   -- Class E, $10,300,000, Floating, upgraded to Aa3 from A1
   -- Class F, $9,800,000, Floating, upgraded to A1 from A2
   -- Class G, $10,300,000, Floating, upgraded to A2 from A3
   -- Class H, $9,300,000, Floating, affirmed at Baa1
   -- Class J, $10,300,000, Floating, affirmed at Baa2
   -- Class K, $8,700,000, Floating, affirmed at Baa3
   -- Class L, $11,569,459, Floating, affirmed at Ba1

The Certificates are collateralized by three loans, consisting of
one whole mortgage loan and two senior participation interests,
which range in size from 9.3% to 33.8% based on current principal
balances.  As of the April 15, 2005 distribution date, the
transaction's aggregate certificate balance has decreased by
approximately 36.4% to $325.2 million from $511.7 million at
securitization.  The trust consists of two segregated loan groups.
Moody's does not rate Loan Group II, which consists of one
floating rate mezzanine loan secured by interests in 277 Park
Avenue.

Since Moody's last full review on March 3, 2005 one loan paid off
-- Dolce Portfolio Loan ($48.3 million).  Moody's current weighted
average loan to value ratio is 66.3%, compared to 66.1% at last
review and 64.9% at securitization.  Moody's is upgrading Classes
D, E, F and G due to increased credit support and stable pool
performance.

The largest loan is the FelCor Portfolio Loan ($110.0 million --
33.8%).  The loan is secured by first priority mortgages on ten
hotels located in eight states.  The properties contain 2,455
rooms as follows:

   * Charleston Mills Holiday Inn, Charleston, South Carolina (214
     rooms),

   * Lexington Hilton Suites, Lexington, Kentucky (174 rooms),

   * San Antonio Airport Holiday Inn Select, San Antonio, Texas
     (397 rooms),

   * DFW Embassy Suites, Irving, Texas (305 rooms),

   * Jacksonville Embassy Suites (277 rooms),

   * Raleigh/Durham Doubletree Guest Suites, Durham, North
     Carolina (203 rooms),

   * Rocky Point Doubletree Guest Suites, Tampa, Florida (203
     rooms),

   * Bloomington Embassy Suites, Bloomington, Minnesota (219
     rooms),

   * Tulsa Embassy Suites, Tulsa, Oklahoma (240 rooms), and

   * Old Mill Crowne Plaza, Omaha, Nebraska (223 rooms).

The loan sponsor is FelCor Lodging LP.  At securitization Moody's
recognized average occupancy and an ADR of 68.2% and $98.62
respectively, resulting in RevPAR of $67.22.  For the trailing
12-month period ended September 2004, the portfolio had average
occupancy and ADR of 68.6% and $100.58 respectively, resulting in
RevPAR of $69.04.  Moody's LTV is 69.4%, compared to 71.6% at
securitization.  There is additional debt in the form of senior
and junior mezzanine loans with a combined balance of
approximately $35.0 million.  The loan is shadow rated Baa3, the
same as at securitization.

The second largest exposure is the Hometown Portfolio Loan
($85.0 million - 26.1%).  The loan is secured by first priority
mortgages on 21 separate manufactured housing communities located
in six states.  The largest state concentration is Michigan with
3,086 sites, which represents 48.8% of the total portfolio of
6,084 sites.  The second and third largest concentrations are in
Indiana and Idaho with 14.8% and 11.8% respectively.  The loan
sponsor is Hometown America, LLC.  Average portfolio occupancy as
of September 2004 was 81.4%, compared to 84.2% at securitization.   
Moody's LTV is 63.0%, compared to 61.5% at securitization.  The
property is further encumbered by $35.0 million of subordinate
debt in the form of a junior portion of the first mortgage.  The
loan is shadow rated Baa2, the same as at securitization.

The third largest loan exposure is the Phoenix Spectrum Mall Loan
($30.2 million - 9.3%).  The loan is secured by a first priority
mortgage on fee and leasehold interests in a one-story regional
shopping mall and entertainment center containing approximately
1,080,526 square feet of rentable area located in Phoenix,
Arizona.  The mall is anchored by Wal-Mart (Moody's senior
unsecured rating Aa2) and Costco (Moody's senior unsecured rating
A2).  The mall has a third vacant anchor which had previously been
ground leased to Dillard's Clearance Center.  During the first
quarter of 2004 the property was acquired by a partnership between
Developers Diversified Realty and Coventry Real Estate Advisors.   
The purchase price was approximately $46.5 million.  The new
owners plan to redevelop the mall and modify the current layout.   
Since acquisition, the new borrower terminated the Dillard's
ground lease and is currently in lease negotiations with two
prospective anchor tenants.  Additionally, the borrower has
entered into a new 15-year lease with one of the property's two
existing movie exhibitors at a significantly higher rental rate.   
The tenant will construct its own building to house a 14-screen
theater for which it received a tenant improvement allowance of
approximately $6.9 million ($110 PSF) from the borrower.  Other
significant tenants include Ross Dress for Less, PetsMart, and
Walgreens. As of September 30, 2004 the property was 85.2% leased,
compared to 91.4% at securitization.  Moody's LTV is 64.9%,
compared to 61.8% at securitization.  The loan is shadow rated
Baa3, the same as at securitization.


JESSUP CELLARS: Files Plan of Reorganization in Northern Ca.
------------------------------------------------------------
Jessup Cellars, Inc., delivered its Plan of Reorganization to the
U.S. Bankruptcy Court for the Northern District of California on
April 13, 2005.

                         Terms of the Plan
             Treatment of Impaired Classes of Claims

Jessup will pay Los Amigos LLC in full in three equal
installments:

   * 1/3 of its allowed secured claim on the effective date of the
     plan;

   * 1/3 of the Secured Claim on the 30th day after the Effective
     Date; and

   * 1/3 of the Secured Claim on the 60th day after the Effective
     Date.

Visionary Investments will be paid its allowed secured claim
together with 7% interest on a declining balance over 10 years,
starting on the 30th day after the Effective Date and will
continue every month after that.

Unsecured Creditors will share pro tanto [sic.] in the proceeds
the Debtor will receive from shareholders participating in the
stock repurchase after payment of Los Amigos' Secured Claim and
administrative claims.  The estimated dividend is 6% to 10% and
will be paid 60 days after the Effective Date.

Holders of equity interest will receive nothing.

               Equity Holders will Fund the Plan

On the Effective Date of the Plan, Equity Holders will fund the
Plan by repurchasing their Equity Interests.  The Debtor will
issue 10,000 common shares that will be offered first to Equity
Holders in proportion to their Equity Interest at $2.25 per share.  
If the Equity Holders do not exercise the option to acquire the
remaining shares, the shares will be offered to the unsecured
creditors at the asking price of $2.25 per share.

Headquartered in Napa, California, Jessup Cellars, Inc. --
http://www.jessupcellars.com/-- is a wine maker using Napa valley  
and Sonoma valley grapes.  The Company filed for chapter 11
protection on Dec. 13, 2004 (Bankr. N.D. Cal. Case No. 04-12890)
Michael C. Fallon, Esq., in Santa Rosa, Calif., represent the
Debtor in its restructuring efforts.  The Debtor reported assets
and debts amounting to around $1 million to $10 million when it
filed for bankruptcy.


KMART CORP: Balks at Schuldiner's $90 Mil. Personal Injury Claim
----------------------------------------------------------------
Stan Schuldiner asserts claims against Kmart Corporation arising
from five prepetition personal injury lawsuits commenced in:

   (a) the United States District Court for the Eastern District
       of Pennsylvania -- the Federal Action; and

   (b) the Pennsylvania Court of Common Pleas -- the State
       Actions.

In November 2004, Mr. Schuldiner sought a declaratory judgment
that his claims were not discharged under Kmart's confirmed
Chapter 11 Plan.  On December 16, 2004, the U.S. Bankruptcy Court
for the Northern District of Illinois entered an order setting
February 16, 2005, as the deadline for Mr. Schuldiner to file a
claim.

On February 17, 2005, Mr. Schuldiner filed Claim No. 57812, a
90,000,000 unsecured, priority claim asserting personal injury and
breach of contract damage claims.

In the five prepetition personal injury lawsuits, Mr. Schuldiner
alleges that he was beaten and sexually assaulted by a Kmart
security guard in a public area of a Kmart store in Philadelphia,
Pennsylvania, before being taken to the police.  Mr. Schuldiner is
also pursuing a claim for breach of contract arising from Kmart's
alleged refusal to allow him to return a video game.

Andrew N. Goldman, Esq., at Wilmer Cutler Pickering Hale and Dorr
LLP, in New York, tells the Bankruptcy Court that the Federal
Action is still pending in Philadelphia though the State Actions
were disposed of when Kmart was awarded summary judgment in August
1999.  The claims asserted in the Federal Action are the same
claims asserted in the State Actions.

Section 507 of the Bankruptcy Code sets forth nine categories of
claims that are entitled to priority in the bankruptcy cases:

   * Administrative claims;
   * Gap period claims;
   * Wages, salaries and commissions;
   * Employee benefit plan contributions;
   * Grain producers and United States fisherman;
   * Lay-away deposits of consumers;
   * Alimony, maintenance and support;
   * Taxes and customs duties; and
   * Commitments to regulatory agencies.

Because claims for prepetition personal injury and breach of
contract do not fall into any of the categories stated in Section
507 of the Bankruptcy Code, Kmart objects to Claim No. 57812 and
asks Judge Sonderby to reclassify the Claim as a non-priority
unsecured claim.

Kmart also objects to the allowability, priority, and quantum of
Claim No. 57812.  Kmart asks the Bankruptcy Court to modify the
discharge injunction to allow for the resolution of the Claim in
the Federal Action.

Having been awarded summary judgment in the State Actions, Kmart
believes Claim No. 57812 is meritless and should be disallowed and
expunged in its entirety.  However, because majority of the claims
brought by Mr. Schuldiner are personal injury, Kmart believes that
it is most appropriate for the federal district court presiding
over the Federal Action to resolve the matter of Kmart's alleged
liability.  Kmart believes that the outcome will likely be the
same as in the State Court.

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)


LAIDLAW INT'L: Greyhound Lines Gets 2-Year Loan Extension
---------------------------------------------------------
Although Greyhound Lines' most recent financial forecast
indicates they will remain in compliance with the financial
covenants under the Greyhound Facility, Laidlaw's Senior Vice-
President and Chief Financial Officer, Douglas A. Carty,
discloses that increases in fuel prices, softness in
discretionary travel or other unforeseen events or changes in
assumptions may occur and result in material differences between
Greyhound Lines' future results and the current financial
forecast.  Those differences could result in management
concluding in the future that Greyhound Lines may not be able to
remain in compliance with the financial covenants under the
Greyhound Facility.

Additionally, following the settlement of the matter brought
before Georgia state court seeking to enforce a default
garnishment judgment against Greyhound Lines, the lenders under
the Greyhound Facility have confirmed to Greyhound Lines that no
event of default exists under the Greyhound Facility.

Prior to the March 10, 2005, settlement of the garnishment suit,
the default judgment could have been deemed to be an event of
default, Mr. Carty says.

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

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 14, 2005,
Standard & Poor's Ratings Services affirmed its ratings on
Greyhound Lines Inc., including the 'CCC+' corporate credit
rating.  At the same time, the outlook is revised to positive from
developing.

"The outlook change reflects Greyhound's successful resolution of
the default judgment pending against it and the potential for a
higher rating if the company's restructuring actions are
successful in improving operating performance and credit
protection measures," said Standard & Poor's credit analyst Lisa
Jenkins.  Ratings are currently constrained by competitive market
conditions and the company's high debt leverage.  Greyhound is
owned by Laidlaw International Inc. (BB/Watch Pos/--).  Laidlaw
does not guarantee Greyhound's debt and its financial support of
Greyhound is currently limited to just $15 million.


LUCID ENTERTAINMENT: Delays Filing of Annual & 1st Quarter Reports
------------------------------------------------------------------
Lucid Entertainment Inc. will delay the filing of its annual
audited financial statements for the year ended Dec. 31, 2004, and
its interim financial statements for the first quarter ended
March 31, 2005, past their respective due dates of April 30, 2005,
and May 30, 2005.

The delay arises as a result of Lucid's recent business and
operational challenges imposed by certain developments, which have
all been previously disclosed, including:

     (i) the resignation of Lucid's Chairman and Chief Executive
         Officer

    (ii) the ceasing of the operations of Lucid's subsidiary in
         Manchester, England due to a failure to transfer the
         liquor serving license required for its operations and
         its defaults with lenders, creditors and loan guarantors,

   (iii) the resignation of a director of Lucid due to conflicts
         arising from the financial difficulties of Lucid's
         subsidiary operating in Manchester, England,

    (iv) Lucid's and some of its other subsidiaries' default under
         other material contracts and

     (v) the resignation of Lucid's chief accountant.

As a result of these developments Lucid has been forced to manage
some significant changes to its business and operations which
among other things are limiting its ability to produce the
information necessary in order to complete its annual audited
financial statements and to fund the services of its accountants
in the UK.  This information is necessary for the preparation of
Lucid's audited annual financial statements.

Lucid anticipates that both its annual and interim financial
statements will be filed no later than June 30, 2005.  Until both
its annual and interim financial statements are filed, Lucid
intends to satisfy the requirements of the "alternate information
guidelines" described in Ontario Securities Commission Policy 57-
603, including issuing by-weekly default status reports.

Pursuant to this Policy, if Lucid's annual and interim financial
statements are not filed by June 30, 2005, one or all of the
Ontario Securities Commission, the British Columbia Securities
Commission or the Alberta Securities Commission may impose an
issuer cease trade order against Lucid.  Given the delay in filing
that is anticipated by Lucid, Lucid does not believe that it will
be affected by this aspect of the Policy and has made an
application to the Ontario Securities Commission, the British
Columbia Securities Commission and the Alberta Securities
Commission in order to obtain a management cease trade order
covering certain insiders of Lucid.  However, even if Lucid
receives an approval for a management cease trade order, an issuer
cease trade order may be imposed sooner by any of the securities
commissions if Lucid fails to satisfy the requirements of the
"alternate information guidelines" described above.

Lucid Entertainment Inc. operates and develops branded
entertainment and hospitality venues worldwide.


MAYTAG CORP: Fitch Downgrades $979 Senior Unsecured Notes to BB
---------------------------------------------------------------
Fitch Ratings has downgraded the senior unsecured rating on Maytag
Corporation to 'BB' from 'BB+' and has withdrawn the commercial
paper rating.  The Rating Outlook is Negative.  On Jan. 1, 2005,
Maytag had approximately $979 million of senior unsecured debt and
no commercial paper outstanding.

The downgrade primarily reflects the expectation that MYG will
establish a new credit agreement securing its receivables and
inventories and thus subordinating its bondholders, much weaker
operating performance than anticipated in the first quarter of
2005 combined with full-year projections that have been
dramatically reduced, price increases that have fallen short of
desired results, and continuing high fuel and energy related raw
material costs.  The Negative Outlook relates to the uncertainty
regarding the need to do more in terms of cost controls, what
steps management will take to improve manufacturing efficiencies,
particularly at its Newton and North Canton facilities, labor
disruptions that could result from renewed union negotiations, and
the financial impact that will result from restructuring costs and
potential write-offs.

While MYG has already taken significant restructuring steps,
continues to increase its global sourcing of finished goods and
components, and expects to achieve its 'One Company' annual cost
reduction goal of $150 million in 2005, results for this year will
not show meaningful improvement.  Regarding potential operational
restructuring plans and their impact on reported results, the
company is seeking a new credit agreement to provide substantially
more covenant flexibility and funding stability.  MYG is reviewing
financing commitments from banks that will be secured by accounts
receivable and inventories and expects to replace its existing
facility during the second quarter of 2005.  The company also
expects to have refinancing plans in place during 2005 to meet
$412 million of debt maturities in 2006.

Compared with the prior year, first quarter results were weak,
continuing the poor performance seen throughout 2004.  A review of
quarterly performance from the first quarter of 2004 shows
constantly declining gross margins, weakening interest coverage,
and rising leverage as measured by debt/EBITDA.  Gross margins
have decreased to 12.4% for the quarter ended April 2, 2005, from
17.9% in the first quarter of 2004.  EBITDA/interest was 4.7 times
for the 12 months ended April 2, 2005, down from 7.3x, while
leverage rose to 3.5x from 2.4x over the same period.  Moreover,
the deterioration in MYG's credit profile has occurred during
relatively strong industry conditions regarding new homes and
remodeling/repair spending.

Key for the remainder of 2005 will be MYG's ability to reduce
costs and grow revenues.  Fitch will be monitoring actions taken
to deal with its high cost manufacturing facilities, as well as
financing steps.  MYG appears to have adequate liquidity in the
short-term with strong indications from its bank group for a
secured facility, which can be used to meet large maturities in
2006, if other financing is not put in place.

Maytag faces significant competition from its traditional domestic
and European competitors and will face rising competition from
Asian competitors in its major segments of floor care and major
appliances.  The loss of major retailer Best Buy and Home Depot's
decision to give more space to LG Electronics raises concerns.


MCI INC: Moody's to Look at Net Debt & Synergies in Qwest Merger
----------------------------------------------------------------
Moody's Investors Service believes MCI Inc.'s declaration that the
latest bid by Qwest Communications International is "superior"
increases the possibility that Qwest rather than Verizon
Communications Inc. will be the ultimate purchaser of MCI. If this
were to occur, Moody's would assess the B2 Senior Implied ratings
of both Qwest and MCI.  Among other factors, the assessment would
focus on the likely increase in net debt of the combined companies
relative to Moody's view of the potential value of synergies to be
obtained from the merger.

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Qwest Communications International Inc. transmitted a letter to
the Board of Directors of MCI, Inc., regarding its new and revised
offer for MCI for up to $30 a share.  

                     Previous Qwest Proposal

Qwest's previous proposal contained $13.50 in cash (excluding
MCI's March 15 dividend payment of $0.40 per share) and 3.373
Qwest shares (subject to adjustment under a collar which fixes the
value of the Qwest shares at $14.00 provided Qwest's share price
is between $3.32 and $4.15) per MCI share.

                    MCI/Verizon Merger Agreement

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

Verizon says its unfazed by Qwest's revised offer.

                    Moody's Previous Actions

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.  

                  Moody's Proposes Priorities

Moody's present B2 senior implied ratings on Qwest and MCI
generally reflect operating struggles both companies face due to
the intensely competitive nature of the telecommunications
industry.  Therefore, Moody's believes that free cash flow
generation and debt reduction would need to remain priorities of
the combined companies to reduce the risk of future credit
deterioration.  Moody's presently believes this will be
challenging, since meaningful free cash flow will result only if a
combined Qwest and MCI can successfully eliminate redundant
network costs while also stabilizing top line revenue declines in
both companies' core businesses.  Revenue declines in the
telecommunications sector remain a key ratings factor in Moody's
analyses.

                     Financial Difficulties

Qwest has been suffering local access line losses at nearly four
per cent per year for the past several years while MCI has been
suffering double-digit revenue losses in its commercial and
residential long distance businesses.  While competition and
regulation have been key contributors to this performance
deterioration, both companies have also had to overcome serious
accounting probes, financial restatements, and balance sheet
overhauls.  As a result, Moody's is concerned that both Qwest and
MCI may not be adequately prepared for the serious competitive
challenges that wireless substitution and cable telephony services
pose.  A combined Qwest and MCI would have to resell wireless
service through an agreement with Sprint and Qwest has yet to
articulate a facilities-based video solution as have, for example,
Verizon and SBC.

                            Synergies

Moody's recognizes that, combined, Qwest and MCI could help each
other save costs, particularly network operating costs and
investment.  Qwest has a technologically sound if underutilized
long haul network, while MCI has a leading market share with
enterprise and government customers.  Therefore, Moody's believes
that the opportunity for synergies may be significant.  Whether or
not it equals Qwest's announced $14.8 billion net present value
estimate would be the focus of intensive consideration; this
equates to $2.8 billion annually, though Qwest acknowledges some
upfront investment will be required to unlock these savings.   
Moody's assessment of the rating impact on Qwest and MCI of a
merger will be heavily impacted by our view of the magnitude and
likelihood of achieving any synergies.

                           Review Focus

Moody's will also focus on the impact on Qwest's capital structure
of a merger with MCI.  Qwest presently has $17.3 billion in gross
debt at five legal entities and MCI will be a sixth.  As a result
there is wide dispersion of ratings around Qwest's B2 senior
implied rating and some of the greatest rating impact of a merger
with MCI could be on the ratings of the debt at Qwest's various
legal entities.

Moody's believes that the pro forma balance sheet of a Qwest and
MCI combination as currently contemplated will be liquid, but that
the combination of cash dividends to MCI shareholders and Qwest's
ability to match any shortfall in its share price with cash means
pro forma net debt levels could be meaningfully higher.  As a
result, Moody's analysis will focus heavily on the achievability
and magnitude of synergies.

The ratings for Verizon are on review for downgrade while the
ratings for MCI are on review for upgrade as a result of these two
companies' agreement to merge.

                  About Qwest Communications

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

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

                         About MCI Inc.

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.  

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.


MEDPOINTE INC: Moody's Slices Rating on Sr. Sec. Facility to B2
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of MedPointe Inc.
(senior secured credit facility to B2 from B1), concluding a
rating review for possible downgrade initiated on March 18, 2005.
Following this rating action, the rating outlook is stable.

The downgrade reflects the recent termination of MedPointe's
distribution agreement with AstraZeneca for Zomig (a treatment for
migraines), which raises Moody's concerns about the following:

   (1) greater uncertainty about MedPointe's business strategy,
       which may increasingly rely on new comarketing arrangements
       or product acquisitions;

   (2) a delay in meaningful improvement in MedPointe's somewhat
       weak cash flow performance; and

   (3) increased concentration risk in Astelin, a nasal spray
       antihistamine for allergies.

On February 18, 2005, AstraZeneca terminated its Zomig
distribution agreement with MedPointe.  During the preceding
months, Zomig faced highly competitive marketing and promotional
activity particularly from Pfizer, which markets Relpax.  Although
MedPointe had not yet begun to generate cash flows from the Zomig
agreement, Moody's believes that the termination of the
arrangement highlights the risks involved in product acquisitions
or co-promotion strategies employed by MedPointe and other smaller
specialty pharmaceutical companies.

These vulnerabilities include the uncertain ability of smaller
pharmaceutical companies to compete head-on with larger
competitors that have large marketing budgets, as well as the
challenges associated with finding viable product acquisition
targets.  Moody's believes that both large and small
pharmaceutical companies are actively seeking new growth drivers
and that the market is very competitive.  In addition, product
collaboration agreements can include substantial upfront payments,
or minimum levels of promotional spending.  This may also require
incremental marketing and infrastructure investments in order to
scale up the sales effort.

On a reported basis, MedPointe's cash flow from operating
activities has been negative, as has its free cash flow after
capital expenditures.  Moody's attempts to adjust MedPointe's cash
flow from operations to reflect a number of items which may be
unusual or non-recurring, including those related to Zomig, as
well as payments to former Carter Wallace shareholders, retiree
medical liabilities, and operating leases that have now been
terminated.  Some near-term volatility may occur in MedPointe's
cash flow because of changes in the wholesaler distribution model
industry-wide, leading wholesalers to generally reduce the amount
of inventory held.  Even after these adjustments, however, Moody's
believes that MedPointe's underlying cash flow from operations is
below $20 million annually, and its free cash flow below
$10 million.

Moody's expects only modest improvements in these levels over the
next several years, driven by sales of Astelin and Optivar.  More
meaningful improvement could occur in 2007 or later, depending on
several products in MedPointe's pipeline, including new
formulations of several existing products.

Following the Zomig agreement termination, Moody's notes that
MedPointe will have increased concentration risk in Astelin, now
likely to represent over one-half of MedPointe's 2005 revenue.   
Moody's near-term outlook for Astelin is favorable, because year-
over-year scripts trends have been positive for the past 3 years.  
However, the prescription antihistamine market as a whole has been
contracting owing largely to the availability of OTC Claritin,
creating an uncertain market environment for Astelin and other
products.  Moody's notes that at the time of the initial
assignment of the B1 rating in August 2001, the allergy market as
a whole had more favorable growth dynamics.

Key mitigating factors include recent restructuring initiatives,
resolution of liabilities related to Carter-Wallace liabilities,
and a good liquidity position.  Moody's believes that MedPointe
has sufficient liquidity from its cash balances and a $25 million
undrawn revolver maturing in 2007.  The company recently agreed to
reduced bank debt by $15 million, and there are no principal
maturities until 2008.  Additionally, MedPointe should have ample
cushion under its recently amended financial covenants.

Following this rating action, the rating outlook is stable.
Moody's expects that the largest driver of future changes in
MedPointe's credit profile will be its product collaboration and
acquisition activity.  Within the current rating category, Moody's
believes the company has the flexibility to perform modest cash
financed acquisitions -- for instance in the range of $50 million
to $100 million -- depending on the cash flow benefits expected to
be derived.

Although not expected by Moody's at this time, the ratings could
face downward pressure if MedPointe performs acquisitions outside
this range, without clear cash flow benefit, or if the script
trends for Astelin began to contract.

Eventually, Moody's believes the ratings could face upward
pressure if MedPointe improves the diversity of its revenue and
generates more meaningful levels of cash flow.  To consider an
upgrade, Moody's would expect cash flow from operations and free
cash flows to debt metrics to exceed 15% and 10%, respectively,
and greater revenue diversity.

Ratings downgraded:

   * MedPointe Inc.

     -- Senior implied to B2 from B1

     -- Senior secured bank credit facilities to B2 from B1
        (comprised of a $25 million revolving credit facility
        maturing in 2007, a $22 million Term Loan A maturing in
        2007, and a $131 million Term Loan B maturing in 2008)

     -- Senior unsecured issuer rating to B3 from B2

Based in Somerset, New Jersey, MedPointe Inc. manufactures and
markets branded, specialty pharmaceuticals.  MedPointe is a
private company and is majority-owned by a group of equity
sponsors led by the Carlyle Group and by the Cypress Group.


MERIDIAN AUTOMOTIVE: Wants to Pay Up to $16MM to Critical Vendors
-----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
Judge Walrath for authority to spend up to $16,000,000, without
further conversations with or oversight by the Bankruptcy Court,
to pay (in full or in part) prepetition amounts owed to
unidentified critical vendors and suppliers the Company
determines, in its sole discretion, are essential to the Debtors'
business operations.  

Meridian says this $16 million figure represents about 14.7% of
the Company's total prepetition trade debt.   

Meridian believes that payment of these Critical Vendor Claims is
vital to the Company's reorganization efforts because:

     (1) the Critical Vendors are often the only source from
         which the Debtors can procure certain goods or services,

     (2) failure to pay the Critical Vendor Claims would, in the
         Debtors' business judgment, result in the Critical
         Vendors refusing to provide goods or services to the
         Debtors post-petition,

     (3) the Critical Vendors provide goods and services to the
         Debtors on advantageous terms, and

     (4) in certain instances, the Critical Vendors would
         themselves be irreparably damaged by the Debtors'
         failure to pay their prepetition claims, resulting in
         the Debtors being forced to obtain goods and services
         elsewhere that would either be at a higher price or not
         of the quality required by the Debtors.

Meridian believes that failure to pay the Critical Vendor Claims
would likely result in:

     (A) the Debtors' inability to obtain necessary materials for
         their manufacturing operations,

     (B) temporary shutdowns of the manufacturing facilities
         operated by the Debtors' OEM customers, and

     (C) severe negative effects on the Debtors' OEM customers,
         which include most of the North American automotive
         industry.  

Meridian says this parade of horribles is due to the highly
integrated nature of the OEM supply chain, the Debtors' central
and key role in the supply chain, and the OEM customers'
stringent quality requirements that limit the availability of
alternative suppliers.  As a result, the Critical Vendors'
refusal to provide goods and services to the Debtors post-
petition could have a ripple effect throughout the automotive
industry, potentially resulting in shutdowns of the manufacturing
facilities operated by the Debtors and their customers.

James F. Conlan, Esq., at Sidley Austin Brown & Wood LLP,
representing Meridian, assures the Court that the Debtors and
their advisors have critically examined whether the payment of
Critical Vendor Claims is necessary and will ensure that the
Debtors have access to adequate amounts of trade credit on a
post-petition basis.  

The Debtors intend to condition the payment of any Critical
Vendor Claim on each Critical Vendor's agreement to continue
supplying goods and services to the Debtors on terms that are
consistent with the historical trade terms between the parties
within the past 120 days or on the best terms they can negotiate.  
The Debtors expect that all recipients of Critical Vendor
Payments will waive any reclamation claims.  Recipients of
Critical Vendor Payments must also agree to return the payment if
they subsequently refuse to supply goods to the Debtors on
Customary Trade Terms.  

The Debtors reserve the right to come back to Court to ask that
the Critical Vendor Cap be increased at a later date if
necessary.  

The Debtors say that the continued availability of trade credit
in amounts and on terms consistent with those the Company enjoyed
prepetition is critical because it will preserve working capital
while maintaining optimal production levels.  The retention or
reinstatement of Customary Trade Terms will enable the Debtors to
maximize the value of their businesses.  Conversely, a
deterioration in post-petition trade credit and a disruption or
cancellation of deliveries of goods -- many of which are not
readily replaceable -- would cripple the Debtors' business
operations, increase the amount of funding needed by the Debtors
post-petition (which might not be readily available), and
ultimately impede the Debtors' ability to service their
customers, thereby placing their customer base, as well as their
successful reorganization, at risk.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- 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., Paul S. Caruso, Esq., and 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.


METROPCS INC: Launching $150 Million Senior Note Tender Offer
-------------------------------------------------------------
MetroPCS, Inc., commenced a cash tender offer to purchase any and
all of its $150,000,000 aggregate principal amount 10-3/4% Senior
Notes due 2011.  In connection with the Tender Offer, MetroPCS is
soliciting consents to proposed amendments that would eliminate
certain restrictive covenants and default provisions contained in
the indenture governing the Notes, and to the waiver of any and
all defaults and events of default that may exist under the
Indenture as of the date consents are accepted.

The Consent Solicitation will expire at 5:00 p.m., New York City
time, on Tuesday, May 10, 2005, unless extended or earlier
terminated by MetroPCS.  The Tender Offer will expire at 5:00
p.m., New York City time, on Tuesday, May 24, 2005, unless
extended or earlier terminated by MetroPCS.  Holders who tender
their Notes pursuant to the Tender Offer must consent to the
proposed amendments and the waiver, and holders may not deliver
consents without tendering their Notes.

The Tender Offer and the Consent Solicitation are being made
pursuant to the terms and subject to the conditions set forth in
MetroPCS' Offer to Purchase and Consent Solicitation Statement and
the Letter of Transmittal and Consent, both dated April 26, 2005.
The Consent Solicitation requires the consent of the holders of at
least a majority in aggregate principal amount of the outstanding
Notes. One of the several conditions of the Tender Offer and the
Consent Solicitation is MetroPCS' ability to obtain financing
necessary to complete the Tender Offer and the Consent
Solicitation and certain related transactions.  MetroPCS, Inc.,
through its wholly owned subsidiary MetroPCS Wireless, Inc.,
intends to enter into a new senior secured credit facility for up
to an aggregate amount of $950 million to finance the Tender Offer
and the Consent Solicitation.  MetroPCS has engaged Bear, Stearns
& Co. Inc. as Sole Lead Arranger and Book-runner, to arrange the
Facility.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not revoked on or prior to the Consent Date
will be an amount in cash equal to the price, calculated in
accordance with standard market practice, based on the assumptions
that the Notes will be redeemed at $1,053.75 per $1,000 principal
amount of Notes on October 1, 2007 (the first optional redemption
date with respect to the Notes) and that the yield to the earliest
redemption date is equal to the sum of:

   (A) the yield to maturity on the 2.75% U.S. Treasury Note due
       August 15, 2007, as calculated by Bear, Stearns & Co. Inc.,
       based on the bid side price of such security as of 11:00
       a.m., New York City time, on the tenth business day prior
       to the scheduled expiration date of the Tender Offer, plus

   (B) a fixed spread of 0.50% (50 basis points).

Holders who validly tender (and do not validly withdraw) their
Notes will also be paid accrued and unpaid interest up to, but not
including, the date of payment for the Notes.

If the Tender Offer and the Consent Solicitation are consummated,
a consent payment of $30.00 per $1,000 principal amount of Notes,
which is included in the total consideration, will be paid on the
date the Notes are accepted for purchase and purchased from the
holders who tender their Notes and provide their consents to the
proposed indenture amendments at or prior to 5:00 p.m., New York
City time, on the Consent Date.  Notes tendered and consents
delivered at or prior to 5:00 p.m., New York City time, on the
Consent Date, may not be withdrawn or revoked after that time.  
Holders who tender their Notes after such date will not be
eligible to receive the consent payment.  Instead, holders who
validly tender (and do not validly withdraw) their Notes after the
Consent Date and on or prior to the Expiration Date will receive
the purchase price for the Notes but not the consent payment.  The
purchase price for the Notes is equal to the total consideration
minus the consent payment.

Assuming the satisfaction or waiver of the conditions to
consummation of the Tender Offer and the Consent Solicitation,
payment of the total consideration for Notes validly tendered on
or prior to the Consent Date is expected to be made promptly after
MetroPCS obtains the financing necessary to complete the Tender
Offer and the Consent Solicitation, but no later than promptly
after the Expiration Date, if such Notes are accepted for
purchase.  Assuming the satisfaction or waiver of the conditions
to consummation of the Tender Offer and the Consent Solicitation,
payment of the purchase price for Notes validly tendered after the
Consent Date and on or prior to the Expiration Date is expected to
be made promptly after the Expiration Date if such Notes are
accepted for purchase.

MetroPCS has retained Bear, Stearns & Co. Inc. to act as Dealer
Manager for the Tender Offer and as Solicitation Agent for the
Consent Solicitation.  Questions about the Tender Offer or the
Consent Solicitation may be directed to the Global Liability
Management Group at Bear, Stearns & Co. Inc. at (877) 696-BEAR (US
toll-free) or (877) 696-2327.  Copies of MetroPCS' Offer to
Purchase and Consent Solicitation Statement and the Letter of
Transmittal and Consent are available from the Information Agent,
Mellon Investor Services LLC, by calling (877) 698-6870 (US toll-
free).

                     About MetroPCS, Inc.

Dallas-based MetroPCS, Inc. -- http://www.metropcs.com/-- is a  
wholly owned subsidiary of MetroPCS Communications, Inc., and a
provider of wireless communications services.  Through its
subsidiaries, MetroPCS, Inc., holds 21 PCS licenses in the greater
Miami, Tampa, Sarasota, San Francisco, Atlanta and Sacramento
metropolitan areas.  MetroPCS offers customers flat rate plans
with unlimited anytime local and long distance minutes with no
contract.  MetroPCS is among the first wireless operators to
deploy an all-digital network based on third generation
infrastructure and handsets.

                        *     *     *

As reported in the Troubled Company Reporter on March 4, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Dallas, Texas-based wireless
carrier MetroPCS, Inc., to 'CCC' from 'CCC+'.  The outlook is
negative.

"The downgrade reflects Standard & Poor's view that the company is
subject to heightened default risk in light of its failure to file
its financial statements with the SEC since the second quarter of
2004 due to an ongoing SEC investigation," said Standard & Poor's
credit analyst Catherine Cosentino.  The company has obtained
waivers from its creditors through March 8 to avoid a technical
default under the bond indenture.  In the meantime, it has
leveraged up with recent transactions, including the purchase of
wireless spectrum licenses from Cingular Wireless LLC in Detroit
and Dallas for $230 million and receipt of up to $240 million in
related financing for this acquisition, as well as receipt by
MetroPCS of up to $300 million in exchangeable senior secured
loans for FCC licenses obtained in the recent spectrum auction by
MetroPCS' 85%-owned designated entity Royal Street Communications
LLC, in which MetroPCS has a non-controlling interest.


MGM MIRAGE: Mandalay Purchase Results in Downgrades from Fitch
--------------------------------------------------------------
Fitch Ratings has downgraded the long-term debt rating of MGM
MIRAGE and Mandalay Resort Group.  This resolves the Negative
Rating Watch status put in place on June 7, 2004.  The rating
action follows the completion of MGM MIRAGE's acquisition of
Mandalay Resort Group for total consideration of $4.9 billion in
cash plus the assumption of $2.8 billion in debt.  Approximately
$8.0 billion of debt securities are affected by this action.  The
Rating Outlook is Stable.

Fitch's ratings affected by this action are:

   MGM MIRAGE:

      -- New credit facility rated 'BB';
      -- Senior notes downgraded to 'BB' from 'BB+';
      -- Subordinated debt downgraded to 'B+' from 'BB-'.

   Mandalay Resort Group:

      -- Bank facility rating withdrawn;
      -- Senior unsecured notes downgraded to 'BB' from 'BB+';
      -- Subordinated debt downgraded to 'B+' from 'BB-'.

The one notch downgrade of all MGG and Mandalay debt ratings
reflects the substantial increase in leverage and heavy
discretionary spending plans that are expected to preclude MGG
from reestablishing credit protection measures more consistent
with the 'BB+' level category over the intermediate term.  The
acquisition will result in a material increase in debt to $13.2
billion initially from $5.5 billion at March 31, 2005, while pro
forma trailing leverage and interest coverage will deteriorate to
approximately 6.0 times and 3.0x versus 4.0x and 3.7x,
respectively, at March 31, 2005.  Pro forma for the pending sale
of Mandalay's Detroit MotorCity interest for $525 million, debt
will be reduced to $12.7 billion, while leverage should improve to
5.7x shortly after closing.  However, Fitch believes MGG's
announced growth projects will keep leverage outside the
appropriate range for the 'BB+' category (above 5.0x) through at
least 2006.

Ratings concerns also center on the company's significant
concentration in Las Vegas (pre- and postmerger) and continued
risk that cash flow will be directed towards investment
opportunities or share repurchases rather than further capital
structure strengthening.  Currently, there are numerous growth
projects in the pipeline (UK Gaming, Macau, and the Detroit
permanent facility) that have not yet been factored into the
capital spending budgets for 2005 and 2006.  Additional share
repurchases appear highly unlikely, but MGG has significant room
remaining under its current authorization, and was an aggressive
purchaser of shares in 2003 and 2004.  Ratings also consider
formidable near-term competitive supply additions to the Las Vegas
Strip, including Wynn Resort (April 2005) and Palazzo (March
2007), which could cannibalize MGG's high-end business and
potentially slow the deleveraging process.

Positive credit attributes include the company's strong brand
equity, high quality assets, leading margins, and significant
discretionary free cash flow.  MGG's current management team has a
strong track-record of integrating acquisitions and improving
operations.  The acquisition should solidify MGG's already leading
position on the Las Vegas Strip and provide diversification away
from the ultra high-end customer.  MGG should also benefit the
strategic and synergistic benefits of Mandalay's convention center
and strong free cash flow generation.  Overconcentration in Las
Vegas is somewhat offset by the highly stable, casino-friendly
regulatory environment of Las Vegas.  Fitch is also encouraged by
the earnings growth on the Las Vegas Strip and the optimistic
outlook for 2005 of higher room rates and strong convention
bookings.

MGG has committed financing in place to finance the acquisition of
Mandalay, including a $7.0 billion senior credit facility
(comprising a $5.5 billion revolver and a $1.5 billion term loan)
due in 2010, and cash of $395.7 million as of March 31, 2005.
Fitch estimates peak usage of the bank facility at $5.8 billion
(pre-Detroit asset sale) at closing.  Cash from operations
combined with revolver availability and cash-on-hand appear
adequate to support the company's growth initiatives and meet debt
maturities through at least 2006.  Financial flexibility would be
compromised if Mandalay noteholders choose to exercise their
Change of Control option.  Fitch considers redemption unlikely
given that all issues are currently trading well above 101
redemption price; however, ratings may be revisited in the event
that any or all of the bonds are put.

The structure of the Mandalay transaction will be similar to the
Mirage transaction executed in 1999.  Mandalay will merge into one
of MGG's wholly owned subsidiaries, and its existing bonds will
remain at this subsidiary level.  The ratings incorporate the
assumption that collateral securing MGG's existing senior debt
will be released shortly and that Mandalay will benefit from the
downstream guarantees and cross guarantees from MGG's restricted
subsidiary guarantors such that no structural subordination will
exist in the new capital structure.  Notably, redemption and
maturity of $700 million in collateralized senior notes (6.950%,
6.625%, and 6.875%) during the first quarter allows the secured
claims of MGM MIRAGE to be released at the company's option.


MGM MIRAGE: Mandalay Resort Acquisition Cues S&P to Cut Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on MGM
MIRAGE, including its corporate credit rating, to 'BB' from 'BB+,'
following the closing of the company's $7.9 billion debt-financed
acquisition of Mandalay Resort Group.  This action is in line with
expectations Standard & Poor's had previously communicated, in a
bulletin dated Oct. 7, 2004, that a 100% debt-financed deal would
result in a lowering of MGM's corporate credit rating by one
notch.

At the same time, the senior unsecured and subordinated debt
ratings on Mandalay Resort Group were lowered to 'BB' from 'BB+'
and 'B+' from 'BB-', respectively.  Mandalay is now a wholly owned
subsidiary of MGM, and its senior unsecured debt will benefit from
guarantees by most subsidiaries of MGM.

Concurrently, the corporate credit rating on Mandalay was
withdrawn.  All ratings were removed from CreditWatch where they
were placed on June 7, 2004.  Pro forma consolidated debt
outstanding, taking into account the proceeds from the sale of the
MotorCity casino, is approximately $12.7 billion.

"The downgrade on MGM reflects the increase in financial leverage
that has occurred as a result of the transaction, and our
assessment that future development projects may result in MGM's
debt leverage (as measured by total debt to EBITDA) remaining
above 5x, more consistent with the new ratings.  Still, we believe
that the acquisition improves the overall business position of MGM
by substantially expanding its presence in Las Vegas, the most
widely recognized gaming market in the world," said Standard &
Poor's credit analyst Michael Scerbo.

Additionally, despite MGM's strong business profile being
supportive of an investment-grade rating, management's active
growth strategy is likely to result in debt leverage being
maintained at a level that is more supportive of a high
speculative grade rating over time.  Raising the corporate credit
rating on MGM to 'BB+' would depend on the company demonstrating
the ability and willingness to maintain total debt to EBITDA in
the 4x-5x range.  Given the expected increase in intermediate-term
capital spending, Standard & Poor's expects that this goal can be
reached in a number of ways, including:

     -- A material common stock issuance;

     -- Meaningful asset sales with proceeds used to reduce debt;
        and/or

     -- Partnership opportunities and/or the presale of
        residential units to offset a substantial portion of
        Project CityCenter costs.


MORGAN STANLEY: Fitch Puts Low-B Ratings on 6 2004 TOP 13 Classes
-----------------------------------------------------------------
Fitch Ratings-New York-April 26, 2005
Fitch Ratings affirms Morgan Stanley Capital 2004 TOP 13:

       -- $97.2 million class A-1 at 'AAA';
       -- $233 million class A-2 at 'AAA';
       -- $127 million class A-3 at 'AAA';
       -- $589.2 million class A-4 at 'AAA';
       -- Interest only classes X-1 and X-2 at 'AAA';
       -- $31.8 million class B at 'AA';
       -- $12.1 million class C at 'AA-';
       -- $24.2 million class D at 'A';
       -- $12.1 million class E at 'A-';
       -- $9.1 million class F at 'BBB+';
       -- $10.6 million class G at 'BBB';
       -- $9.1 million class H at 'BBB-';
       -- $9.1 million class J at 'BB+';
       -- $3 million class K at 'BB';
       -- $3 million class L at 'BB-';
       -- $3 million class M at 'B+';
       -- $4.5 million class N at 'B';
       -- $3 million class O at 'B-';

Fitch does not rate the $12.1 million class P.

The rating affirmations reflect the minimal reduction of the pool
collateral balance since issuance.  As of the April 2004
distribution date, the pool has paid down 4.26%, to $1.19 billion
from $1.21 billion at issuance.  There are no delinquent or
specially serviced loans.

Seven loans were credit assessed by Fitch at issuance:

       * GIC Office Portfolio (7.54%),
       * Lakeland Square Mall (4.92%),
       * Great Hall Portfolio (3.08%),
       * Gallup Headquarters (2.03%),
       * Carlisle Commons (1.81%),
       * Hudson Mall (1.40%) and
       * Renaissance Manor.

Fitch reviewed the most recent operating data available from the
master servicer for these loans.  Occupancy was stable to improved
from issuance with only the Hudson Mall loan reporting a slight
decline.  Based on their stable performance the loans remain
investment grade.


MORTGAGE CAPITAL: Fitch Upgrades Two Low-B Ratings & Affirms Two
----------------------------------------------------------------
Fitch Ratings upgrades Mortgage Capital Funding, Inc.'s,
multifamily/commercial mortgage pass-through certificates, series
1997-MC2:

       -- $43.5 million class C to 'AAA' from 'AA+';
       -- $39.2 million class D to 'AAA' from 'A-';
       -- $43.5 million class F to 'BB+' from 'BB';
       -- $8.7 million class G to 'BB' from 'BB-'.

In addition, Fitch affirms these certificates:

       -- $276.1 million class A-2 'AAA';
       -- Interest-only class X 'AAA';
       -- $52.2 million class B 'AAA';
       -- $19.6 million class H 'B';
       -- $10.9 million class J 'B-'.

Fitch does not rate the $26.1 million class E and the $12.2
million class K certificates. Class A-1 has been paid in full.  
The upgrades are the result of increased subordination levels due
to loan payoffs and amortization.

As of the April 2005 distribution date, the pool's aggregate
principal balance has been reduced 38.9%, to $532.1 million from
$870.6 million at issuance.  Of the 181 original loans in the
pool, 115 loans remain outstanding.  The pool is well diversified
by loan size, as evidenced by the top five loans representing
19.6%.  The pool is also diversified by geographic location, with
16.8% of the pool collateralized by properties located in
California.

The pool contains six loans (4.6%) that are currently in special
servicing.  The largest specially serviced loan (1.5%) is secured
by a retail outlet center in Burlington, North Carolina, and is 30
days delinquent.  The loan transferred in March of 2005 as a
result of monetary default.  The occupancy at the center declined
after the largest tenant vacated.  The special servicer is
awaiting receipt of an updated appraisal value before proceeding
with disposition options.

The second-largest specially serviced loan (1.1%) is secured by a
hotel property in Brookfield, Wisconsin, and is 90 days
delinquent.  The loan did not pay off at its scheduled September
2004 maturity.  The special servicer continues to explore workout
options.

The sixth-largest loan (3.1%), a full-service hotel in San
Francisco remains a Fitch loan of concern.  While the loan has
remained current, the property had suffered a steady decline in
performance due to reduced tourism to the area, as well as
competition from competing hospitality properties.  The most
recent reported financials have shown a decline in performance
since issuance.  Fitch is awaiting updated financials.


MSM ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MSM Enterprises, Inc
        477 Congress Street, 14th Floor
        P.O. Box 15215
        Portland, Maine 04112-5215

Bankruptcy Case No.: 05-20695

Chapter 11 Petition Date: April 27, 2005

Court: District Maine (Portland)

Judge: James B. Haines Jr.

Debtor's Counsel: Bruce B. Hochman, Esq.
                  Lambert Coffin
                  477 Congress Street, 14th Floor
                  P.O. Box 15215
                  Portland, Maine 04101-5215
                  Tel: (207) 874-4000
                  Fax: (207) 874-4040

Total Assets: $777,093

Total Debts:  $1,105,857

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Dr. Pepper/Seven Up, Inc.                       $9,614
P.O. Box 409501
Atlanta, GA 30384-9501

Northern Utilities                              $6,879
P.O. Box 830015
Baltimore, MD 21283-0015

Maines Paper and Food Services                  $6,630
25 Otis Street
Westborough, MA 01581

Scarborough Sanitary Distribution               $3,066

Richard P. Waltz Plumbing                       $2,679

Cummings, Inc.                                  $2,000

Northeast Mechanical                            $1,888

Pine Tree Food Equipment                        $1,088

Portland Water District                         $1,082

George Weston Bakeries, I                       $1,043

Burger King Marketing                             $830

Wyllie Marketing, Inc.                            $804

Stanford Maintenance Services, Inc.               $800

ERS Technologies                                  $687

Portland Glass                                    $594

Rudi the Plumber                                  $557

Richard Cail                                      $545

Advantage Gases & Tools                           $536

Coca Cola USA                                     $527

Waste Management of Maine-Portland                $524


NATIONAL ENERGY: Pittsfield Generating Holds $157.5M Damage Claim
-----------------------------------------------------------------
On January 9, 2004, Pittsfield Generating Company, L.P., filed
Claim No. 299 for at least $201,243,723 on account of, among
other things, purported damages arising from USGen New England,
Inc.'s rejection of their Power Purchase Agreement dated
December 9, 1987.

USGen's Plan of Liquidation contemplates that holders of Allowed
Class 3 Claims resulting from the rejection of an executory
contract will receive payment in full together with (i) Post-
Petition Interest at a simple rate of 4% per annum accruing from
the effective date of rejection to the Distribution Date or (ii)
Modified Post-Petition Interest as defined in the Plan, as the
case may be.

After lengthy negotiations, USGen and Pittsfield agreed to
resolve and fix Pittsfield's claim against USGen in a cost-
effective and efficient manner.

In a Court-approved stipulation, the parties agree that:

   1.  Claim No. 299 will be an allowed general unsecured claim
       for $157,500,000 in full and final satisfaction of any
       claims or rights which Pittsfield has or may have against
       USGen and its estate;

   2.  The Allowed Claim will not be disallowed, reduced,
       subordinated or subject to recoupment, offset or
       counterclaim for any reason;

   3.  The Allowed Claim will be paid:

       (a) in full in accordance with the treatment of Allowed
           Class 3 General Unsecured Claims under the Plan,
           together with Post-Petition Interest, or Modified
           Post-Petition Interest, as the case may be, accruing
           from the Rejection Date to the Distribution Date; or

       (b) should the Plan be modified or a plan other than the
           Plan be confirmed by the Court, in accordance with the
           treatment of allowed general unsecured claims under
           the Plan as modified or the other plan;

   4.  Pittsfield, on behalf of itself and each of its successors
       and assigns, releases USGen and its estate from any and
       all claims and causes of action.  Any other proofs of
       claim filed by Pittsfield against USGen will be deemed
       waived and withdrawn;

   5.  Pittsfield releases New England Power Company from any and
       all claims and causes of action arising under or related
       to the Pittsfield PPA and any related agreements; and

   6.  USGen, on behalf of itself and each of its successors and
       assigns, releases Pittsfield and its partners and
       creditors from any and all claims and causes of actions.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas   
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.  (PG&E
National Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NATIONAL ENERGY: TransAlta Holds Allowed $372,142 Claim
-------------------------------------------------------
Before filing for bankruptcy, NEGT Energy Trading - Power, L.P.
and TransAlta Energy Marketing (US), Inc., were members of the
Western System Power Pool and parties to the Western System Power
Pool Agreement.  As members of the WSPP, ET Power and TransAlta
Energy entered into various transactions with each other to buy
or sell electric energy and capacity.

TransAlta subsequently terminated and liquidated all existing
Confirmation Agreements with ET Power, and calculated the amounts
due under the liquidated Confirmation Agreements.  TransAlta
filed Claim No. 134 against ET Power for $374,473, plus default
interest based on the Termination Payment.

At ET Power's behest, Judge Mannes approves the stipulation
entered into by ET Power and TransAlta, which resolves all
matters relating to Claim No. 134.  The parties agree that Claim
No. 134 is reduced and allowed as a general unsecured claim
against ET Power for $372,142.  The Allowed Claim will be treated
in accordance with the provisions of the ET Debtors' Chapter 11
Plan of Liquidation.

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


NATIONSRENT COS: Completes $150 Million Private Debt Placement
--------------------------------------------------------------
NationsRent Companies, Inc., completed a private offering of $150
million in aggregate principal amount of 9.5% Senior Unsecured
Notes due 2015.

The Company intends to use the net proceeds for general corporate
purposes and to repurchase its outstanding 6.5% convertible
subordinated notes due 2008.

This announcement is neither an offer to sell nor a solicitation
to buy these securities.  The securities have not been registered
under the Securities Act of 1933 or any state securities laws, and
unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state laws.

                         About the Company

NationsRent is headquartered in Fort Lauderdale, Florida, and is
one of the country's leading full service equipment solutions
providers, operating 267 locations (including 100 at Lowe's Home
Improvement locations) in 26 states.  NationsRent stores offer a
broad range of high-quality construction equipment with a focus on
superior customer service at affordable prices with convenient
locations in major metropolitan markets throughout the U.S. More
information is available at http://www.nationsrent.com/

                  
                        *     *     *

As reported in the Troubled Company Reporter on Apr. 19, 2005,
Standard & Poor's Ratings Services revised the outlook on its
ratings for NationsRent Cos. Inc. to positive from stable and
affirmed its 'B+' corporate credit and all other ratings on the
company.  At the same time Standard & Poor's assigned its 'B-'
senior unsecured debt rating to the company's proposed offering of
$150 million senior unsecured notes due in 2015 under Rule 144A
with registration rights.

"The outlook change is due to the better-than-expected credit
measures, which, if sustainable, could lead to a modestly higher
rating," said Standard & Poor's credit analyst John Sico.  "The
ratings may be raised over the next two years if better-than-
expected credit measures can be sustained despite the inevitable
industry downturn."


NORSTAN APPAREL: U.S. Trustee Picks 7-Member Creditors Committee
----------------------------------------------------------------          
The United States Trustee for Region 2 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors in
Norstan Apparel Shops Inc. and its debtor-affiliate's chapter 11
case:

      1. The CIT Group/ Commercial Services, Inc.
         Attn: Greg Gallo
         1211 6th Avenue
         New York, New York 10035
         Phone: 212 382-7023

      2. Jes & Joy
         Attn: Richard Kim
         1100 S. San Pedro St., #C-13
         Los Angelos, California 90015
         Phone: 213 749-8448

      3. Apollo Jeans
         Attn: Morris Al Faks
         1407 Broadway, Ste 2004
         New York, New York 10018
         Phone: 212 398-6585

      4. Louise Paris, Ltd.
         Attn: Serkan Ozgun
         1407 Broadway, Suite 1405
         New York, New York 10018
         Phone: 212 354-5411

      5. Pure Design, Inc.
         400 W. 30th Street
         Los Angeles, California 90007
         Phone: 213 745-6428

      6. Rosenthal & Rosenthal
         Attn: Joe Meyers
         1370 Broadway
         New York, New York
         Phone: 212 358-1400

      7. Accutime Watch
         Attn: Schuyler Carroll, Esq.
         1001 6th Avenue
         New York, New York 10018
         Phone: 212 484-3955

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Long Island City, New York, Norstan Apparel Shops
Inc., operates 229 retail stores selling women's budget-priced
apparel.  The stores are located in 24 states throughout the
Midwestern, Midsouthern, Mid-Atlantic and southeastern regions of
the United States.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 8, 2005 (Bankr. E.D.N.Y. Case
No. 05-15265).  Jeff J. Friedman, Esq., at Katten Muchin Zavis
Rosenman represents the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed total assets of $19,637,000 and total debts of $44,776,000.


NORSTAN APPAREL: Creditors Committee Taps Kronish Lieb as Counsel
-----------------------------------------------------------------          
The Official Committee of Unsecured Creditors of Norstan Apparel
Shops Inc. and its debtor-affiliate, Norstan Delaware Corp., asks
the U.S. Bankruptcy Court for the Eastern District of New York for
permission to employ Kronish Lieb Weiner & Hellman LLP as its
counsel.

Kronish Lieb is expected to:

   a) attend the meetings of the Committee, confer with the
      Debtors' management and counsel, and assist in negotiations
      with the Debtors and other parties in interest on an
      emergence plan;

   b) review financial information furnished by the Debtors to the
      Committee, and review and investigate the liens of purported
      secured party or parties;

   c) coordinate efforts to sell assets of the Debtors in a manner
      that maximizes the value for unsecured creditors, and review
      the Debtors' schedules, statement of affairs and business
      plan;

   d) advise the Committee as to the ramifications regarding all
      of the Debtors' activities and motions before the Court, and
      file appropriate pleadings on behalf of the Committee;

   e) review and analyze accountant's work product and reports to
      the Committee, and provide legal advice in relation to the
      Debtors' bankruptcy case;

   f) prepare various applications and memoranda of law submitted
      to the Court for consideration and handle all other matters  
      of the Committee; and

   g) perform all legal services for the Committee that are
      necessary and proper in the Debtors' bankruptcy cases.

Jay R. Indyke, Esq., a Partner at Kronish Lieb, is the lead
attorney for the Committee.  Mr. Indyke charges $585 per hour for
his services.

Mr. Indyke reports Kronish Lieb's professionals bill:

    Professional           Designation       Hourly Rate
    ------------           -----------       -----------
    Lawrence C. Gottlieb     Partner            $695
    Cathy R. Hershcopf       Partner            $525
    Eric J. Haber            Special Counsel    $485
    Jeffrey L. Cohen         Associate          $330
    Brent Weisenberg         Associate          $295
    Melissa S. Harrison      Associate          $255
    Seth Van Aalten          Associate          $255
    Michael Klein            Associate          $240

Kronish Lieb assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtors or their
estates.

Headquartered in Long Island City, New York, Norstan Apparel Shops
Inc., operates 229 retail stores selling women's budget-priced
apparel.  The stores are located in 24 states throughout the
Midwestern, Midsouthern, Mid-Atlantic and southeastern regions of
the United States.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 8, 2005 (Bankr. E.D.N.Y. Case
No. 05-15265).  Jeff J. Friedman, Esq., at Katten Muchin Zavis
Rosenman represents the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed total assets of $19,637,000 and total debts of $44,776,000.


NOVOSTE CORP: Nasdaq Warns of Possible Stock Delisting
------------------------------------------------------
Novoste Corporation (NASDAQ: NOVT) received a notice from the
Nasdaq Stock Market indicating that the Company is not in
compliance with the Nasdaq Stock Market's requirements for
continued listing because, for the last 30 consecutive business
days, the bid price of the Company's common stock has closed below
the minimum $1.00 per share requirement for continued inclusion
under Nasdaq Marketplace Rule 4450(a)(5).

The notice does not by itself result in immediate delisting of the
Company's common stock.  Nasdaq stated in its notice that in
accordance with the Nasdaq Marketplace Rules, the Company will be
provided 180 calendar days, or until Oct. 18, 2005, to regain
compliance with the Minimum Bid Price Rule.  The notice also
states that if, at any time before Oct. 18, 2005, the bid price of
the Company's common stock closes at $1.00 per share or more for a
minimum of 10 consecutive business days, the Nasdaq staff will
provide the Company written notification that it has achieved
compliance with the Minimum Bid Price Rule.  However, the notice
states that if the Company does not regain compliance with the
Minimum Bid Price Rule by Oct. 18, 2005, the Nasdaq staff will
provide the Company with written notification that its common
stock will be delisted from the Nasdaq Stock Market.

In the event that the Company receives notice that its common
stock is delisted from the Nasdaq Stock Market, Nasdaq rules
permit the Company to appeal any delisting determination by the
Nasdaq staff to a Nasdaq Listings Qualifications Panel.  In
addition, in the event that such a delisting determination was
based solely on non-compliance with the Minimum Bid Price Rule,
Nasdaq Marketplace Rule 4450(i) may permit the Company to transfer
its common stock to the Nasdaq's Small Cap Market if the Company's
common stock satisfies all criteria for initial inclusion on such
market other than compliance with the Minimum Bid Price Rule.  In
the event of such a transfer, the Nasdaq Marketplace Rules provide
that the Company would be provided an additional 180 calendar days
to comply with the Minimum Bid Price Rule.

         Board Okays Unit's Wind-Down & Evaluates Options

As reported in the Troubled Company Reporter on Feb. 24, 2005,
Novoste Corporation's Board of Directors has determined that
its vascular brachytherapy business is no longer viable and, as
a result, has authorized a staged, wind-down of the business.

The Board has determined that this decision is necessary to
preserve the Company's cash resources and arises as a result of
the continuing decline in revenue for the Company's VBT product.
The Board continues to evaluate strategic alternatives, including
liquidation and dissolution, and believes that it will be able to
conclude its evaluation of alternatives within sixty days.
However, it has determined that the strategic alternatives
available to the Company do not include an ongoing requirement for
a field sales force focused on disposable, medical devices.
Accordingly, Novoste will reduce its U.S. workforce in the first
quarter by 52 employees, from 97 employees.

Novoste has posted recurring losses for the past three years.
The company's latest publicly disclosed balance sheet shows
$34 million in assets and $7 million in debt.  As reported in the
Troubled Company Reporter on Jan. 11, 2005, Novoste hired
Asante Partners LLC in April 2004 to "identify and implement
strategic and financial alternatives" -- including a shutdown,
dissolution and liquidation of the company.

                   About Novoste Corporation

Novoste Corporation, based in Atlanta Georgia, develops advanced
medical treatments for coronary and vascular diseases and is the
worldwide leader in vascular brachytherapy.  The Company's Beta-
Cath(TM) System is commercially available in the United States, as
well as in the European Union and several other countries.
Novoste Corporation shares are traded on the NASDAQ National Stock
Market under the symbol NOVT.  For general company information,
call (770) 717-0904 or visit the Company's website at
http://www.novoste.com/


NUCORP LTD: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: NuCorp Limited
        15020 27th Avenue North
        Plymouth, Minnesota 55447

Bankruptcy Case No.: 05-32762

Type of Business: The Debtor specializes in marketing and
                  administration of insurance policies and
                  participation in reinsurance agreements.
                  See http://www.nucorpltd.com/

Chapter 11 Petition Date: April 26, 2005

Court: District of Minnesota (St. Paul)

Judge: Gregory F. Kishel

Debtor's Counsel: William I. Kampf, Esq.
                  Henson & Efron, P.A.
                  220 South Sixth Street, Suite 1800
                  Minneapolis, Minnesota 55402-4503
                  Tel: (612) 339-2500
                  Fax: (612) 339-6364

Financial Condition as of April 25, 2005:

      Total Assets: $997,000

      Total Debts: $2,146,18

Debtor's 7 Largest Unsecured Creditors:

   Entity                        Nature Of Claim    Claim Amount
   ------                        ---------------    ------------
Ohio Department of Insurance     Pending lawsuit      $1,519,632
2100 Stella Court                related to
Columbus, OH 43215               liquidation of
Attorney General Jim Petro       insurance company
c/o Kegler, Brown, Hill & Ritter
Attn: John Brody
65 East State Street, Suite 1800
Columbus, OH 53215-4294

Insurance Advisors, Inc.                                $545,000
15020 27th Avenue North
Plymouth, MN 55447

Audrey Richmond                                         $325,000
3065 Lake Shore Boulevard
Wayzata, MN 55931

GAB Robbins                                              $12,388
9 Campus Drive
Parsippany, NJ 07054

Advanta Visa                                              $7,666
P.O. Box 30715
Salt Lake City, UT 84130-0715

Century Business Service                                  $2,264
4900 Highway 169 North, Suite 200
New Hope, MN 55428

American Express                                          $1,865
P.O. Box 650448
Dallas, TX 75265-0448


PALMDALE HILLS: S&P Rates $75 Million Second-Lien Facility at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issuer credit
rating to Palmdale Hills Property LLC.  The outlook is stable.  At
the same time, Standard & Poor's assigned its 'B+' bank loan
rating to a $200 million first-lien credit facility due 2010 and
its 'B-' bank loan rating to a $75 million second-lien credit
facility due 2011.  Additionally, '1' and '4' recovery ratings are
assigned to the respective bank loans.

"The ratings reflect the somewhat speculative nature of the
company's investment in a single large parcel of raw land that is
entitled for residential development," explained Standard & Poor's
credit analyst James Fielding.  While initial debt levels appear
reasonable based upon an appraisal of the company's total net
value, this basis does not reflect the present market value of the
land and relies upon current estimates of future sales revenues
and development costs.  Ultimate timing of and proceeds from
future sales are uncertain, and adverse business, financial, or
economic conditions would likely impair the company's capacity to
meet its financial commitment on its obligations.  "These risks
are mitigated to an extent by the current strong demand for
housing, the seasoned developer's successful track record, and
adequate near-term liquidity," Mr. Fielding noted.

Favorable longer term demographic trends and increasingly onerous
supply constraints in the Los Angeles County housing market are
expected to support future demand for home sites in this large,
concentrated, and currently unimproved parcel of land.

In the near term, development risk is mitigated by the manager's
successful track record, and anticipated profit margins are
adequate to absorb modest increases in costs.


PREMIUM STANDARD: Moody's Rates New $125MM Senior Notes at B1
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 senior implied rating
for Premium Standard Farms PSF), and assigned a B1 rating to the
company's new $125 million senior notes due 2015.  Moody's also
affirmed the company's B2 unsecured issuer rating.  Moody's does
not rate PSF's $175 million senior secured revolving credit
facility.  The ratings outlook is stable.

PSF intends to use proceeds from the new $125 million senior note
along with excess cash to redeem the $175 million 9.25% senior
unsecured notes due 2011, and to pay approximately $20 million of
transaction fees and expenses.  The refinancing takes advantage of
favorable market conditions, and will result in lower overall
financing costs.  Upon the retirement of the 9.25% notes, Moody's
will withdraw the ratings from these securities.  Prior to the
sale of the new $125 million in notes, PSF intends to undergo a
reorganization in which its present parent holding company -- PSF
Group Holdings, Inc. -- will be merged with and into Premium
Standard Farms, Inc.  Moody's also notes that these transactions
are being accomplished prior to a secondary equity offering of PSF
stock in which existing PSF equity holders will sell a portion of
their stake to the public markets (no net equity proceeds will be
received by PSF).

PSF's ratings are limited by its exposure to the cyclical,
volatile, and highly competitive pork industry, its relatively
narrow product line, and its relatively small size.  PSF operates
in a cyclical and volatile industry, where prices and margins can
vary significantly over time.  Factors such as the balance of
supply and demand for pork within the marketplace, the weather's
impact on grain and hence animal feed prices, animal disease, and
international trade disputes -- which are completely out of the
company's control -- can cause dramatic swings in earnings and
cash flow within the industry.  The pork industry is also highly
competitive, and includes large companies [such as Smithfield
(Ba1) and Tyson (Baa3)], which have substantially-greater
resources and market shares than does PSF.  PSF's operations are
also concentrated exclusively in the pork sector, making it more
vulnerable to developments in this single industry than more
diversified protein companies.

The ratings are supported by:

   (1) PSF's vertical integration, which moderates the impact of
       cyclical price swings and provides opportunity for greater
       quality control of its product;

   (2) its focus on value-added products for premium niches;

   (3) its relatively new facilities and equipment, competitive
       cost position and regional diversification; and

   (4) a management team with significant industry experience.

Moody's notes that while PSF's operating performance has been
erratic over recent years, it has been very strong over the past
12 months.  This can be attributed to several factors, including:

   (1) the benefits the pork industry has realized because of
       difficulties in the beef markets (due to the December 2003
       discovery of BSE in the US and the closure of US borders to
       Canadian cattle);

   (2) Avian influenza in Asia (which has increased demand for US
       pork exports);

   (3) as well as the continued domestic popularity of high-
       protein diets.

But while these factors have been very beneficial to PSF's
earnings and cash flow over the past year, it is unlikely that
such strong industry conditions will continue over the long term.

The U.S. pork processing industry is highly competitive.
Consolidation over the past few years has left the top three
processors representing over 50% of the market, with the top ten
controlling 90%.  Pork production, while also consolidating,
remains more fragmented with the top 10 producers controlling 34%
of productive capacity.  The sector is continuing to consolidate
to achieve efficiencies and enhance capabilities to meet the
demands of the quickly consolidating and highly competitive retail
market through which much of the product ultimately is sold.
Processors also have been investing to develop value-added and
case-ready products.  In addition, vertical integration is
increasing, either through contractual arrangements with producers
or direct ownership of hog production operations.  Operational
risks in the industry include hog disease and productivity issues,
which can materially affect hog production profits, and the
environmental impact of operations, which can constrain growth,
attract litigation, and require investment.

PSF currently is a medium-sized, integrated producer of fresh and
processed pork, oriented toward higher value-added products.  The
company is the sixth largest pork processor (with approximately 4%
market share of U.S. industry processing capacity) and the second
largest U.S. pork producer (with a about 4.5% of production
capacity).  Its facilities are relatively new and cost
competitive. They are spread among three geographic areas (North
Carolina, Missouri, and Texas), which can mitigate potential
disease and cost issues.  The company's customer base has been
stable and is diversified.  PSF has a high degree of vertical
integration through its direct ownership of hog production
operations.  The vertical integration dampens cyclical volatility
because processing operations and hog production operations tend
to be counter-cyclical.  Vertical integration also enhances PSF's
ability to standardize and control the quality of its input and
final products, a critical element to effectively execute its
marketing strategy of selling high value-added products of its
product mix to non-commodity, premium and specialty markets.  In
addition, PSF is growing its exports, particularly to Japan, where
premium product demand remains strong and margins are high.  Sales
to this market will be important for the company to sustain, given
the high margins.

PSF's operations are asset intensive, with high fixed costs, and
it operates in a cyclical business, even taking into account its
vertical integration.  Given its high operating leverage, cyclical
changes in commodity input and/or output prices can significantly
impact margins.  Also, inventory turns are low due to the length
of the hog production cycle, requiring material working capital
investment, and hog production facilities require a large
investment in fixed assets, resulting in low asset turnover.

PSF will have approximately $208 million in debt (pro forma as of
12/25/04) at the closing of the transaction.  Following several
years of heavy capital investment and current strong operating
performance, PSF has been reducing its overall debt load, and
expects to reduce debt further in the year ahead.  Currently,
capital spending of $44 million is running approximately
$16 million below depreciation, providing excess cash flow for
debt reduction.  Should the company pursue additional debt
financed acquisitions (part of its strategy), its leverage could
increase.  Free cash flow to lease adjusted debt was approximately
34% for the 12 months ended 3/31/05. EBITDA-CAPX/Interest of 7.1X
over the same period was also very strong.

The rating of the $125 million senior notes is notched down from
the senior implied rating to reflect their effective subordination
in the capital structure behind secured bank debt.  The notes will
be guaranteed on an unsecured basis by PSF's subsidiaries.  The
revolving credit is secured by substantially all the assets of
PSF, excluding certain real property and equipment in North
Carolina and Texas.  Availability under the revolving credit is
governed by a borrowing base consisting of accounts receivable,
inventory, and real property.  The indenture for the senior notes
provides PSF with the ability to increase the amount of secured
debt in the future -- largely due to additional borrowings under
the secured revolver.

Following the transaction, PSF will have approximately $71 million
of secured debt and $11 million in letters of credit outstanding
under its bank facility.  The bank facility is currently $175
million, but can be increased to $200 million with the agreement
of the Agent bank.  Consequently, PSF could potentially increase
secured debt by an additional $110 - $120 million after closing at
current operating rates.

The outlook for PSF's ratings is stable.  While Moody's expects
PSF's debt protection to weaken from current strong levels, we
nevertheless expect the company's credit profile to remain within
a range acceptable to its rating.  Due to the cyclical nature of
the pork industry, Moody's expects volatility in PSF's earnings
and cash flow.  As a result, Moody's expects PSF's credit metrics
to be stronger than for a comparably rated company in a more
stable segment of the food industry.  Over time, Moody's expects
PSF's free cash flow to debt ratio to range between 10% and 20%.

PSF's ratings could be upgraded over time if it is able to
effectively manage its growth, and increase its size and scale in
order to further strengthen its fundamental operating performance
and improve its return on assets.  Additionally, an upgrade would
require PSF to increase its product and geographic
diversification, so as to moderate the volatility in earnings and
cash flow caused by a single highly cyclical protein market.  An
upgrade would also require PSF to be able to maintain very solid
operating performance even when industry conditions are not as
favorable as in recent months, by showing an ability to sustain a
ratio of free cash flow to debt over 15%.  Conversely, PSF's
ratings could come under downward rating pressure if its operating
performance deteriorated (due to fundamental or cyclical industry
issues), or its leverage increased due to leveraged acquisitions,
for example, to the point where free cash flow to debt approached
or fell below 8% and was unlikely to recover within 12 months.

Rating assigned is:

   * $125 million senior unsecured notes at B1

Ratings affirmed are:

   * Senior implied rating at Ba3
   * $175 million senior unsecured 9.25% notes due 6/15/11 at B1
   * Senior unsecured issuer rating at B2

Premium Standard Farms, Inc., with headquarters in Kansas City,
Missouri, is an integrated U.S. hog producer and pork processor
with facilities in Missouri, North Carolina, and Texas.


QWEST COMMS: Moody's to Look at Net Debt & Synergies in MCI Merger
------------------------------------------------------------------
Moody's Investors Service believes MCI Inc.'s declaration that the
latest bid by Qwest Communications International is "superior"
increases the possibility that Qwest rather than Verizon
Communications Inc. will be the ultimate purchaser of MCI. If this
were to occur, Moody's would assess the B2 Senior Implied ratings
of both Qwest and MCI.  Among other factors, the assessment would
focus on the likely increase in net debt of the combined companies
relative to Moody's view of the potential value of synergies to be
obtained from the merger.

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Qwest Communications International Inc. transmitted a letter to
the Board of Directors of MCI, Inc., regarding its new and revised
offer for MCI for up to $30 a share.  

                     Previous Qwest Proposal

Qwest's previous proposal contained $13.50 in cash (excluding
MCI's March 15 dividend payment of $0.40 per share) and 3.373
Qwest shares (subject to adjustment under a collar which fixes the
value of the Qwest shares at $14.00 provided Qwest's share price
is between $3.32 and $4.15) per MCI share.

                    MCI/Verizon Merger Agreement

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

Verizon says its unfazed by Qwest's revised offer.

                  Moody's Proposes Priorities

Moody's present B2 senior implied ratings on Qwest and MCI
generally reflect operating struggles both companies face due to
the intensely competitive nature of the telecommunications
industry.  Therefore, Moody's believes that free cash flow
generation and debt reduction would need to remain priorities of
the combined companies to reduce the risk of future credit
deterioration.  Moody's presently believes this will be
challenging, since meaningful free cash flow will result only if a
combined Qwest and MCI can successfully eliminate redundant
network costs while also stabilizing top line revenue declines in
both companies' core businesses.  Revenue declines in the
telecommunications sector remain a key ratings factor in Moody's
analyses.

                     Financial Difficulties

Qwest has been suffering local access line losses at nearly four
per cent per year for the past several years while MCI has been
suffering double-digit revenue losses in its commercial and
residential long distance businesses.  While competition and
regulation have been key contributors to this performance
deterioration, both companies have also had to overcome serious
accounting probes, financial restatements, and balance sheet
overhauls.  As a result, Moody's is concerned that both Qwest and
MCI may not be adequately prepared for the serious competitive
challenges that wireless substitution and cable telephony services
pose.  A combined Qwest and MCI would have to resell wireless
service through an agreement with Sprint and Qwest has yet to
articulate a facilities-based video solution as have, for example,
Verizon and SBC.

      Qwest Throws Punches at Competitors' Merger Plans

As reported in the Troubled Company Reporter on Apr. 27, 2005,
Qwest Communications International Inc. 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.  

                            Synergies

Moody's recognizes that, combined, Qwest and MCI could help each
other save costs, particularly network operating costs and
investment.  Qwest has a technologically sound if underutilized
long haul network, while MCI has a leading market share with
enterprise and government customers.  Therefore, Moody's believes
that the opportunity for synergies may be significant.  Whether or
not it equals Qwest's announced $14.8 billion net present value
estimate would be the focus of intensive consideration; this
equates to $2.8 billion annually, though Qwest acknowledges some
upfront investment will be required to unlock these savings.   
Moody's assessment of the rating impact on Qwest and MCI of a
merger will be heavily impacted by our view of the magnitude and
likelihood of achieving any synergies.

                           Review Focus

Moody's will also focus on the impact on Qwest's capital structure
of a merger with MCI.  Qwest presently has $17.3 billion in gross
debt at five legal entities and MCI will be a sixth.  As a result
there is wide dispersion of ratings around Qwest's B2 senior
implied rating and some of the greatest rating impact of a merger
with MCI could be on the ratings of the debt at Qwest's various
legal entities.

Moody's believes that the pro forma balance sheet of a Qwest and
MCI combination as currently contemplated will be liquid, but that
the combination of cash dividends to MCI shareholders and Qwest's
ability to match any shortfall in its share price with cash means
pro forma net debt levels could be meaningfully higher.  As a
result, Moody's analysis will focus heavily on the achievability
and magnitude of synergies.

The ratings for Verizon are on review for downgrade while the
ratings for MCI are on review for upgrade as a result of these two
companies' agreement to merge.

                         About MCI Inc.

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 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 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.  

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.

                  About Qwest Communications

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.


R&G FIN'L: Revisions Cues Fitch to Put Ratings on Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed the ratings of R&G Financial Corporation  
and its subsidiaries on Rating Watch Negative following the
announcement that the company intends to revise its methodology in
valuing residual interests retained in securitization
transactions.  This will result in the company restating earnings
for 2003 and 2004 and will produce a delay in the release of
first-quarter 2005 results.  A list of ratings is provided at the
end of this release.

The rating action is in response to RGF's announcement that it
plans to change the methodology used to value its residual
interests (interest-only securities -- IOs) retained through
securitization activity.  As of Dec. 31, 2004, RGF carried IOs on
its balance sheet at a fair value of $190 million.  The company
anticipates this asset will be written-down by approximately $90-
$150 million, or between $55 and $95 million after tax.  On a pro
forma basis, a $95 million after-tax charge would reduce equity to
total assets to approximately 7.50% from the reported 8.39%.

Capitalization, after the charge, remains adequate for the current
rating category.  Fitch requires a more significant level of
capital against RGF's higher risk assets, such as capitalized
mortgage servicing rights and IOs.  The company has stated that it
is conducting a comprehensive review that will cover all the
assumptions and processes used to value its IOs to calculate the
gains on sale.  The review will also test and evaluate the
effectiveness of internal controls pertaining to financial
reporting.

The Rating Watch Negative will be evaluated following Fitch's
review with management on future valuation methodology, risk
management improvements, funding and liquidity in conjunction with
the prospective changes to the business model.  Fitch expects that
the restatement process will be completed within a time frame that
will allow RGF to resume normal financial reporting by the end of
June 2005.  The restated financials will allow Fitch to fully
assess the actual write-down and resulting capital position.  
Fitch does not believe the negative financial news should
significantly hinder retail business flow of RGF's residential
mortgage operation.

    Ratings placed on Rating Watch Negative by Fitch

      R&G Financial Corporation:

         -- Long-term Senior Unsecured 'BBB';
         -- Preferred stock 'BB+';
         -- Individual 'B/C'.

      R&G Mortgage:

         -- Long-term senior unsecured 'BBB'.
         
      R-G Premier Bank:

         -- Long-term deposit obligations 'BBB+;
         -- Long-term non-deposit obligations 'BBB';
         -- Short-term deposit obligations 'F2'.

      R-G Crown Bank:

         -- Long-term deposit obligations 'BBB+';
         -- Long-term non-deposit obligations 'BBB';
         -- Individual 'B/C';
         -- Short-term deposit obligations 'F2'.

   Ratings affirmed

      R&G Financial Corporation

      R-G Crown Bank:

         -- Support '5'.

      R-G Premier Bank

      R-G Crown Bank:

         -- Short-term non-deposit obligations 'F3'.


RADIO ONE: Moody's Places Ba2 Ratings on New $750M Sr. Sec. Debts
-----------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to Radio One,
Inc.'s new $750 million in senior secured credit facilities
($450 million senior secured revolving credit facility, $300
million senior secured term loan).  The proceeds of the
transaction will be used to refinance the existing unrated senior
secured credit facilities, including $210 million outstanding
under the revolving credit facility (recently used to refinance a
portion of the preferred securities).  The transaction is neutral
to leverage, but increases the overall size of the senior secured
credit facility by $150 million and extends the company's maturity
profile until 2011.

The affirmation of the ratings and positive outlook reflects:

   (1) Radio One's continued strong operating performance,

   (2) the company's advantageous position in the African-American
       media industry, with an attractive station portfolio (#1 or
       #2 ranked clusters in 21 of the top 50 African-American
       markets), and

   (3) strong free cash flow generation that provides Radio One
       the ability to organically delever its balance sheet offset
       by Moody's belief that the company will continue to
       diversify into other forms of media, thus, posing the risk
       of potential cash-consumptive investment (e.g. content and
       programming).

Moody's assigned these ratings:

     (i) a Ba2 rating to the $450 million senior secured revolving
         credit facility, and

    (ii) a Ba2 rating to the $300 million senior secured term loan
         B.

Moody's affirmed these ratings:

     (i) the B2 ratings on the senior subordinated notes,
    (ii) the Ba3 senior implied rating, and
   (iii) the B1 senior unsecured issuer rating.

The outlook is positive.

The ratings remain constrained by:

   (1) Radio One's still high leverage of 5.8x (measured as total
       debt-to-EBITDA),

   (2) the likelihood that the company will continue to acquire
       radio stations to expand its presence in new and existing
       markets, and

   (3) the potential for further investment in its strategic
       diversification into new forms of media (i.e. TV, internet,
       content and programming).

The ratings also reflect:

   (1) the highly competitive nature of the radio industry,

   (2) the inherent cyclicality of the advertising market, and

   (3) Moody's belief that radio is a mature industry with modest
       growth prospects.

However, the ratings remain supported by:

   (1) the growth opportunity present in the attractive African
       American demographic that Radio One targets,

   (2) Radio One's ability to effectively leverage its cost
       structure across its radio station clusters,

   (3) the resulting high operating margins that lead the radio
       industry peer group (EBITDA margin of about 49.4% for YE
       2004), and

   (4) strong free cash generation.

The ratings also benefit from Radio One's strong management team
and the company's willingness to conservatively finance
investments with a mix of equity and debt (Moody's notes that
Radio One has raised over $1.4 billion in equity to date).  
Moody's also notes that the ratings are supported by the notable
asset value of the radio station portfolio, as well as, potential
value of the TV One asset.

The positive outlook incorporates Moody's expectation that absent
any acquisitions or further investment in other media business,
Radio One has the ability to quickly reduce debt through
internally generated funds.  For the ratings to move higher,
Moody's expects leverage to remain closer to 5 times.  Moody's
notes that the company has benefited from its ability to use
equity as currency to finance acquisitions.  To the extent that
the company's use of debt to finance additional large acquisitions
significantly increases leverage, a reversion to the former stable
outlook may be warranted.

Pro forma for the transaction, Moody's expects Radio One's
financial leverage (measured as total debt-to-EBITDA) to be about
6 times and pro forma cash interest coverage should remain at
about 4 times before capital expenditures.  Thus, the effect of
the transaction is neutral to credit metrics.

The senior secured credit facilities are guaranteed by
substantially all the direct and indirect subsidiaries of the
company (not including Reach Media or TV One LLC).  The Ba2
ratings on the $750 million in senior secured credit facilities
reflect their senior-most position in the company's capital
structure and the benefit of a security interest in all of the
stock of each of the guarantors and substantially all of the
assets.  The one notch differential from the Ba3 senior implied
rating reflects the substantial asset coverage enjoyed by the bank
group.  The B2 rating on the senior subordinated notes reflects
their effective and contractual subordination to the outstandings
under the company's secured bank credit facilities.

Radio One is the nation's seventh largest radio broadcasting
company, operating 69 radio stations in 22 markets.  In January
2004, Radio One launched TV One, an African-American targeted
cable television network, as a joint venture with Comcast
Corporation.


RAVENEAUX LTD: Committee Wants to Hire Boyer & Miller as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Raveneaux, Ltd.,
seeks authority from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Boyar & Miller, P.C. as their counsel,
nunc pro tunc March 11, 2005.

The Committee has chosen Boyar & Miller because Boyar & Miller:

   -- is well qualified to advise the Committee with respect to
      its duties, responsibilities and obligations in connection
      with Raveneaux's chapter 11 case,

   -- has substantial expertise and knowledge with respect to the
      issues presented in Raveneaux's chapter 11 case,

   -- has substantial experience with insolvency, reorganization
      and bankruptcy law, and

   -- has experience in litigation, real estate, and corporate
      matters.

Boyar & Miller will:

   (a) advise and consult with the Committee concerning:

       1.  legal questions arising in the administration of the
           Debtor's estate,

       2.  the Unsecured Creditors' rights and remedies, and

       3.  all matters related to Raveneaux's chapter 11 case.

   (b) assist the Committee in preserving and protecting the
       Debtor's estate in accordance with the provisions of the
       Bankruptcy Code,

   (c) investigate and, with the Court's authority, prosecute
       preference, fraudulent transfer and other actions arising
       under the Debtor's avoidance powers and other causes of
       action,

   (d) perform any pleadings, motions, answers, responses,
       notices, orders, agreements, and any reports that are
       required for the protection of the Committee's interest and
       the orderly administration of the Debtor's estate, and

   (e) perform any and all other legal services for the Committee
       that are necessary and appropriate to faithfully discharge
       its duties.

Trent L. Rosenthal, Esq., a shareholder in Boyar & Miller, P.C.,
discloses his Firm's professionals' current hourly billing rates:

         Designation                    Hourly Rate    
         -----------                    -----------
         Shareholders                   $250 - $475
         Counsel                        $310
         Associates                     $150 - $225
         Paralegals                      $85 - $100

To the best of the Official Committee of Unsecured Creditors'
knowledge, Boyar & Miller and the partners, principals and
professionals who will work in the engagement:

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

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

                            Committee

As previously reported in the Troubled Company Reporter, the
United States Trustee for Region 7 appointed six creditors
to serve on the Official Committee of Unsecured Creditors in
Raveneaux, Ltd.'s chapter 11 case.  On March 11, 2005, the
Committee assembled and appointed Michael D. Watford as acting
chairperson of the Committee.

Headquartered in Spring, Texas, Raveneaux, Ltd. --
http://www.raveneaux.com/-- operates a country club, a golf  
course and tennis courts.  The Company filed for chapter 11
protection on Feb. 24, 2005 (Bankr. S.D. Tex. Case No. 05-32734).
Edward L. Rothberg, Esq., Hugh M. Ray, III, Esq., and Melissa Anne
Haselden, Esq., at Weycer Kaplan Pulaski & Zuber, P.C., represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed total assets of
$15 million and total debts of $11 million.


RAVENEAUX LTD: Wants to Tap Professor Lattin as Turnaround Advisor
------------------------------------------------------------------
Raveneaux, Ltd., seeks the authority of the U.S. Bankruptcy Court
for the Southern District of Texas to employ and retain Professor
Thomas Lattin as its turnaround Consultant, nunc pro tunc March 9,
2005.

Professor Thomas Lattin will:

   (a) conduct a review of the Debtor's business by analyzing
       management skills, information systems, financial controls
       and strategic positioning in the market place;

   (b) review Debtor's payroll history, financial statements and
       inventory detail, and prepare analysis and reports as the
       Debtor's financial condition;

   (c) provide a breakeven analysis and pro forma cash flow
       projection on steps to prevent erosion of critical assets
       for the benefit of the Unsecured Creditors of the Estate;

   (d) identify tactical areas for improvement which will increase
       profitability, cash flow and EBITDA; and

   (e) give testimony as needed.

Professor Lattin will be paid a retainer of $5,000 and he requests
a fee of $350 per hour plus reasonable out-of-pocket expenses.

To the best of the Raveneaux's knowledge, Professor Thomas Lattin:

   (a) does not have connections with the Debtor, its creditors,
       or other party-in-interest, or their respective attorneys,
       and

   (b) is a "disinterested person" 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 Spring, Texas, Raveneaux, Ltd. --
http://www.raveneaux.com/-- operates a country club, a golf  
course and tennis courts.  The Company filed for chapter 11
protection on Feb. 24, 2005 (Bankr. S.D. Tex. Case No. 05-32734).
Edward L. Rothberg, Esq., Hugh M. Ray, III, Esq., and Melissa Anne
Haselden, Esq., at Weycer Kaplan Pulaski & Zuber, P.C., represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed total assets of
$15 million and total debts of $11 million.


REGIONAL DIAGNOSTICS: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Regional Diagnostics, L.L.C.
             4400 Renaissance Parkway, Suite L
             Warrensville Heights, Ohio 44128

Bankruptcy Case No.: 05-15262

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Regional Diagnostics Holdings, LLC         05-15264
     TR Radiology, Inc.                         05-15267

Type of Business: The Debtor owns and operates 27 medical
                  clinics located in Florida, Illinois,
                  Indiana, Ohio and Pennsylvania.  See
                  http://www.regionaldiagnostic.com/

Chapter 11 Petition Date: April 20, 2005

Court: Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtors' Counsel: Jeffrey Baddeley, Esq.
                  Baker & Hostetler LLP
                  3200 National City Center
                  1900 East Ninth Street
                  Cleveland, Ohio 44114-3485
                  Tel: (216) 621-0200
                  Fax: (216) 696-0740

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $50 Million to $100 Million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Dr. James Zelch               Subordinated debt      $11,283,333
2000 Auburn Drive
Beachwood, OH 44122

Craig Pisani                  Subordinated debt       $8,981,096
660 Madison Avenue
New York, NY 10021

Richard A. Meringlo           Subordinated debt       $5,193,614
175 Federal Street
Boston, MA 02110

Hitachi Medical Systems       Trade debt              $1,540,624
1959 Summit Commerce Park
Twinsburg, OH 44087

Toshiba                       Trade debt                $638,439
P.O. Box 91605
Chicago, IL 60693

Merge Technologies, Inc.      Trade debt                $403,263
1126 South 70th Street
Suite S-107B
Milwaukee, WI 53214

Centura X-Ray                 Trade debt                $221,808
P.O. Box 71236
Cleveland, OH 44191

Aetna-Middletown              Trade debt                $133,051

Greensberg Traurig, P.A.      Trade debt                $120,238

Heidrick & Struggles, Inc.    Trade debt                $107,517

GE Healthcare Services        Trade debt                 $96,744

Bracco Diagnostics, Inc.      Trade debt                 $79,893

Crowe Chizek & Company LLC    Trade debt                 $67,200

GE Medical Systems            Trade debt                 $60,916

MXR                           Trade debt                 $55,573

QORVAL                        Trade debt                 $43,163

SourceOne Healthcare          Trade debt                 $41,691

Mallinkrodt, Inc.             Trade debt                 $38,220

GE Medical Systems            Trade debt                 $32,606

IDX Systems Corporation       Trade debt                 $30,231


RELIANCE GROUP: Liquidator Wants April 2005 Claims Report Okayed
----------------------------------------------------------------
M. Diane Koken, as Insurance Commissioner of the Commonwealth of
Pennsylvania and Liquidator of Reliance Insurance Company, asks
the Commonwealth Court to approve her April 2005 Report and
Recommendations on Claims.

Kandi D. Buckman, Esq., Special Funds Counsel at the Pennsylvania
Insurance Department, in Harrisburg, Pennsylvania, tells Judge
James G. Colins that the Report reflects Notices of
Determinations issued by the Liquidator for which the objection
period expired on September 30, 2004.  The Report is comprised of
three sections.  The first section lists undisputed claims filed
against the RIC estate.  Of these claims, 20 are amended NODs
that correct the class or allowed amount of a claim recommended
by the Liquidator and approved by the Commonwealth Court.

The second section of the Report contains a list of claims to
which objections were filed and which were settled for $250,000
or less.  Upon resolution, the Liquidator issued an Amended NOD
for the settled claims reflecting the resolution of the dispute.
In some cases, claimants withdraw their objection.

The third section of the Report is a summary sheet (that includes
the undisputed and settled claims) indicating the total number of
NODs and the total amount allowed for each classification.

The Liquidator asks Judge Colins to approve and allow the claims
as listed in her April 2005 Report.

Exhibits to the April 2005 Report is available for free at:

            http://www.reliancedocuments.com/page6.htm

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


RESOLUTION PERFORMANCE: Moody's Revises Outlook to Developing
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 senior implied ratings
of Borden Chemical Inc. and Resolution Performance Products, LLC.
Moody's also changed the outlook on the ratings of both companies
to developing from negative following the announcement that Apollo
Management, LP will merge three chemical businesses under its
control to form a new company, Hexion Specialty Chemicals, Inc.  

The change in outlook reflects uncertainty over the terms of the
new $675 million credit facilities, the change in collateral for
secured note holders due to the merger of the companies, the
further subordination of RPP's subordinated notes to environmental
and pension liabilities at Borden, and the $200 million increase
in debt at the combined company.  Apollo will utilize a portion of
the proceeds from the new credit facility ($200 million) and the
proceeds of the contemplated common stock offering to fund a
$550 million dividend.

Moody's affirmation of Borden's and RPP's senior implied ratings
reflects the benefits of their merger with Resolution Specialty
Materials LLC (RSM; unrated by Moody's), including the increased
size, improved business diversity, roughly $75 million of
potential synergies, as well as an improved operating environment.   
However, Moody's noted that Borden's ratings had already
considered some potential synergies between Borden and RPP.  
Furthermore, the B2 ratings reflect the substantial leverage of
the combined entity with a pro forma total debt to EBITDA of
upwards of 7 times, excluding synergies, and the expectation that
free cash flow will remain depressed through much of 2005, due to
the increasing investment in working capital, higher capex and
ongoing pension contributions.

The developing outlook reflects uncertainty over the impact of the
merger on the various tranches of secured and subordinated debt as
a result of the merger.  While Moody's has affirmed the existing
B2 senior implied ratings and would likely place a B2 senior
implied rating on Hexion upon completion of the merger, Moody's
could change its ratings on individual tranches of debt depending
on changes to collateral access or priority in bankruptcy as a
result of the merger.  Due to the increased debt from the
transaction, it is possible that Moody's could move the outlook
back to negative once the structural issues are resolved, unless
financial performance in the first quarter of 2005 has improved
substantially from the 2004 levels.

Borden Chemical, Inc., based in Columbus, Ohio, is a chemical
producer of resins, formaldehyde, and coatings.  The company
reported revenues of $1.7 billion for the LTM ended December 31,
2004.

Resolution Performance Products, LLC, headquartered in Houston,
Texas, is a leading global producer of epoxy resins, and versatic
acids and derivatives, and also is a leading merchant supplier of
bisphenol-A.  The company generated revenues of $1 billion for the
LTM ended December 31, 2004.

Resolution Specialty Materials, LLC, headquartered in
Carpentersville, Illinois, produces base coating resins and
additives for formulation into finished coatings, a range of
specialty polymers for graphic art applications, composite
polymers, textile chemicals and acrylic monomers.  The company
generated revenues of $768 million for the LTM ended Dec. 31,
2004.


SALOMON BROTHERS: Fitch Upgrades $8.4 Mil. Mortgage Certs. to BB+
-----------------------------------------------------------------
Salomon Brothers Mortgage Securities VII, Inc.'s commercial
mortgage pass-through certificates, series 2000-NL1 are upgraded
by Fitch Ratings:

      -- $5.9 million class H certificates to 'AAA' from 'AA-';
      -- $4.2 million class J certificates to 'AA' from 'BBB+'.
      -- $8.4 million class K to 'BB+' from 'BB'.

In addition, Fitch affirms these classes:

      -- Interest-only class X at 'AAA';
      -- $14.8 million class E at 'AAA';
      -- $5 million class F at 'AAA';
      -- $10.9 million class G certificates at 'AAA';
      -- $3.3 million class L at 'B-'.

Fitch does not rate the $4.4 million class M certificates.  
Classes A-1, A-2, B, C, and D have paid off in full.

The upgrades reflect improved credit enhancement levels resulting
from three loan payoffs that have occurred since Fitch's last
upgrade of the transaction in February 2005.  As of the April 2005
distribution date, the pool's aggregate certificate balance has
decreased 79.3% to $56.8 million from $334.2 million at issuance.
There is one 30-day delinquent loan but no loans in special
servicing.  None of the loans have lockout provisions and as such
the deal is expected to continue to pay down.  Currently, 98%
matures in 2008.


SAVVIS COMMS: March 31 Balance Sheet Upside-Down by $84.7 Million
-----------------------------------------------------------------
SAVVIS Communications Corporation (NASDAQ:SVVS), a leading global
IT utility, reported that revenue for the first quarter of 2005
totaled $162.2 million, up 50% from $108.1 million in the first
quarter of 2004.  Results for the 2004 quarter included one month
of revenue attributable to the Cable & Wireless America operations
acquired in March 2004.  Compared to the fourth quarter of 2004,
revenue decreased 2%, in line with company guidance, as growth in
core Hosting and Managed IP VPN revenue was offset by anticipated
declines in revenue from SAVVIS' two largest customers and from
unmanaged bandwidth, reported in Other Network Services.

SAVVIS' gross profit for the first quarter of 2005 grew 77%, to
$53.1 million from $29.9 million in the first quarter of 2004.
Sequentially, gross profit declined from $55.4 million in the
fourth quarter of 2004.  As a percentage of revenue, gross profit
was 33% in the current quarter, up from 28% in the first quarter
of 2004 and unchanged from the fourth quarter of 2004.

SAVVIS' consolidated net loss for the current quarter was $20.9
million, an improvement of $13.3 million from the same quarter
last year and an improvement of $0.8 million from the prior
quarter.  The first-quarter 2005 loss included $2.1 million of
integration costs specifically related to the integration of CWA
operations, compared to $1.9 million in the fourth quarter and
$4.9 million in the first quarter of 2004.  Adjusted EBITDA of
$15.7 million increased $18.3 million, from negative Adjusted
EBITDA of $2.6 million a year earlier, and decreased from $18.4
million in the fourth quarter 2004, which, as previously reported,
included approximately $4.9 million of non-recurring benefits.

Operating cash flow was $10.0 million in the first quarter, an
increase of $7.5 million from a year earlier and $1.7 million from
the prior quarter.  First quarter 2005 operating cash flow
included cash payments of $3.3 million for acquisition and
integration costs, compared to payments of $1.0 million for those
costs in the first quarter 2004 and $5.6 million in the fourth
quarter.  SAVVIS' cash position at March 31, 2005, was $50.3
million, down from $55.4 million at December 31, 2004, as cash
capital expenditures of $14.1 million offset the positive
operating cash flow.

Rob McCormick, SAVVIS' chairman and chief executive officer, said,
"We're off to a solid start in 2005, with Adjusted EBITDA
improvement of $30.3 million from pro forma Adjusted EBITDA of
negative $14.6 million a year ago, continued growth in our core
Managed IP VPN and Hosting revenue, and excellent sales success in
the quarter.  Our focus today is on successfully executing our
business strategy by demonstrating the value of our industry-
leading virtualized utility services in the market, and continuing
to grow our core revenue and Adjusted EBITDA, which we view as an
important driver of stockholder value."

In reporting its financial results for the first quarter of 2004,
SAVVIS prepared information in two categories to assist investors   
in analyzing the company's performance:

    -- "Reported" results are in accordance with U.S. generally
       accepted accounting principles (GAAP).

    -- "Pro forma" results present the combined results of
       operations of the existing SAVVIS business and CWA as if
       the acquisition had occurred as of January 1, 2004, after
       giving effect to certain adjustments, including
       depreciation, accretion, interest, the issuance of Series B
       Convertible Preferred Stock and the issuance of additional
       debt.

SAVVIS believes that providing pro-forma financial information
assists investors and others in comparing financial trends of
ongoing business activities.

Total revenue for the first quarter increased 50% year-over-year,
driven by revenue associated with the CWA assets acquired in March
2004 and growth in Managed IP VPN and Hosting revenue.
Sequentially, revenue declined 2% from the fourth quarter of 2004,
primarily reflecting anticipated declines in revenue from SAVVIS'
two largest customers and pricing pressure in the wholesale
services market, consistent with previous company announcements.
Growth in Managed IP VPN revenue, up 6% sequentially, and in
Hosting revenue, up 3% sequentially, offset much of the decline.
Digital Content Management revenue was $9.6 million in the
quarter, down $2.1 million from the fourth quarter, primarily due
to a decrease in usage from a single customer.

Diversified Revenue, defined as revenue from all customers except
Reuters and Telerate, represented 84% of total revenue in the
first quarter, up from 83% in the fourth quarter 2004 and from 71%
in the first quarter of 2004.

Gross profit, defined as total revenue less data communications
and operations expenses, was $53.1 million in the current quarter,
compared to $29.9 million in the first quarter of 2004 and $55.4
million in the fourth quarter of 2004.  As a percentage of
revenues, gross profit was 33% in the current quarter, up from 28%
in the first quarter of 2004 and unchanged from the fourth quarter
of 2004.

Sales, general, and administrative expenses ("SG&A") for the
quarter were $37.4 million as compared to $32.5 million for the
same period last year and $37.0 million in the fourth quarter of
2004.  As a percentage of revenue, SG&A was 23% in the current
quarter, down from 30% of revenue in the same quarter of 2004 and
up slightly from 22% in the fourth quarter of 2004.

                     Balance Sheet and Cash Flow

Net cash provided by operating activities in the first quarter
2005 was $10.0 million, compared to $2.5 million a year ago and
$8.3 million in the fourth quarter of 2004.  Operating cash flow
included cash payments of $3.3 million of acquisition and
integration-related costs to realize synergies in the first
quarter 2005, $1.0 million in the first quarter 2004, and $5.6
million in the fourth quarter 2004.  The balance sheet and cash
position remain in line with management expectations, with $50.3
million in cash at March 31, 2005, and Days Sales Outstanding
("DSO") below 30 days.

                          Financial Outlook

Chief Financial Officer Jeff Von Deylen commented, "Solid revenue
and Adjusted EBITDA performance in the first quarter was at the
high end of our guidance, so we are refining our outlook for 2005,
to an expectation of revenue in a range of $640-660 million and
Adjusted EBITDA in a range of $55-65 million.  Core Managed IP VPN
and Hosting revenue now constitute 59% of total revenue at SAVVIS,
continuing the trend of higher revenue contribution from higher-
margin, value-added services where SAVVIS truly differentiates
itself in the market.  Additionally, we achieved strong operating
cash flow in the quarter of $10.0 million and maintained a gross
margin of 33%, testifying to the growing strength of our operating
model."

Based on current information, SAVVIS management's expectations for
2005 financial results include:

    -- Double-digit year-over-year growth in Hosting and Managed
       IP VPN revenue;

    -- Lower revenue from Reuters and Telerate, contributing 13-
       15% of total annual revenue;

    -- Total revenue in a range of $640-660 million;

    -- Adjusted EBITDA in a range of $55-65 million;

    -- Positive operating cash flow;

    -- Cash capital expenditures in a range of $40-45 million;

    -- Cash debt service payments of approximately $15-16 million;
       and

    -- Cash payments for integration-related costs of $8-12
       million.

                     Operational Highlights

    -- Installed new business generating approximately $39 million
       of annualized revenue; backlog of approximately $30
       million.

    -- Rapid commercial adoption of virtualized utility services
       platform, deploying more than 800 virtual firewalls, more
       than 420 virtual servers, and more than 120 terabytes of
       virtualized storage.

    -- New customers signed include enterprises such as:

         * Campmor;
         * G2 Switchworks;
         * Keenan and Associates;
         * Mayer, Browne, Rowe & Maw;
         * Progress Interactive;
         * whitbybird Ltd.; and
         * others to come.

    -- SAVVIS expanded relationships with existing customers
       including:

         * Ascent Media Group;
         * GoldenSource Corporation;
         * Gray Hawk Systems;
         * True Advantage; and
         * others to come.

                       About the Company

SAVVIS Communications (NASDAQ:SVVS) is a leading global IT utility
services provider that delivers secure, reliable, and scalable
hosting, network, and application services.  SAVVIS' strategic
approach combines the use of virtualization technology, a utility
services model, and automated software management and provisioning
systems.  SAVVIS solutions enable customers to focus on their core
business while SAVVIS ensures the quality of their IT
infrastructure.  With an IT services platform that extends to 47
countries, SAVVIS is one of the worlds' largest providers of IP
computing services.  For more information about SAVVIS, visit
http://www.savvis.net/

At Mar. 31, 2005, SAVVIS Communications Corporation's balance
sheet showed an $84,715,000 stockholders' deficit, compared to a
$63,941,000 deficit at Dec. 31, 2004.


SECURITIZED ASSET: Moody's Assigns Ba1 Rating to Class B-4 Certs.
-----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by Securitized Asset Backed Receivables
LLC Trust 2004-EC1 and ratings ranging from Aa1 to Ba1 to the
mezzanine and subordinate certificates in the deal.

The securitization is backed by Encore Credit Corp originated
adjustable-rate (84.38%) and fixed-rate (15.62%) sub-prime
mortgage loans.  The ratings are based primarily on the credit
quality of the loans and on the protection from subordination,
overcollateralization -- OC, and excess spread.  The credit
enhancement requirements reflect some benefit for due diligence
performed on the collateral.  The loans backing this deal are in
line with other recent securitizations of this type of collateral
from this originator.

Countrywide Home Loans Servicing LP will service the loans.
Moody's has assigned its top servicer quality rating to
Countrywide for primary servicing of subprime loans.

The complete rating actions are:

Issuer:     Securitized Asset Backed Receivables LLC Trust
            2005-EC1

Securities: Mortgage Pass-Through Certificates, Series 2005-EC1

   * Class A-1A, rated Aaa
   * Class A-1B, rated Aaa
   * Class A-2A, rated Aaa
   * Class A-2B, rated Aaa
   * Class A-2C, rated Aaa
   * Class M-1, rated Aa1
   * Class M-2, rated Aa2
   * Class M-3, rated A2
   * Class M-4, rated A3
   * Class B-1, rated Baa1
   * Class B-2, rated Baa2
   * Class B-3, rated Baa3
   * Class B-4, rated Ba1


SERVICE CORP: Moody's Says Liquidity is Good Despite Cash Decline
-----------------------------------------------------------------
Moody's Investors Service downgraded the speculative grade
liquidity rating of Service Corporation International from SGL-1
to SGL-2.  The downgrade reflects the projected decline in cash
and cash equivalent balances due to Moody's expectation of likely
share buybacks and a projected tightening of covenant cushions
under the company's revolving credit facility.  The SGL-2 rating
however reflects a good liquidity profile, with cash and cash
equivalents on hand and projected cash flow from operating
activities expected to exceed anticipated capital spending, debt
maturities, dividends and funding of anticipated share buybacks in
the next twelve months.

The company's balance of cash and cash equivalents was about
$288 million at December 31, 2004 and Moody's expects the company
to generate cash flow from operations of over $200 million in the
next twelve months.  The company's expected cash needs in the
next twelve months include capital expenditure requirements of
$110 million, debt maturities of $85 million, common stock
dividends of $30 million, and anticipated share buybacks.  As of
March 31, 2005, the remaining dollar value of shares that may be
repurchased under the company's share repurchase program was about
$86 million although Moody's believes the company will likely
expand the program in 2005.  Moody's expects debt levels to remain
in the $1.2 billion range, while cash and cash equivalent balances
will decline from current levels as the company implements share
buybacks and considers acquisitions.

Additional liquidity support comes from the company's $200 million
secured revolver maturing in August 2007.  As of December 31,
2004, there were no outstanding borrowings under the facility but
availability was reduced by $67 million of outstanding letters of
credit.  No borrowings under the revolver are expected in the next
twelve months.  However, depending upon cash balance levels,
availability under the revolver may be limited by the net leverage
covenant later in 2005.

The covenants under the revolving credit facility include a
maximum net leverage limit and minimum interest coverage
requirement.  The credit agreement provides for a maximum net
leverage limit of 4 times during the first and second quarter of
2005 and 3.5 times during the third and fourth quarter of 2005.  
The credit agreement provides for a minimum interest coverage
requirement of 3.25 times during the first three quarters of 2005
and 3.5 times during the fourth quarter of 2005.  Although Moody's
expects the company to be in compliance with these covenants
during 2005, projected cushion levels have declined.

The SGL rating will be sensitive to the level of cash and
equivalents maintained by the company, the ability of the company
to maintain a sustainable level of free cash flow from operations
and the degree of covenant cushion under the revolving credit
facility.

Service Corp., headquartered in Houston, Texas, is the largest
provider of funeral and cemetery services in North America.  
Revenues for the year ended December 31, 2004, was about
$1.9 billion.  It has a senior implied rating of Ba3 and a stable
outlook.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2004,
Moody's Investors Service upgraded all the credit ratings of
Service Corporation International and changed the company's
outlook to stable from positive.  

Moody's upgraded these ratings:

   * $250 million 6.75% senior unsecured notes, due 2016, upgraded
     to Ba3 from B1

   * $143.5 million 6.875% senior unsecured notes, due 2007,
     upgraded to Ba3 from B1;

   * $150 million 7.2% senior unsecured notes, due 2006, upgraded
     to Ba3 from B1;

   * $358.3 million 7.7% senior unsecured notes, due 2009,
     upgraded to Ba3 from B1;

   * $195 million 6.5% senior unsecured notes, due 2008, upgraded
     to Ba3 from B1;

   * $55.6 million 7.875% senior unsecured debentures, due 2013,
     upgraded to Ba3 from B1;

   * $63.8 million 6% senior unsecured notes, due 2005, upgraded
     to Ba3 from B1;

   * $51 million 8.375% senior unsecured notes, due 2004, upgraded
     to Ba3 from B1;

   * Senior unsecured shelf registration, upgraded to (P)Ba3 from
     (P)B1;

   * Senior Subordinated, Subordinated, and Junior Subordinated
     shelf registrations, upgraded to (P) B2 from (P)B3;

   * Senior Implied, upgraded to Ba3 from B1;

   * Senior Unsecured Issuer, upgraded to Ba3 from B1;

   * Speculative Grade Liquidity Rating, upgraded to SGL-1 from
     SGL-2.

The ratings outlook has been changed to stable from positive.


SMC HOLDINGS: Brings-In Shearman & Sterling as Co-Counsel
---------------------------------------------------------
SMC Holdings Corp. and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to retain Shearman & Sterling LLP as co-counsel to
Richards, Layton & Finger, P.A., for representation in their
chapter 11 restructuring.

Shearman has been the Debtors long-term counsel prior to the
filing of the chapter 11 cases.  Because of the prepetition work
Shearman did for the Debtors, the Firm is well-versed with the
Debtors' businesses and general legal affairs.  Shearman will
coordinate its efforts with Richards Layton to avoid duplication
of services.

Specifically, Shearman & Sterling will:

   a) provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession;

   b) pursue confirmation of the Plan and approval of the
      Disclosure Statement;

   c) prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports, and other legal papers;

   d) appear in Court to protect the interests of the Debtors; and

   e) perform all othe legal services for the Debtors, which may
      be necessary and proper in there proceedings.

Douglas P. Bartner, Esq., a member at Shearman & Sterling,
discloses his firm received approximately $1,207,400 from the
Debtors for prepetition services and in anticipation of expenses
to be incurred in the restructuring of SMC.

Shearman & Sterling professionals' rates are:

         Designation                    Rate
         -----------                    ----
         Partner                    $575 - $750
         Counsel/Associates         $235 - $600  
         Legal Assistants           $ 95 - $195

To the best of the Debtors' knowledge, Shearman & Sterling is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in St. Paul, Minnesota, SMC Holdings Corporation
-- http://www.smartecarte.com/-- provide baggage cart, locker and  
stroller services at airports, train stations, bus terminals,
shopping centers, ski resorts and entertainment facilities around
the world.  The Debtors and its four debtor-affiliates each filed
separated chapter 11 petitions on February 10, 2005 (Bankr. D.
Del. Case No. 05-10395).  When the Debtors filed for protection
from their creditors, they estimated assets and debts of more $100
million.


SMC HOLDINGS: Hires Richards Layton as Bankruptcy Co-Counsel
------------------------------------------------------------
SMC Holdings Corp. and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Richards, Layton & Finger, P.A. as co-counsel
to Shearman & Sterling LLP during the Debtors chapter 11 cases.

The Debtors require the professional services of Richards Layton
because of its expertise in the field of bankruptcy.  The Debtors
also need attorneys who are practicing in Delaware and can be
present at Court when emergency hearings are required.  Richards
Layton will coordinate with Shearman & Sterling to avoid
duplication of services.

In particular, Richards Layton will:

   a) advise the Debtors of their rights, powers and duties as
      debtors-in-possession;

   b) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of objections
      to claims filed against the estates;

   c) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports and papers in
      connection with the administration of the estates; and

   d) perform all other necessary legal services in connection
      with the chapter 11 cases.

Mark D. Collins, Esq., a director at Richards Layton discloses
that his Firm received a $100,000 retainer from SMC.  
Professionals who will represent the Debtors and their hourly
rates:

         Professional              Rate
         ------------              ----
         Mark D. Collins           $485
         Michael J. Merchant       $305
         Jason M. Madron           $220
         Amy L. Rude               $140

To the best of the Debtors' knowledge, Richards Layton doesn't
hold any interest materially adverse to the Debtors and their
estates.

Headquartered in St. Paul, Minnesota, SMC Holdings Corporation
-- http://www.smartecarte.com/-- provide baggage cart, locker and  
stroller services at airports, train stations, bus terminals,
shopping centers, ski resorts and entertainment facilities around
the world.  The Debtors and its four debtor-affiliates each filed
separated chapter 11 petitions on February 10, 2005 (Bankr. D.
Del. Case No. 05-10395).  When the Debtors filed for protection
from their creditors, they estimated assets and debts of more $100
million.


SOLECTRON CORP: Redeeming $500 Million 9.625% Senior Notes
----------------------------------------------------------
Solectron Corporation (NYSE:SLR) has called for redemption on
May 20, 2005, all of its 9.625 percent senior notes due 2009.
There is $500 million aggregate principal amount of the notes
outstanding.

The notes will be redeemed at a total redemption price equal to
the greater of (1) 104.813 percent of the principal amount of the
notes, plus accrued and unpaid interest, and (2) a make-whole
premium on the notes, plus, to the extent not included in the
make-whole premium, accrued and unpaid interest to, but not
including, the date of redemption.

Under the terms of the indenture governing the notes, the
make-whole premium with respect to the notes is the sum of the
present values of the remaining scheduled payments of interest,
principal and premium thereon as if the notes were redeemed on
Feb. 15, 2006, discounted to the date of redemption on a
semiannual basis at the treasury rate plus 50 basis points.  All
notes will be automatically redeemed on May 20, 2005, after which
interest will cease to accrue.

The company has reported cash flow from operations in the six
months ended Feb. 25, 2005, of approximately $477 million and
currently has a total cash balance of approximately $1.96 billion.  
The company is applying some of its liquidity to the redemption in
order to eliminate the interest expense of the notes.

A notice of redemption and a letter of transmittal (which may be
used to surrender notes for redemption) are being mailed to all
registered holders of the notes.  Copies of the notice of
redemption and the letter of transmittal may be obtained from the
conversion and redemption agent, U.S. Bank, National Association,
by calling Paula Oswald at 213-615-6043.

Solectron Corporation -- http://www.solectron.com/-- provides a   
full range of worldwide manufacturing and integrated supply chain
services to the world's premier high-tech electronics companies.
Solectron's offerings include new-product design and introduction
services, materials management, product manufacturing, and product
warranty and end-of-life support.  The company is based in
Milpitas, California, and had sales from continuing operations of
$11.64 billion in fiscal 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2005,
Fitch Ratings affirmed Solectron Corporation's debt ratings:

   -- 'BB-' senior unsecured debt;
   -- 'BB+' senior secured bank credit facility;
   -- 'B' subordinated debt.

Fitch says the Rating Outlook is Stable.  Approximately
$1.2 billion of debt is affected by Fitch's action.


SPIEGEL INC: Court Nixes J.P. Morgan's Transaction Fee Claim
------------------------------------------------------------
Before filing for bankruptcy, Spiegel, Inc., and its debtor-
affiliates operated several businesses, including retail clothing
stores and First Consumers National Bank.  FCNB issued traditional
Visa, Mastercard and private label credit cards, which were used
by consumers at Spiegel's Merchant Companies.  By 2002, Spiegel
decided to sell its credit card businesses and retained J.P.
Morgan Securities, Inc., to help market and sell those FCNB-
operated businesses.

On February 20, 2002, Spiegel and J.P. Morgan entered into an
Engagement Letter, pursuant to which J.P. Morgan would act as a
financial advisor to Spiegel in connection with a possible
transaction with a purchaser.  The event or events that would
trigger a possible transaction and entitlement to compensation
are specifically defined in the J.P. Morgan Engagement Letter.

                        FCNB's Liquidation

By the Spring of 2002, the Comptroller of the Currency of the
United States of America concluded an investigation into FCNB's
affairs and executed a stipulation and consent order obligating
FCNB to "cease and desist any and all transactions with any and
all affiliates, (with limited exceptions)."  The Consent Decree
mandated that FCNB be sold, merged or liquidated.

Since FCNB was rendered a non-entity, it chose liquidation in
lieu of a sale.  Liquidation appeared to be the most practical
choice given the fact that upon execution of the Consent Decree,
FCNB could no longer securitize its credit card receivables
resulting in a loss in liquidity for Spiegel, and the Merchant
companies were not getting reimbursed for credit card sales, so
they stopped honoring the credit cards.  

On March 18, 2003, the Court authorized the Debtors to reject the
private label credit card agreements with FCNB.  By the Spring of
2003, Spiegel entered into an agreement with World Financial
Network National Bank to replace FCNB and administer new private
label credit cards for use at the Merchant Companies.  The
liquidation plan for FCNB was also approved by the Court and a
liquidating agent was appointed in May 2003.

          J.P. Morgan's Claim and the Debtors' Objection

On September 23, 2003, J.P. Morgan Securities, Inc., filed
Claim No. 2192 for $3,528,995.

Spiegel and J.P. Morgan do not dispute the fact that they entered
into an Engagement Letter and that the firm received $500,000
from Spiegel in engagement and retainer fees.  The parties
acknowledge that the principal issue in dispute is whether J.P.
Morgan rendered any services to Spiegel that would give rise to
payment of a "Transaction Fee" as that term is defined in the
Engagement Letter.

In an objection filed with the Court, the Debtors assert that
J.P. Morgan is not entitled to a Transaction Fee because:

   (1) J.P. Morgan failed to "complete a transaction" as
       contemplated by the Engagement Letter;

   (2) J.P. Morgan failed to "consummate a sale" of the credit
       card businesses;

   (3) the World Financial agreements "were not sale agreements"
       as contemplated under the Engagement Letter;

   (4) the "operating agreements" between the Debtors and World
       Financial did not involve a sale of a material portion of
       the Debtors' assets as contemplated by the term "Operating
       Agreements"; and

   (5) J.P. Morgan has not met its burden of showing that its
       claim is valid under Section 502 of the Bankruptcy Code.

In response to the Debtors' Objection, J.P. Morgan asserts that:

   -- it was retained to assist the Debtors in finding a
      purchaser for some or all of the credit card businesses,
      including any person who would agree to originate credit
      card assets for Spiegel;

   -- its services were fully rendered, it presented a candidate
      and presented terms;

   -- the Engagement Letter provided that any of at least four
      different kinds of corporate transaction could qualify as
      a Transaction, including an agreement with respect to the
      future origination of credit card receivables;

   -- it would have earned a Transaction Fee if a transaction
      were to have closed with a purchaser during the period
      beginning November 1, 2001, and ending 18 months after the
      termination of the Engagement Letter; and

   -- the sale of Assets was not a pre-requisite to a
      transaction.

Moreover, J.P Morgan contends that it performed extensive due
diligence and approached a number of potential purchasers,
including World Financial, and participated in negotiations
between the Debtors and World Financial.

                       Court Favors Debtors

The Court notes that claim objections are fact-sensitive and the
parties rely primarily on the language of the contract, rather
than case law to substantiate their arguments.  While it is not
the Court's role to interpret or reform contracts, the Court says
it is required to consider the language of the contract as it
relates to the obligations of the parties that arise.

Reducing the Engagement Letter to its essential terms, the Court
says a transaction giving rise to a transaction fee under the
Engagement Letter arises if one of these events occurs:

   (i) a merger, consolidation, material joint venture or other
       business combination;

  (ii) an acquisition of a material portion of the capital stock
       of the business;

(iii) an acquisition of a material portion of the assets,
       properties and businesses by purchase, lease, license,
       exchange, joint venture, or agreement, with respect to the
       future origination of credit card assets; or

  (iv) a spin-off or split-off.

The Court finds that all four definitions of possible
transactions require some type of sale, and even the highly
contested language under the third definition contemplates a
sale.  If the "Operating Agreement" were to be considered
"outside of the scope of an acquisition or sale," it could have
been delineated as a separate line item.  The Court maintains
that the term "transaction" in the third definition should be
read in its entirety.

Furthermore, the Court finds that J.P. Morgan failed to meet its
burden with respect to its claim against the Debtors.  J.P.
Morgan was employed to help Spiegel consummate a sale, however,
since the firm's actions did not conform to the definition of
aiding a "transaction," it is, therefore, not entitled to a
Transaction Fee.

Accordingly, the Court sustains the Debtors' Objection and
disallows J.P. Morgan's Claim No. 2192 in its entirety.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general   
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPIEGEL INC: Taps Houlihan Lokey to Value Trademark & Trade Name
----------------------------------------------------------------
Miller Buckfire Ying & Co., LLC, the Spiegel, Inc., and its
debtor-affiliates' financial advisor and investment banker,
contacted 12 major financial institutions to solicit proposals for
a $300 million credit facility.  Miller Buckfire distributed
certain information regarding the Eddie Bauer business to the
prospective financing sources and answered related preliminary
questions.  Based on indicative proposals and Miller Buckfire's
recommendations, the Debtors selected GE Corporate Financial
Services, Inc., Credit Suisse First Boston LLC, and JPMorgan Chase
Bank or their affiliates to finalize due diligence for the Senior
Debt Facility.

In March 2005, the U.S. Bankruptcy Court for the Southern District
of New York authorized the Debtors to enter into and perform under
work fee letters with the Prospective Lenders.  The Prospective
Lenders will simultaneously complete data room and on-site
diligence.

Marc B. Hankin, Esq., at Shearman & Sterling LLP, in New York,
informs the Court that the Prospective Lenders require an
estimate of the fair market value of the Eddie Bauer(R)
trademarks and the trade names owned by Eddie Bauer because the
Eddie Bauer Trademarks, among other assets, will serve as
collateral under the Senior Debt Facility.

In that regard, the Debtors determine that it would be more cost
effective for them to hire a respected firm that provides
valuation services to prepare a written report expressing
conclusions on the aggregate fair market value of the Eddie Bauer
Trademarks than for each of the Prospective Lenders to obtain a
report from their financial advisors.

By this application, the Debtors seek the Court's authority to
employ Houlihan Lokey Howard & Zukin Financial Advisors, Inc., as
their trademark and trade name valuation servicer.

Houlihan Lokey is a specialty investment banking firm providing
valuation, financial restructuring, and investment banking
services and has operated throughout the United States since
1970.  Mr. Hankin tells the Court that Houlihan Lokey has one of
the most active financial restructuring groups in the nation and
has provided financial advisory services to debtors, bondholders,
committees, and other entities in numerous Chapter 11 cases.

The Debtors contend that the valuation analysis to be performed
by Houlihan Lokey is an essential step in obtaining their Senior
Debt Facility contemplated by the Plan.

The Debtors intend to pay Houlihan Lokey a $65,000 fixed fee for
the preparation of the Report.  The Debtors propose to pay
$30,000 on approval of the employment and the balance on the
submission of periodic billings from the firm.

The Debtors further seek the Court's authority to reimburse
Houlihan Lokey for all necessary out-of-pocket expenses incurred
in preparation of the Report and the reasonable fees and expenses
of legal counsel retained by the firm.  The Debtors expect those
expenses to be reasonably modest.  For any legal fees and
expenses in excess of $10,000, Houlihan Lokey will obtain and
provide the Court with time records of its legal counsel in
support of those fees and expenses.

Gary Finger, Houlihan Lokey's director, attests that the firm
does not hold or represent any interest adverse to the Debtors'
estates and is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general   
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPORTS CLUB: Reporting Delays Prompt AMEX Delisting Notice
-------------------------------------0--------------------
The American Stock Exchange notified The Sports Club Company, Inc.
(AMEX:SCY) that it had not met certain of the Exchange's continued
listing standards as set forth in the Exchange's Company Guide.  
Specifically, the Exchange noted that the Company's failure to
timely file its Form 10-K for the fiscal year ended December 31,
2004, was a violation of Sections 134, 1101 and 1003(d).  In order
to maintain listing of the Company's Common Stock, $0.01 par
value, on the Exchange, the Company must submit a plan by May 4,
2005, advising the Exchange of the action the Company has taken,
or will take, that would bring it into compliance with the
applicable listing standards on or before June 15, 2005.

If the Exchange accepts the plan, the Company will remain listed
during the plan period but will be subject to review by the
Exchange to determine whether the Company is making progress
consistent with the plan.  If the Exchange does not accept the
Company's plan, or if the plan is accepted but the Company is not
in compliance with the continued listing standards as set forth in
Sections 134, 1101 and 1003(d) by June 15, 2005, or does not make
progress consistent with the plan during such period, the Exchange
may initiate delisting proceedings with respect to the Common
Stock.

Further, the Exchange had notified the Company on Sept. 13, 2004,
that it did not meet certain other of the Exchange's continued
listing standards.  Specifically, the Exchange noted that:

    (1) the Company's stockholders' equity is less than
        $2 million, and the Company has reported net losses in two
        of the its most recent fiscal years, in violation of
        Section 1003(a)(i);

    (2) the Company's stockholders' equity is less than  
        $4 million, and the Company has sustained losses in three
        of its four most recent fiscal years, in violation of
        Section 1003(a)(ii); and

    (3) the Company has sustained losses which are so substantial
        in relation to the Company's overall operations or its
        existing financial resources, or the Company's financial
        condition has become so impaired, that it appears
        questionable, in the opinion of the Exchange, whether the
        Company will be able to continue operations or meet its
        obligations as they mature, in violation of Section
        1003(a)(iv).

The Exchange has afforded the Company an 18-month period (ending
March 13, 2006) in which to regain compliance with these specific
listing requirements.

Therefore, even if the Company satisfies the plan and regains
compliance with Sections 134, 1101 and 1003(d) by June 15, 2005,
it will not be relieved of its obligations to regain compliance
with Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iv) by March 13,
2006.  Failure to gain compliance may subject the Company to
delisting procedures.

                      About the Company

The Sports Club Company, based in Los Angeles, California, owns
and operates luxury sports and fitness complexes nationwide under
the brand name "The Sports Club/LA."

                     Going Concern Doubt

In its Form 10-Q for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, The Sports Club
Company said it has experienced net losses of $22.7 million and
$18.4 million during the years ended December 31, 2002 and 2003,
respectively.  The Company has also experienced net cash flows
used in operating activities of $4.4 million and $3.5 million
during the years ended December 31, 2002 and 2003, respectively.
Additionally, the Company is expected to incur a significant loss
and net cash flows used in operating activities during the year
ending December 31, 2004.  The Company has had to raise funds
through the offering of equity securities in order to make
interest payments due on its Senior Secured Notes.  These factors
raise doubt about the Company's ability to continue as a going
concern.


STELCO INC: Agrees to Treat Tricap as USWA's Financial Advisor
--------------------------------------------------------------
Stelco Inc. (TSX:STE) reached an agreement with the USWA on the
next steps in the Company's capital raising process and
restructuring.  The agreement was submitted to and approved by the
Superior Court of Justice (Ontario).

Under the agreement, the parties agreed that Tricap Management
Limited will be treated as a financial advisor to the USWA.

Other terms of the agreement provide assurances, guidelines and
timelines regarding the discussions and actions to be conducted by
both parties in the coming weeks.

Courtney Pratt, Stelco's President and Chief Executive Officer,
said, "We're very pleased to have concluded this agreement with
the USWA.  It provides a clear framework within which we can work
together and with other stakeholders.  This will enable us all to
focus on achieving our shared goal - the successful outcome of our
restructuring process.

"The Court-appointed Monitor and the Government of Ontario made
strong contributions in helping us find common ground and conclude
this agreement.  "We'll now proceed to, among other things,
develop a plan outline that can be brought before the Court and
that will provide a focus for further discussion.  The nature of
that outline, which we will have by May 12, 2005, will be based on
the sources of capital that Stelco and its advisors believe are
available to the Company."

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.


SUSQUEHANNA MEDIA: Possible Sale Prompts S&P to Watch Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Susquehanna Media Co., including the 'BB-' corporate credit
rating, on CreditWatch with negative implications, following the
company's recent announcement that its parent company is exploring
the potential sale of Susquehanna Media's businesses.  The York,
Pennsylvania-based radio and cable system operator had $584
million in debt and debt-like preferred stock at Dec. 31, 2004.

"The CreditWatch listing is based on concerns that Susquehanna
Media's debt or leverage could be increased by a potential buyer
to help finance the purchase of the company, or that its operating
and cash flow diversity could be reduced by the breakup of its two
main businesses or sale of some of its assets," said Standard &
Poor's credit analyst Steve Wilkinson.

A split of the radio and cable businesses is viewed as likely,
given that these assets are not operationally integrated and are
likely to appeal to different potential buyers.  In resolving the
CreditWatch listing, Standard & Poor's will evaluate the business
diversity, capital structure, and strategic focus and competitive
positioning of any surviving entity.  The rating could be
negatively affected by an increase in debt or debt to EBITDA, or
reduced operating and cash flow diversity.


TECO ENERGY: Earns $32.7 Million of Net Income in First Quarter
---------------------------------------------------------------
TECO Energy, Inc. (NYSE: TE) reported first quarter net income of
$32.7 million, compared to net income of $2.5 million in the first
quarter of 2004.  The first quarter net income from continuing
operations was $51.5 million, compared to net income from
continuing operations of $31.7 million for the same period in
2004.  Discontinued operations in the quarter primarily reflect
the operating results from the Union and Gila River power stations
and the recently sold Commonwealth Chesapeake Power Station.  The
number of common shares outstanding was 9% higher for the quarter
than it was for the same period in 2004, primarily due to the
common shares issued in the settlement of the 9.5% adjustable
conversion-rate equity security units.

Chairman and CEO Sherrill Hudson said, "Our first quarter results
get us off to a great start on our stated objectives for the year.
Our strong earnings are a solid foundation for our businesses'
performance going forward.  The recent progress on the transfer of
the Union and Gila River power stations and our closed sale of
Commonwealth Chesapeake further reduce our already minimized
merchant power risk."

"Our Florida utilities continued to have strong customer growth,
TECO Coal enjoyed strong selling prices and TECO Transport
benefited from strong markets and improved operating performance,"
added Ms. Hudson.
   
                        Segment Reporting

Effective with the first quarter results, TECO Energy's segment
reporting has been revised to separately report the results of
TECO Guatemala, which includes the results for the San Jose and
Alborada power stations and the 24% ownership interest in EEGSA,
Guatemala's largest distribution utility. The results for these
operations were previously reported in the "Other unregulated"
segment. Following the sales of the larger energy services
businesses, which were previously reported in the "Other
unregulated" segment, the remaining small operations of TECO
Solutions are now reported in the Parent/other results. Following
the sales of the merchant power assets, the current-period TWG
Merchant segment includes only the results for the uncompleted
Dell and McAdams power stations and the costs associated with TWG
Merchant parent. Prior periods also include the results for the
ownership interest in the Texas Independent Energy (TIE) projects.

Tampa Electric

Tampa Electric's net income for the first quarter was $22.0
million, compared to $23.9 million for the same period in 2004.
Results in 2005 reflect good customer growth, offset by milder
weather than in 2004, higher depreciation expense from normal
plant additions and a full quarter of Bayside Unit 2 depreciation.
Operations and maintenance expenses were unchanged from 2004.
There were no earnings in 2005 from the equity component of AFUDC
(which represents allowed equity cost capitalized to construction
costs), which was a decrease of $0.7 million from the 2004 period,
due to the completion of the Gannon/Bayside repowering project in
January 2004. Results in 2005 also reflect a $3.8 million
reduction in pretax income due to the Florida Public Service
Commission's decision in the third quarter of 2004 to disallow
recovery of a portion of Tampa Electric's waterborne solid fuel
transportation costs.

Retail energy sales decreased almost 1% compared to the first
quarter of 2004 as average customer growth of 2.1% was partially
offset by mild weather, lower sales to weather-sensitive
residential customers and lower sales to industrial-phosphate
customers. Total heating and cooling degree-days for the Tampa
area in the quarter were almost 15% below normal and 10% below
2004 levels.

Peoples Gas

Peoples Gas System reported net income of $12.8 million for the
quarter, unchanged from the same period in 2004. Quarterly results
reflected customer growth of 4.2% and higher therm sales to
residential and commercial customers. Residential therm sales
growth was limited by the mild weather early in the quarter.
Peoples Gas is sensitive to heating degree days during the winter
months, and statewide heating degree days for the period were
above normal but below 2004 levels. Strong sales to commercial
customers reflected growth in the Florida economy and high levels
of tourism, which affect commercial sales to hotels and
restaurants. Sales of low-margin transportation service for
interruptible customers declined due to high gas prices.

TECO Coal

TECO Coal reported net income of $27.5 million on total sales of
2.3 million tons, compared to $15.4 million reported in the same
period in 2004 on a similar level of sales. Synfuel sales, which
are included in the total sales, were 1.6 million tons in both
years. Results for the quarter reflect an average net selling
price per ton almost 40% higher and average cash cost of sales,
excluding synfuel costs, more than 10% higher than 2004. Results
also include a $1.9 million pretax benefit as a result of the
final adjustment to the calculation of the 2004 Section 29 tax
credit rate by the Internal Revenue Service to $1.13 per million
BTU, a $0.7 million after-tax mark-to-market gain on hedges placed
to protect the synfuel benefits against rising oil prices, and an
increased percentage of synfuel tax credits utilized by the third
parties with membership interests in TECO Synfuel Holdings, LLC,
as described below. These benefits were partially offset by a $2.4
million negative adjustment to deferred tax assets, due to a
reduction in the Kentucky state income tax rate.

TECO Synfuel Holdings, LLC, had previously sold 90% of its
membership interest to two third parties, along with associated
percentage rights to benefits in the business that adjust from
time to time. Allocation of the benefits increased 8% in the first
quarter such that 98% of the benefits went to the third parties.
Under these transactions, TECO Coal is paid to provide feedstock,
operate the synthetic fuel production facilities and sell the
output while the purchasers have the risks and rewards of
ownership, including being allocated 98% of the tax credits and
operating costs. Due to TECO Energy's anticipated 2005 tax
position and inability to record Section 29 tax credits to its
account, this allocation decreases the operating loss and
increases earnings and cash flow to TECO Coal. The third-party
ownership structure of the synthetic fuel production facilities
retains TECO Coal as the operator and decreases overall earnings
per ton but increases cash generation per ton. The allocation of
the additional 8% of the rights to the benefits is expected to
continue until the end of the second quarter and then the absolute
benefits received by the current third parties are scheduled to
revert to 90%.

TECO Transport

TECO Transport recorded first quarter net income of $4.1 million,
compared to $1.9 million, excluding $0.8 million of valuation
adjustments on oceangoing equipment, in the same period in 2004.
These results reflect higher river barge rates and increased
northbound shipments at TECO Barge Line, increased movements of
export coal through TECO Bulk Terminal and improved operating
conditions and efficiencies. Higher fuel costs were partially
offset by $0.7 million of mark-to-market gains on fuel hedges.

TECO Guatemala

TECO Guatemala reported first quarter net income of $11.5 million,
compared to $11.1 million in the 2004 period. These results
reflect higher capacity revenues and lower operations and
maintenance expenses at the Alborada Power Station, higher energy
sales from the San Jose Power Station and at EEGSA, lower
Guatemalan taxes due to a tax rate change first implemented in the
third quarter of 2004, and recognition of foreign tax credits.

TWG Merchant

TWG Merchant recorded a first-quarter loss of $5.7 million,
compared to a loss of $15.6 million for the same period in 2004.
The 2005 results primarily reflect allocated interest expense at
the uncompleted Dell and McAdams power stations and overhead
expenses of TWG Merchant. Results in 2004 included the losses from
the ownership interest in the TIE projects, which was sold in July
2004.

Parent/Other

Parent/Other results in the first quarter were a $20.7 million
loss, compared to a $17.0 million loss in the same period in 2004.
Although total parent interest expense declined in the first
quarter due to the retirement of the trust-preferred debt
associated with the early settlement and final conversion of the
variable conversion-rate equity security units, less interest was
allocated to TWG Merchant.

                     Discontinued Operations

The net loss from discontinued operations for the 2005 first
quarter was $18.8 million, compared to a net loss of $29.2 million
in the same period of 2004. Discontinued operations in the first
quarter of 2005 included the operating losses for the Union and
Gila River power stations and the results for the Commonwealth
Chesapeake Power Station. On January 26, 2005 the Union and Gila
River project companies filed a pre-negotiated Chapter 11 case in
Arizona, and at the time of the filing the project companies
stopped recording the interest expense associated with the non-
recourse project debt. The net loss from discontinued operations
was approximately $14.4 million lower in the first quarter due to
this change. Discontinued operations for the first quarter in 2004
now include the results from the Frontera and Commonwealth
Chesapeake power stations and the results from the energy services
businesses that have also been sold, as well as the Union and Gila
River power stations, including the interest on the non-recourse
debt.

                        Cash and Liquidity

TECO Energy's consolidated cash and cash equivalents, excluding
all restricted cash, totaled $312.6 million at March 31, 2005.
Restricted cash of $57.1 million includes $50.0 million held in
escrow until the end of 2007 related to the sale of a 49 percent
interest in the synthetic coal production facilities. Cash at
March 31, 2005 excludes the San Jose and Alborada power stations'
unrestricted cash balances of $23.5 million and restricted cash of
$8.3 million, as these companies were deconsolidated due to the
adoption of FIN 46R, Consolidation of Variable Interest Entities,
effective Jan. 1, 2004.

In addition, at March 31, 2005, aggregate availability under bank
credit facilities was $517.4 million, net of letters of credit of
$27.6 million outstanding under these facilities and $80 million
drawn on Tampa Electric's credit facilities. At the end of the
first quarter, total liquidity, including cash plus credit
facilities, was $853.5 million, which included $400.7 million at
Tampa Electric consisting of $345.0 million of undrawn credit
facilities and $55.7 million of cash.

TECO Energy parent had total liquidity of $399.5 million at March
31, 2005, consisting of $227.1 million of cash, and availability
under its credit facilities of $172.4 million.

First quarter TECO Energy consolidated cash flow from operations
was $98.4 million, which included recovery of fuel costs
previously underrecovered, payments for hurricane restoration
costs at Tampa Electric that carried over from 2004, and the cash
operating results of the Union and Gila River power stations. The
results from the Union and Gila River power stations were offset
by restricted cash proceeds of $24 million that were invested in
the projects in 2004 and are recorded in the 'Investing
Activities' section.

Other sources of cash in the first quarter of 2005 were $42
million of proceeds from the third-party investors for synfuel
production and $180 million of proceeds from the final settlement
of the equity security units. Cash used in financing activities
included dividends of $39 million on TECO Energy common stock and
the repayment of $35 million of short-term debt at Tampa Electric.
Capital expenditures for the quarter were $62 million.

                           2005 Outlook

For 2005, TECO Energy is maintaining its estimate for earnings per
share from continuing operations in a range of $0.95 to $1.05,
consolidated cash flow from operations in a range of $250 million
to $300 million and net cash generation at TECO Energy parent in a
range of $320 million to $360 million. These forecasted results
are based on the company's current expectations and assumptions,
which are subject to risks and uncertainties, including those
described below.

Tampa Electric expects continued 2.5% annual customer growth with
energy sales growth slightly above that, assuming normal weather
for the remainder of the year. Peoples Gas expects customer growth
of more than 4% in 2005. Operations and maintenance expenses at
the utilities are expected to increase at about the level of
inflation.

Results at TECO Coal are expected to improve due to prices for
coal sales being more than 40% higher, partially offset by
production costs more than 10% higher than 2004 levels. TECO Coal
also expects to benefit from continued strong earnings and cash
flow from its synfuel facilities. These estimates of earnings and
cash flow assume no reduction in Section 29 tax credits due to
potential limitations that might result from oil prices exceeding
the benchmark price.

TECO Transport anticipates improved results from strong river
market pricing due to better balance in the supply and demand for
river barges as well as increased product movement through the
bulk transfer terminal as imports and exports improve.

TECO Guatemala expects to continue to provide strong earnings and
cash flow with earnings about $7 million and cash flow about $5
million lower than 2004, reflecting tax benefits in 2004 that
moderate in 2005.

Estimated 2005 consolidated cash flow from operations of $250
million to $300 million reflects the expected improvements in the
operating companies' results and includes the expected cash
operating losses from the Union and Gila River power stations
through the anticipated ownership transfer of these stations in
May. Capital expenditures are expected to be about $300 million,
and the company will pay $31.8 million upon the final transfer of
the Union and Gila River power stations. Expected net cash
generation also reflects the proceeds from the final settlement of
the mandatorily convertible equity security units, the cash
proceeds from the third-party ownership in TECO Coal's synfuel
production facilities, the proceeds from the recently closed sale
of the Commonwealth Chesapeake Power Station and the payment of
common stock dividends.

Common shares outstanding increased by 6.85 million shares on
January 18, 2005 upon the final settlement of TECO Energy's equity
security units, which is reflected in the 2005 earning-per-share
forecast. Consistent with its objective to improve its financial
position, TECO Energy may use available cash to reduce outstanding
debt. Although the company does not expect to require capital from
external sources to meet cash needs in 2005, except for short-term
borrowings under Tampa Electric's credit facilities, it may issue
debt securities to refinance existing debt if it is economic to do
so. The company's 2005 forecast does not include any impact to
earnings or cash flow that might result from early retirement of
debt or refinancings.

TECO Energy, Inc. (NYSE: TE) is an integrated energy-related
holding company with core businesses in the utility sector,
complemented by a family of unregulated businesses. Its principal
subsidiary, Tampa Electric Company, is a regulated utility with
both electric and gas divisions (Tampa Electric and Peoples Gas
System). Other subsidiaries are engaged in waterborne
transportation, coal and synthetic fuel production and independent
power.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2005,
Fitch Ratings rates TECO Energy's senior unsecured debt at 'BB+'
and preferred stock at 'BB', and says the outlook is stable.


TEMBEC INC: Reorganizing SPF Sawmills in Abitibi-Temiscamingue
--------------------------------------------------------------
Tembec Inc. will be reorganizing all of its SPF sawmills in
Quebec's Abitibi-Temiscamingue region.  The move is essential in
the current business climate and will enable the Company to meet
the challenges brought about by the strength of the Canadian
dollar, the increasingly competitive marketplace, the continuing
Canada-US softwood lumber dispute and the reduced availability of
fibre supply.

"The changes . . . will secure our Abitibi-Temiscamingue SPF
sawmills for the future," stated James Lopez, Executive Vice
President and President of the Tembec Forest Products Group.  "The
Quebec forest products industry is now facing a host of
challenges, and Tembec is not immune", he said.  In view of the
current circumstances, we need to make some tough but necessary
decisions.  The announcement will assure the Company's sawmills
are efficient, cost-effective and can effectively stand their
ground in an increasingly competitive market."

The public forest timber supply for Tembec's five sawmills
targeted by the reorganization plan will decrease from 2.1 million
to 1.7 million m3.  The Company has previously taken steps to
minimize this impact, including more effective recovery of non-
merchantable wood, which is well above the industry average and
will be increased further.

Tembec believes that this reorganization, combined with a new
approach to the distribution of timber allocations recently
authorized by Quebec's Minister of Natural Resources, will make it
possible for the Company to secure activities in Abitibi-
Temiscamingue while minimizing the impact on its employees.

Tembec's reorganization plan includes:

    -    Tembec will permanently cease operations at the recently
         acquired sawmill in La Sarre as of May 13th.  This mill
         currently employs approximately 150 people.

    -    Tembec's Taschereau mill will operate mainly with a
         single production line, but with three shifts instead of
         two.

    -    Tembec's Senneterre sawmill and the other sawmill owned
         by Tembec in La Sarre will continue operating with three
         shifts while the Bearn sawmill will continue operating
         with two.

As a result of mitigating measures taken by the Company as well as
new jobs opportunities in its other regional operations, including
the new LVL plant in Amos -- Temlam, it is expected that employee
lay-offs will be minimal.

"The Company has carefully considered all options concerning this
reorganization," said Mr. Lopez.  "We did not only take economic
factors into account but we also analysed the social impact to
arrive at the best business decision, and we devised a course of
action accordingly."

During a series of meetings in each of the sawmills affected by
the announcement, employees and union representatives were
informed of the Company's decision and discussed the situation
with management.  The Company is committed to minimizing the
repercussions of the reorganization plan and has offered to work
with union representatives and managers to achieve that goal.

As a result of the closure of the recently acquired sawmill in La
Sarre, Tembec will record an unusual charge of $14.6 million
relating to the reduction of the carrying value of the facility.  
Other closure costs amounting to $5.3 million will also be
recorded.  The after-tax effect of $13.1 million will be recorded
in the June 2005 quarter.

Tembec Inc. -- http://www.tembec.com/-- is a leading integrated   
forest products company, well established in North America and
France.  With sales of approximately $4 billion and some 11,000
employees, it operates 50 market pulp, paper and wood product
manufacturing units, and produces chemicals from by-products of
its pulping process.  Tembec markets its products worldwide and
has sales offices in Canada, the United States, the United
Kingdom, Switzerland, China, Korea, Japan, and Chile.  The Company
also manages 40 million acres of forest land in accordance with
sustainable development principles and has committed to obtaining
Forest Stewardship Council -- FSC -- certification for all forests
under its care by the end of 2005.  Tembec's common shares are
listed on the Toronto Stock Exchange under the symbol TBC.  

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 6, 2005,
Moody's Investors Service downgraded the senior implied, senior
unsecured and issuer ratings of Tembec Inc.'s key operating
subsidiary, Tembec Industries, Inc., to B2 from Ba3.  The outlook
was changed to stable from negative.

As reported in the Troubled Company Reporter on Dec. 22, 2004,
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured ratings on Tembec, Inc., and its
subsidiary, Tembec Industries, Inc., to 'B' from 'BB-'.  The
outlook is currently stable.


TEMBEC INC: Will Release Second Quarter Financial Results Today
---------------------------------------------------------------
Tembec Inc. expects its operating results for the second quarter
ended March 26, 2005, to be below its expectations.  Previously,
the Company had indicated that it expected EBITDA (earnings before
interest, income taxes, depreciation, amortization and other non-
operating expenses) to be approximately $30 million.  While actual
results are still expected to be ahead of those of the prior
quarter, EBITDA will likely be approximately $15 million less than
expected.  Although pulp prices have improved, the rate of
increase, primarily in the Asian market, has been slower than
anticipated.  Higher than expected energy and chemical costs also
contributed to the shortfall.  The lower EBITDA will reduce net
earnings by approximately $10 million or $0.12 per share.

The Company will release its March 2005 quarterly financial
results today, April 28, 2005.

Tembec Inc. -- http://www.tembec.com/-- is a leading integrated   
forest products company, well established in North America and
France.  With sales of approximately $4 billion and some 11,000
employees, it operates 50 market pulp, paper and wood product
manufacturing units, and produces chemicals from by-products of
its pulping process.  Tembec markets its products worldwide and
has sales offices in Canada, the United States, the United
Kingdom, Switzerland, China, Korea, Japan, and Chile.  The Company
also manages 40 million acres of forest land in accordance with
sustainable development principles and has committed to obtaining
Forest Stewardship Council -- FSC -- certification for all forests
under its care by the end of 2005.  Tembec's common shares are
listed on the Toronto Stock Exchange under the symbol TBC.  

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 6, 2005,
Moody's Investors Service downgraded the senior implied, senior
unsecured and issuer ratings of Tembec Inc.'s key operating
subsidiary, Tembec Industries, Inc., to B2 from Ba3.  The outlook
was changed to stable from negative.

As reported in the Troubled Company Reporter on Dec. 22, 2004,
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured ratings on Tembec, Inc., and its
subsidiary, Tembec Industries, Inc., to 'B' from 'BB-'.  The
outlook is currently stable.


THEGLOBE.COM: Inks $1.5 Million Financing with E&C Capital
----------------------------------------------------------
Theglobe.com (OTCBB:TGLO) received a commitment for additional
financing from E&C Capital Partners, LLLP and certain other
related parties in the amount of $1.5 million.  Such parties will
also have the option to invest an additional $2.5 million on or
before July 22, 2005, so the total financing could reach $4
million.  

E&C is owned by the company's Chief Executive Officer and
President, Messrs. Michael Egan and Edward Cespedes.  The
financing was in the form of secured demand convertible promissory
notes with an interest rate of 10% per annum (payable quarterly).  
The notes will be due and payable on the 5th day following demand
for payment.  The notes will be secured by a lien on all of the
assets of the theglobe and its subsidiaries.

At the note holder's option, the notes may be converted into
shares of common stock of theglobe.com.  If the full $4 million is
invested and all of the notes are converted, a total of eighty
million shares of common stock of theglobe.com could be issued,
subject to customary adjustments for stock splits, combinations
and the like.  The notes will not be registered under applicable
securities laws and will be sold in reliance on an exemption from
such registration.  The note holders will be entitled to customary
registration rights for any shares received upon conversion.  

Ed Cespedes, on behalf of E&C Capital, said, "We continue to
believe in both theglobe.com's development stage businesses and
its healthy subsidiary, SendTec.  Accordingly, we continue to
commit our own capital to the Company.  We hope this investment
alleviates any concerns that the Company's trading partners or
shareholders may have about running out of cash in the short-
term."

                      Might Sell SendTec

The Company intends to use the proceeds from the sale of the
Convertible Notes for general working capital.  The proceeds are
intended to provide the Company with temporary liquidity to
conduct its business while it seeks to raise additional capital,
which may involve the potential sale of one or more of the
Company's subsidiaries, including SendTec.

                     Not Out of the Woods

"Absent additional financing, in the event demand is made for
repayment of the Convertible Notes, the Company will not have the
resources to repay the Convertible Notes," Mr. Cespedes discloses
in a regulatory filing.  "Inasmuch as substantially all of the
assets of the Company and its subsidiaries secure the Convertible
Notes, in connection with any resulting proceeding to collect the
indebtedness relating to the Convertible Notes, the Noteholders
could seize and sell the assets of the Company and its
subsidiaries, any or all of which would have a material adverse
effect on the Company and its operations," Mr. Cespedes cautions.

                     Going Concern Doubt

Rachlin Cohen & Holtz LLP raised substantial doubt about Trans-
Industries, Inc.'s (Nasdaq: TRNI) ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended December 31, 2004.  The audit opinion cited
the Company's recurring losses from operations and cash flow
difficulties.

Since introducing its Voice over the Internet Protocol (VoIP), the
company reports an accumulated deficit of $260,574,874 as of
December 31, 2004.  The company recorded $1,661,975 of impairment
charges in 2004 and $908,334 of similar charges in 2003.  Net cash
and cash equivalents used in operations totaled $17,732,632 for
2004.

As of December 31, 2004, the company's sole source of liquidity
consisted of $6,828,000 in cash and cash equivalents.  That cash
balance dwindled to $3,900,000 at March 25, 2005.  The company
said at that time that if it was unable to get significant cash
infusions by the second quarter of 2005, then it would most likely
suspend or shut down its VoIP operations.

Headquartered in Fort Lauderdale, Florida theglobe.com, Inc.
manages two primary lines of business.  One line consists of the
Company's historical network of three wholly owned businesses,
each of which specializes in the games business by delivering
games information and selling games in the United States and
abroad.  These businesses are Computer Games Magazine, the
Company's print publication; the Computer Games Online Website --
http://www.cgonline.com/-- the online counterpart to Computer  
Games Magazine, and Chips & Bits, Inc. --
http://www.chipsbits.com/-- a games distribution company.  The  
second line of business, voice over Internet protocol (VoIP)
telephony services, includes voiceglo Holdings, Inc., a wholly
owned subsidiary of theglobe.com that offers VoIP-based phone
service to anyone with an Internet connection anywhere in the
world.


TOM'S FOODS: Gets Interim Okay for DIP Loan & Cash Collateral Use
-----------------------------------------------------------------          
The U.S. Bankruptcy Court for the Middle District of Georgia gave
Tom's Foods Inc. interim authority:

   a) to use Cash Collateral securing repayment of pre-petition
      obligations to Fleet Capital Corporation as the Pre-Petition
      Agent and the Pre-Petition Lenders; and

   b) to obtain post-petition financing from Fleet Capital in its
      capacity as the DIP Agent and from the DIP Lenders, and
      grant adequate protection to Fleet Street and the DIP
      Lenders.

                     Pre-Petition Debt

Under two Loan and Credit Agreements, the Debtor owes:

      Pre-Petition Lender             Amount Owed
      -------------------             -----------
      Fleet Capital &                  $8,500,000
      Pre-Petition Lenders
      (under a Loan & Security
       Agreement dated Jan. 31, 200_)

      Fleet Capital & DIP Lenders      $3,206,500
      (under a pre-petition           -----------
       Letters of Credit)             $11,706,000


              DIP Financing and Cash Collateral

The Bankruptcy Court authorizes the Debtor to obtain up to
$5 million under a DIP Financing Note from Fleet Capital, the
Post-Petition Lenders, and the Bank of New York, as the Senior
Note Trustee.

The Debtor will use the Fleet Capital and the Pre-Petition
Lenders' Cash Collateral and Fleet Capital and the DIP Lenders'
DIP Loans to pay for operating expenses, meet payroll and payroll
taxes, to purchase raw materials and supplies, and pay certain
expenses in the ordinary course of its business.

The Debtor's interim use of the proceeds of the DIP Loan and the
proceeds of the Cash Collateral will be in strict compliance with
a Budget covering the period from April 9 to May 7, 2005.  

A full-text copy of the Budget is available at no charge at:

     http://bankrupt.com/misc/Tom'sFoodsInterimBudget.pdf

Fleet Capital and the Pre-Petition Lenders have consented to the
Debtor's use of the Cash Collateral.  To adequately protect their
interests, Fleet Capital and the Pre-Petition Lenders are granted
perfected security interests and replacement liens on all of the
collateral pledged to them prepetition.  

The Court will convene a hearing at 9:30 a.m., on May 2, 2005, to
consider the Debtor's request for a final order approving the DIP
Loan and allowing permanent use of the Cash Collateral.

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 protection on April 6, 2005 (Bankr.
M.D. Ga. Case No. 05-40683).  David B. Kurzweil, Esq., at
Greenberg Traurig, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $93,100,000 and total debts of
$79,091,000.


TOWN OF MULDROW: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Town of Muldrow
        100 South Main
        P.O. Box 429
        Muldrow, Oklahoma 74948
        Tel: (918) 427-3226

Bankruptcy Case No.: 05-71621

Debtor affiliate filing separate Chapter 9 petition:

      Entity                                     Case No.
      ------                                     --------
      Muldrow Public Works Authority             05-71622

Chapter 9 Petition Date: April 21, 2005

Court: Eastern District of Oklahoma (Okmulgee)

Judge: Tom R. Cornish

Debtor's Counsel: Leonard I. Pataki, Esq.
                  Doerner Saunders Daniel & Anderson
                  320 South Boston, Suite 500
                  Tulsa, OK 74103-3725
                  Tel: (918) 582-1211
                  Fax: (918) 591-5360

Estimated Assets: $1 to $50,000

Estimated debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
ODEQ                          Environmental           $2,260,000
Oklahoma Depart of            Regulatory Fines
Environmental Quality
P.O. Box 1677
Oklahoma City, OK 731011677

State of Oklahoma             Promissory Note           $259,413
Department of Commerce        Collateral: Water &
900 North Stiles Ave.         wastewater revenue
P.O. Box 26980
Oklahoma City, OK 731260980

Bank of Oklahoma              1969 System Bonds         $203,806
Corporate Trust Group
9520 N. May Ave, Suite 110
Oklahoma City, OK 73120

Armstrong Bank                1986 GMC Rescue Truck      $12,209
P.O. Box 429                  Value of security:
Muldrow, OK 74948             $12,000

Armstrong Bank                1992 Ford                   $8,352
P.O. Box 900                  Streetsweeper
Muldrow, OK 749480900         Value of security:
                              $8,000

Muldrow Public Works Authority's 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
ODEQ                          Environmental           $2,260,000
OK Dept of Environmental      Regulatory Fines
Quality
P.O. Box 1677
Oklahoma City, OK 731011677

State of Oklahoma             Promissory Note           $259,413
Department of Commerce        Collateral: Water &
900 North Stiles Ave.         wastewater revenue
P.O. Box 26980
Oklahoma City, OK 731260980

Bank of Oklahoma              1969 System Bonds         $203,806
Corporate Trust Group
9520 N. May Ave., Suite 110
Oklahoma City, OK 73120


TRENWICK GROUP: Section 304 Petition Summary
--------------------------------------------
Petitioner: Mike Morrison
            John Wardrop
            Foreign Representatives
            Joint Provisional Liquidator

Debtors: Trenwick Group, Ltd.
         Hamilton, Bermuda

            -- and --

         LaSalle Re Holdings Limited
         Hamilton, Bermuda

Case No.: 05-11193 & 05-11194

Type of Business: The Debtors are affiliates of Trenwick America
                  Corporation.  The Debtors, together with
                  Trenwick America, filed for chapter 11
                  protection on August 20, 2003 (Bankr. D. Del.
                  Case No. 03-12637).  On November 2, 2004, the
                  Honorable Judge Walrath dismissed Trenwick Group
                  and LaSalle Re Holdings' chapter 11 cases.
                  See http://www.trenwick.com/

Section 304 Petition Date: April 26, 2005

Court: District of Delaware

Judge: Mary F. Walrath

Petitioners' Counsel: Mark E. Felger, Esq.
                      Cozen O'Connor
                      1201 North Market Street, Suite 1400
                      Wilmington, Delaware 19801
                      Tel: (302) 295-2087
                      Fax: (302) 295-2013

                              Total Assets      Total Debts
                              ------------      -----------
Trenwick Group, Ltd.          $10 Million to    $50 Million to
                              $50 Million       $100 Million

LaSalle Re Holdings Limited   $10 Million to    $50 Million to
                              $50 Million       $100 Million


TRIAD FINANCIAL: S&P Rates $200 Million Senior Notes at B-
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
counterparty credit rating to Huntington Beach, California-based
Triad Financial Corp. (Triad).  Concurrently, a 'B-' senior
unsecured debt rating was assigned to Triad's $200 million senior
notes due 2013.  The debt issue will be used to purchase Triad
Financial from the Ford Motor Credit Corporation.  The outlook is
stable.

"The ratings reflect Triad's dependence on securitization for
funding, lack of a track record as an independent entity, and
concentration in the cyclical subprime auto market.  Strong
industry experience among management and improving financial
performance support the ratings," said Standard & Poor's credit
analyst Jeffrey Zaun.

Triad's stable outlook balances the firm's positive operating
momentum in an expanding economy against its dependence on
securitizations for funding and its exposure to the volatile sub-
prime auto market.  Standard & Poor's will monitor Triad's
profitability, asset quality and leverage.


TROPICAL SPORTSWEAR: Brings-In Baker & McKenzie as Tax Counsel
--------------------------------------------------------------
Tropical Sportswear Int'l Corporation and its debtor-affiliates
sought and obtained permission from the U.S. Bankruptcy Court for
the Middle District of Florida, Tampa Division, to employ Baker &
McKenzie, LLP, as special tax counsel, nunc pro tunc to Feb. 10,
2005.

The Debtors need Baker & McKenzie to handle foreign tax issues
related to the sale of their assets to Perry Ellis International,
Inc.  As previously reported, Perry Ellis consummated the
acquisition of substantially all of the domestic and outstanding
capital stock of Tropical's U.K. subsidiary for $88.5 million in
cash.

Robert F. Hudson, Jr., Esq., and Ozzie A. Schindler, Esq., are the
lead attorneys in the Debtor's chapter 11 case.  Mr. Hudson will
bill the Debtor at his current $640 hourly rates and Mr. Schindler
will bill $450 per hour for his services.  

To the best of the Debtor's knowledge, Baker & McKenzie is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Tampa, Florida, Tropical Sportswear Int'l Corp.  
-- http://www.savane.com/-- designs, produces and markets branded    
branded apparel products that are sold to major retailers in all  
levels and channels of distribution.  The Company and its  
debtor-affiliates filed for chapter 11 protection on Dec. 16, 2004  
(Bankr. M.D. Fla. Case No. 04-24134).  David E. Bane, Esq., and  
Denise D. Dell-Powell, Esq., at Akerman Senterfitt, represent the  
Debtors in their restructuring efforts.  When the Debtor filed for  
protection from its creditors, it listed total assets of  
$247,129,867 and total debts of $142,082,756.


TSI TELSYS: TSX Reserves Common Shares for Issuance to Four Kings
-----------------------------------------------------------------
TSX Venture Exchange approved TSI TelSys Corporation filing to
reserve 150,000 common shares for the exercise of 150,000 bonus
warrants to be issued to Four Kings Inc. in connection with a
financing of $850,000 by way of a Line of Credit.

Headquartered in Columbia, Maryland, TSI TelSys designs,
manufactures and markets high-performance data acquisition,
simulation and communication systems for the test range and
aerospace communities and provides related engineering services.
The Company has been a pioneer in utilizing reconfigurable
architectures (Adaptive Computing) for communications and data
processing, and has incorporated this technology into its product
line since 1996.  The Company is a leader in providing multi-
mission satellite communications systems adaptable to virtually
any protocol format and that support data rates up to a gigabit
per second -- Gbps.

At September 24, 2004, TSI TelSys' balance sheet shows a
C$1,925,223 deficit, compared to a C$1,145,834 deficit at
December 26, 2003.


TSI TELSYS: TSX Reserves Common Shares for Issuance to Mutsui
-------------------------------------------------------------
TSX Venture Exchange accepted for filing TSI TelSys Corporation's
documentation to reserve 150,000 common shares for the exercise of
150,000 bonus warrants issued to Mutsui Capital Management Inc. in
connection with a loan of $350,000.  In addition, Mutsui Capital
Management Inc. will also purchase additional stock from an
existing shareholder.  

Headquartered in Columbia, Maryland, TSI TelSys designs,
manufactures and markets high-performance data acquisition,
simulation and communication systems for the test range and
aerospace communities and provides related engineering services.
The Company has been a pioneer in utilizing reconfigurable
architectures (Adaptive Computing) for communications and data
processing, and has incorporated this technology into its product
line since 1996.  The Company is a leader in providing multi-
mission satellite communications systems adaptable to virtually
any protocol format and that support data rates up to a gigabit
per second -- Gbps.

At September 24, 2004, TSI TelSys' balance sheet shows a
C$1,925,223 deficit, compared to a C$1,145,834 deficit at
December 26, 2003.


UAL CORPORATION: Files 12th Reorganization Status Report
--------------------------------------------------------
"The industry environment has not improved over the last three
and one-half months nor have the structural long-term changes
that have roiled the industry reversed," James H.M. Sprayregen,
Esq., at Kirkland & Ellis, in Chicago, Illinois, reports.  UAL
Corporation and its debtor-affiliates are responding as best they
can, but labor cost reductions, termination and replacement of
defined benefit pension plans remain critical components of a
successful reorganization.  Irrespective of the progress made thus
far, much work remains to be done.

On April 6, 2005, the Debtors' representatives gave a business
overview presentation to approximately 80 holders and trustees of
the Aircraft Trustee group at a meeting in New York City.  Some
participants attended via web cast or telephonically.  The
meeting included a proposal to meet on a transaction-by-
transaction basis to discuss the Debtors' March 11 restructuring
proposals.  Most aircraft financiers have deferred discussions
with the Debtors.

Fuel expense for February 2005 was $57,000,000 higher than
February 2004.  The Debtors will be closing reservation call
centers in Seattle, Washington, effective June 4, 2005.  
Employees are being offered the opportunity to transfer to other
call centers.  The closing will save on rent, utilities, taxes
and other expenses.  The realignment of staff at remaining call
centers will increase efficiency and maximize utilization at the
other call centers.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through UnitedAir Lines, Inc., is the     
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 83; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Objects to IAA's Request for Admin. Claims Payment
------------------------------------------------------------
The Indianapolis Airport Authority and the Bank of New York Trust
Company asked the U.S. Bankruptcy Court for the Northern District
of Illinois to issue a summary judgment allowing the IAA's claim
for UAL Corporation and its debtor-affiliates' Project Rentals in
full as administrative expense.

Henry A. Efroymson, Esq., at Ice Miller, in Indianapolis,
Indiana, recounts that the Debtors asserted that the financial
contract with IAA was a disguised financing arrangement and not a
true lease.  Mr. Efroymson says the Debtors' argument fails.  The
Debtors have already rejected the Lease; they cannot be permitted
to take a contradictory position now.  Also, the Master Lease is
a true lease due to its economic characteristics.  IAA owns the
Leased Premises and holds a substantial reversionary interest.  
The Debtors admitted they never held any ownership interest.  
Regardless if the Court applies federal bankruptcy law or Indiana
state law, the undisputed facts of this matter dictate that the
Master Lease is a true lease.

The Debtors argued that the Master Lease should be judicially
severed into two separate agreements.  Mr. Efroymson says that
the Debtors have failed to meet the burden on this reasoning.  
The plain language of the Maser Lease indicates the parties'
intent to agree to one interrelated contract.  There was no
intention, nor is there a practical way, to sever the Master
Lease into two separate agreements.

Mr. Efroymson explains that IAA's postpetition claim arises from
the rent due under the Master Lease, as required by Section
365(d)(3) of the Bankruptcy Code.  Application of Section
365(d)(3) protects IAA as landlord from the burdens imposed by
Section 503(b) and prevents IAA from becoming an involuntary
creditor of the Debtors' bankruptcy estates.  Application of
Section 365(d)(3) denies the Debtors the unfair advantage they
seek -- to possess the Leased Premises for over five months after
the Petition Date, only to reject the Lease at the last minute to
avoid obligations under Section 365(d)(3).

The Debtors want IAA to apply the monies in the Bond Fund or the
Construction Fund to reduce the Project Rentals claim.  Mr.
Efroymson argues that either way, the Debtors' argument is
flawed.  If Section 365(d)(3) does not apply, then the Debtors
cannot rely upon the Master Lease in arguing that the monies in
either the Bond Fund or the Construction Fund should have been
used to reduce IAA's administrative claim.  If Section 365(d)(3)
does apply, the automatic stay prevents the Bank of New York from
accessing the monies in the Bond Fund and Construction Fund.

The undisputed facts demonstrate the Debtors cannot prevail on
any of the legal issues raised in its objection.  Therefore, the
Court should enter summary judgment in favor of the IAA and the
Bank of New York and allow IAA's claim for the Project Rentals.  

         Debtors Object to IAA's Summary Judgment Motion

The Debtors dispute the assertion by the Indianapolis Airport
Authority and the Bank of New York that the 6.5% Special Facility
Revenue Bonds should be characterized as a true lease.  The
Debtors also refute the notion that the Financing Portions of the
Master Lease are not severable from the Master Lease.  

The Debtors agree with the IAA that the Lease Portions of the
Master Lease constitute a true lease.  But the Master Lease also
contains Financing Portions that address the financial
transaction between the Debtors and the bondholders.  James H.M.
Sprayregen, Esq., at Kirkland & Ellis, in Chicago, Illinois,
tells Judge Wedoff that analysis of the economic substance of the
Financing Portions are clear: they are not a true lease.  The
Debtors' rentals represent interest and principal payments on the
Bonds, making the relationship one between borrower and lender,
rather than landlord and tenant.

On the issue of severability, Mr. Sprayregen says that the IAA
and Bank of New York misapply Indiana law.  Indiana law focuses
on three factors when determining whether two agreements should
be deemed one contract:

  a) whether the nature and purpose of the agreements differ;
  b) whether there is separate or allocable consideration; and
  c) whether the agreements are interrelated.

All three factors indicate that the Financing Portions of the
Master Lease should be severed from the Lease Portions, argues
Mr. Sprayregen.  Accordingly, the IAA and the Bank of New York
are not entitled to summary judgment, while the Debtors are.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through UnitedAir Lines, Inc., is the     
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 82; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VICAR OPERATING: S&P Rates Proposed $500M Loan & Facility at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured debt rating and '3' recovery rating to a proposed term
loan and revolving credit facility issued by animal hospital and
diagnostic laboratory operator Vicar Operating Inc.  The company's
proposed issues are a $425 million term loan maturing in May 2011
and a $75 million revolving credit facility maturing in May 2010.
The recovery rating of '3' indicates a 50%-80% expected recovery
of principal in the event of payment default.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on Vicar.  The outlook is stable.

Vicar, the operating entity of holding company VCA Antech Inc.,
intends to use the proceeds from the proposed term loan to retire
approximately $220 million of existing bank debt and tender $170
million of existing senior subordinated notes.  Though the
transaction will increase the company's outstanding debt slightly,
it will also significantly reduce Vicar's interest expense.  After
the transaction, the $425 million term loan will be Vicar's only
outstanding debt.

"The ratings on Los Angeles, California-based Vicar Operating Inc.
reflect its narrow operating focus in a highly competitive
industry with numerous local players," said Standard & Poor's
credit analyst Jesse Juliano.  "The ratings also reflect the
questionable sustainability of the company's price increases and
potential competition from drug and animal products retailers.
However, Vicar benefits from its revenue diversity, derived from
315 animal hospitals, as well as its established laboratory
platform and its lack of exposure to changes in third-party
reimbursement."

Given that Vicar's major business is animal hospitals and related
laboratories, the company is exposed to unanticipated industrywide
pressures such as regulatory changes and pricing changes to its
services, supplies, and labor.  Vicar's transaction volumes have
declined slightly in the recent past (0.8% in 2004 and 1.5% in
2003), but the company has been able to improve same-facility
performance through price increases, as well as favorable changes
in mix and intensity of care.  It is uncertain whether Vicar will
be able to continue raising prices without facing volume declines.

The existence of numerous competitors in Vicar's local markets
could restrain the company's pricing flexibility and local market
share.  In addition, Vicar could lose some of its market share in
the animal drug retail business if any new rivals emerge.  Vicar
also faces integration risks associated with its acquisitions, and
the company might find it more difficult to recruit veterinarians,
who are in short supply.  Although the company has overcome these
difficulties in the past, there is no guarantee that they can
continue to do so.


WINN-DIXIE STORES: Case Summary After Transfer to Jacksonville
----------------------------------------------------------------
Lead Debtor: Winn-Dixie Stores, Inc.
             5050 Edgewood Court
             Jacksonville, Florida 32254

Bankruptcy Case No.: 05-03817

Debtor affiliates filing separate chapter 11 petitions:

       Entity                                     Case No.
       ------                                     --------
       Dixie Stores, Inc.                         05-03818
       Table Supply Food Stores Co., Inc.         05-03819
       Astor Products, Inc.                       05-03820
       Crackin' Good, Inc.                        05-03821
       Deep South Distributors, Inc.              05-03822
       Deep South Products, Inc.                  05-03823
       Dixie Darling Bakers, Inc.                 05-03824
       Dixie-Home Stores, Inc.                    05-03825
       Dixie Packers, Inc.                        05-03826
       Dixie Spirits, Inc.                        05-03827
       Economy Wholesale Distributors, Inc.       05-03828
       Foodway Stores, Inc.                       05-03829
       Kwik Chek Supermarkets, Inc.               05-03830
       Sunbelt Products, Inc.                     05-03831
       Sundown Sales, Inc.                        05-03832
       Superior Food Company                      05-03833
       WD Brand Prestige Steaks, Inc.             05-03834
       Winn-Dixie Handyman, Inc.                  05-03835
       Winn-Dixie Logistics, Inc.                 05-03836
       Winn-Dixie Montgomery, Inc.                05-03837
       Winn-Dixie Procurement, Inc.               05-03838
       Winn-Dixie Raleigh, Inc.                   05-03839
       Winn-Dixie Supermarkets, Inc.              05-03840

Date of Transfer from the
U.S. Bankruptcy Court for
the Southern District of New York: April 14, 2005

Court: Middle District of Florida (Jacksonville)

Judge: THe Honorable Jerry A. Funk

Debtors' Counsel: D. J. Baker, Esq.
                  Sally McDonald Henry, Esq.
                  Rosalie Walker Gray, Esq.
                  Skadden Arps Slate Meagher & Flom, LLP
                  Four Times Square
                  New York, NY 10036
                  Tel: (212) 735-2150
                  Fax: (917) 777-2150

                         - and -

                  Sarah Robinson Borders, Esq.
                  Brian C. Walsh, Esq.
                  King & Spalding LLP
                  191 Peachtree Street
                  Atlanta, GA 30303
                  Tel: (404) 572-4600
                  Fax: (404) 572-5100

                         - and -

                  Stephen D. Busey, Esq.
                  James H. Post, Esq.
                  Cynthia C. Jackson, Esq.
                  Smith Hulsey & Busey
                  225 Water Street, Suite 1800
                  Jacksonville, FL 32202
                  Tel: (904) 359-7700
                  Fax: (904) 359-7708

Debtors'
Financial
Advisor:          Paul P. Huffard
                  Senior Managing Director
                  Blackstone Group L.P.
                  345 Park Avenue
                  New York, NY 10010

Debtors'
Business &
Strategic
Consultants:      Bain & Company
                  The Monarch Tower, Suite 1200
                  3424 Peachtree Road
                  Atlanta, GA 30326

Debtors'
Financial &
Operations
Restructuring
Consultants:      Dennis I. Simon
                  Managing Principal
                  Xroads Solutions Group, LLC
                  400 Madison Avenue, 3rd Floor
                  New York, NY 10017
                  Tel: (212) 610-5600
                  Fax: (212) 610-5601

Debtors'
Special Corporate
Finance Counsel:  Kenneth M. Kirschner, Esq.
                  Kirschner & Legler, P.A.
                  300A Wharfside Way
                  Jacksonville, FL 32207

Debtors'
Special Real
Estate Counsel:   Douglas G. Stanford, Esq.
                  Andrew K. Daw, Esq.
                  Diana Ross-Butler, Esq.
                  Simone S. Kenyon, Esq.
                  Walter C. Little, Esq.
                  Smith, Gambrell & Russell, LLP
                  Bank of America Tower
                  50 North Laura Street, Suite 2600
                  Jacksonville, FL 32202

Claims Agent:     Kathleen M. Logan
                  President
                  Logan & Company, INC.
                  546 Valley Road, Second Floor
                  Upper Montclair, NJ 07043
                  Tel: (973) 509-3190
                  Fax: (973) 509-3191


WORLDCOM INC: Court Dismisses Telnet Communications' Claim
----------------------------------------------------------
Telnet Communications, Inc., purchased telecommunications services
from WorldCom, Inc., for resale.  In February 1996, to enable
Telnet to re-bill customer for the Debtors' long distance
services, WorldCom required Telnet to sign a "WorldCom's
Commercial Application for Services" whereby Telnet committed to
purchase $50,000 a month in long distance service over a three-
year period.

                     The Re-billing Arrangement

The Debtors billed Telnet one rate for all of Telnet's customers'
long distance use and then send Telnet a separate bill for each of
Telnet's customers with Telnet's rate marked-up by a specific
percentage set by Telnet on a customer-by-customer basis.  This
allowed Telnet to then send a bill to each of its customers at the
marked-up rate.  The difference in the two rates was to be
Telnet's compensation.

In February 1996, Telnet signed up for a tariffed product known as
"WorldOne Option G."  The one-year period that Telnet purchased
long distance services from the Debtors was governed by
WorldCom FCC Tariff No. 2.  The Tariff provided for a software
program package known as Call Manager PC, also referred to as PC
Manager Rerate Software, which would enable Telnet to rerate its
customers' bills so that Telnet could send bills to its customers
with marked-up re-rates.

In March 1996, the Debtors amended the Tariff to remove all
mention of the Call Manager Software as one of its services.  The
relationship between the Debtors and Telnet ended in April 1997.

                            Texas Action

In 1998, Telnet filed a lawsuit in a Texas state court, which was
later removed to federal court, alleging that the Debtors:

    -- misrepresented the reliability and accuracy of its billing
       services;

    -- failed to accurately bill Telnet and Telnet's clients; and

    -- failed to provide bills with the "call detail" allegedly
       promised by the Debtors' representative.

Telnet asserted state law claims for breach of contract, fraud,
misrepresentation, negligent misrepresentation, negligence, gross
negligence, tortious interference, violations of the Texas
Deceptive Trade Practices Act, and violations of the Federal
Communications Act.

On January 2, 2003, Telnet filed Claim No. 8297 against the
Debtors, attaching as support the Third Amended Complaint it filed
in the Texas proceeding.

The Debtors asked the Court to dismiss Claim No. 8297.

                       The Filed Rate Doctrine

The Filed Rate Doctrine prescribes that the "rights and
liabilities defined by the Tariff cannot be varied or enlarged by
either contract or tort of the carrier."  Am. Tel. & Tel. Co. v.
Cent. Office Tel., Inc., 524 U.S. 214, 227 (1998).  Furthermore,
it has been held that under this rule the tariff binds "both
customers and carriers with the force of law."

The Debtors argue that Telnet's Claim fail because it relies on
representations not contained in the Tariff.  Telnet has conceded
that it purchased a tariffed product.

The Debtors cite Central Office to demonstrate that Telnet's
Claim cannot proceed.  In Central Office, a reseller entered into
a contract to sell a provider's services to the reseller's
customers.  The provider could not fill the volume of the
reseller's customers.  The reseller subsequently terminated the
contract and filed a claim in state court.  The Supreme Court held
that the reseller's state law claims were preempted by the filed
rate doctrine.

The Tariff provides a specific remedy for damages arising in
connection with the furnished services.  The Debtors, therefore,
argue that the only remedy available to Telnet is a per-minute
credit for improperly billed minutes pursuant to the Tariff.  The
Debtors maintain that Telnet has not requested that form of
relief.  Thus, no relief can be granted.

Telnet distinguishes Central Office on two grounds:

    (a) The Supreme Court dismissed the contract claim in Central
        Office because it was based on a contract, which was in
        direct conflict with the express terms of the tariff; and

    (b) Because Federal Communications Commission has abolished
        the requirement to file tariffs, the filed tariff doctrine
        is no longer applicable.

The Bankruptcy Court notes that the court in Fax Telecomm., Inc.
v. AT&T, 138 F.3d 479 (2d Cir. 1998) held that the FCC has
unsuccessfully tried to regulate the doctrine out of existence by
excusing carriers from filing rates and noted that, in practice
the doctrine still applies.  The Fax Telecomm court also noted
that the application of the filed rate doctrine may lead to unjust
results and only Congress or the Supreme Court are the proper
forums to re-examine this doctrine.

Judge Gonzalez finds that Telnet has not established that the
Bankruptcy Court can disregard Central Office.  Even if there was
support for the proposition that Central Office should not be
followed with the same force and effect as before the FCC rule
changes, the Bankruptcy Court is bound by the Second Circuit
decision of Fax Telecomm, which held that the filed rate doctrine
still applies.

Judge Gonzalez holds that Central Office continues to be the
seminal case regarding the filed rate doctrine.  The Court rules
that the Tariff controls and the filed rate doctrine applies.

                        Enforceability of the
                   Limitation of Liability Clause

Telnet alleges that the limitation of liability clause in the
Tariff is overly broad, unreasonable and against public policy and
therefore, unenforceable as a matter of law.  Telnet maintains
that courts, in general, have been suspicious of limitation of
liability clauses and usually require a separate agreement in
order to be enforceable.

The Debtors maintain that because Telnet has remedies available
under the Tariff, the limitation of liability clause is not
"unfair" on its face.  Furthermore, the Debtors argue that the
only entity that can determine the "fairness" of a tariff
provision is the FCC.

The Court notes that in Telnet's case, there were no
representations of any implied warranties in the Tariff and
therefore, an action in fraud cannot be based on the present
facts.  Furthermore, neither party argues that the FCC has
promulgated any regulation that limits a party's ability to waive
implied warranties in a tariff.

"It is not within [the Bankruptcy] Court's province to determine
the fairness or equity of applying the filed rate doctrine,"
Judge Gonzalez contends.

"To the extent that the Debtors did not know that the Call
Manager Software was not functional at the time of the initiation
of the Rebilling Agreement, Telnet is only entitled to damages
pursuant to the terms of the Tariff.  Any challenges regarding the
'fairness' of applying the filed rate must be brought to the FCC."

                     Fraud and Misrepresentation

Telnet alleges that the Debtors induced it into the contract due
to fraudulent misrepresentations.  The Debtors argue and the
Court agrees that those actions are barred by the filed rate
doctrine unless there was a fraudulent misrepresentation in direct
conflict with terms of the Tariff.

Telnet attempts to distinguish Central Office by arguing that the
defendant in Central Office had included an explicit provision in
its tariff that stated that it made no warranties as to the
performance of the software.  However, the Court notes, Telnet
fails to acknowledge that the Debtors have essentially included
the same disclaimer in the Tariff in the limitation of liability
clause. According to Judge Gonzalez, the failure of the Call
Manager Software to function properly is clearly a defect in the
Debtors' service and, therefore, Telnet is only entitled to the
remedies available in the Tariff.

"If [the Bankruptcy] Court were to rule that the Debtors engaged
in a fraudulent misrepresentation, it would have to conclude that
there was either an express or implied warranty in the Tariff
which was misrepresented.  An examination of the Tariff reveals
that this is simply not the case," Judge Gonzalez maintains.

The Court rules that as a matter of law, Telnet's fraud and
misrepresentation claims cannot be sustained.

                 Telnet's Tortious Interference Claim

Telnet's tortious interference claim is separate from Telnet's
claim for inaccurate billing practices.  Telnet alleges that the
Debtors, in at least one instance, misrepresented to customers
that they represented Telnet in addition to themselves.  Telnet
contends that the Debtors improperly converted Telnet's customers
to the Debtors' customers through fraud and deceit.

The Court notes that the alleged transactions were not derivative
of any phone services to be provided by the Debtors and are
therefore, not governed by the Tariff.

The cause of action for tortious interference is one for tortuous
interference with contract.  Judge Gonzalez explains that the
tortious interference with contract requires the existence of a
valid contract between the plaintiff and a third party.  Telnet,
in not responding to the Debtors' legal argument and in not
pleading the existence of any valid contract between themselves
and a third party with which the Debtors interfered, has failed to
state a cause of action for which relief could be granted.

Thus, Judge Gonzalez dismisses Telnet's tortious interference
claim.  Furthermore, the Court denies Telnet's request to amend
its complaint to cure any defects in its pleadings.

The Court grants the Debtors' dismissal request in full.

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)


YOUNG BROADCASTING: Extends Consent Solicitation Until Tomorrow
---------------------------------------------------------------
Young Broadcasting Inc. (NASDAQ:YBTVA) disclosed that, in
connection with its previously announced tender offer and consent
solicitation for all of its $246,890,000 outstanding principal
amount of 8-1/2% Senior Notes due 2008, it has amended the Total
Consideration to be paid for Notes accepted for purchase in the
Tender Offer and has extended the Consent Payment Deadline and the
Expiration Time.

As described in the Offer to Purchase and Consent Solicitation
Statement dated April 11, 2005, the Total Consideration is
determined by reference to a fixed spread above the yield to
maturity of the 1.875% U.S. Treasury Note due Nov. 30, 2005.  On
April 22, 2005, which was the original Price Determination Date,
YBI announced the Total Consideration to be paid for those Notes
validly tendered and not validly withdrawn prior to the Consent
Payment Deadline.  YBI is now amending the fixed spread used to
determine the Total Consideration from 75 basis points to 50 basis
points.  The amended Total Consideration will be determined as of
2:00 p.m., New York City time today, April 28, 2005, which is the
new Price Determination Date.

               Consent Payment Deadline Extended

In addition, YBI has extended the Consent Payment Deadline
relating to the Consent Solicitation.  The Consent Payment
Deadline, which was scheduled to expire at 5:00 p.m., New York
City time, on April 25, 2005, has been extended to 5:00 p.m., New
York City time, on April 29, 2005, unless further extended or
earlier terminated.  Holders who validly tender their Notes by the
Consent Payment Deadline will be entitled to a consent payment of
$30 per $1,000 principal amount of Notes as part of the Total
Consideration paid for Notes that are accepted for purchase and
not validly withdrawn.  Holders of Notes that have previously
delivered consents are not required to redeliver such consents or
take any other action in response to the extension of the Consent
Payment Deadline.  As of 5:00 p.m., New York City time, on
April 25, 2005, YBI had received valid tenders of Notes from
holders of approximately 39.92% or $98,549,000 aggregate principal
amount of Notes outstanding.

YBI has also extended the Expiration Time for the Tender Offer.
The Tender Offer, which had originally been scheduled to expire at
5:00 p.m., New York City time, on May 9, 2005, will now expire at
5:00 p.m., New York City time, on May 13, 2005, unless further
extended or earlier terminated.

All other terms relating to the determination of the Total
Consideration and the Tender Offer Consideration, and the other
terms of the Tender Offer and the Consent Solicitation, will
remain as described in the Statement.  This announcement amends
and supplements the Statement solely as described in this press
release.  The terms of the Tender Offer and the Consent
Solicitation are more fully described in the Statement and related
Letter of Transmittal and Consent.

This announcement is neither an offer to purchase, nor a
solicitation of an offer to purchase, nor a solicitation of
tenders or consents with respect to, any Notes.  The Tender Offer
and the Consent Solicitation are being made solely pursuant to the
Statement and the related Letter of Transmittal and Consent.

YBI has retained Wachovia Securities, Lehman Brothers and Merrill
Lynch to serve as the dealer managers and solicitation agents for
the Tender Offer and the Consent Solicitation.  Questions
regarding the Tender Offer and the Consent Solicitation may be
directed to Wachovia Securities at (704) 715-8341 or (866) 309-
6316, to Lehman Brothers at (212) 528-7581 or (800) 438-3242 or to
Merrill Lynch at (212) 449-4914 or (888) ML4-TNDR.  Requests for
documents in connection with the Tender Offer and the Consent
Solicitation may be directed to Global Bondholder Services
Corporation, the information agent, at (212) 430-3774 or (866)
470-3900.

                      About the Company

Young Broadcasting Inc. (NASDAQ:YBTVA) owns ten television
stations and the national television sales representation firm,
Adam Young Inc.  Five stations are affiliated with the ABC
Television Network (WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY,
WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN and WBAY-TV -
Green Bay, WI), three are affiliated with the CBS Television
Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA and KELO-
TV - Sioux Falls, SD) and one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA).  KRON-TV - San
Francisco, CA is the largest independent station in the U.S. and
the only independent VHF station in its market.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 22, 2005,  
Moody's Investors Service assigned B1 ratings to Young  
Broadcasting Inc.'s $295 million in new senior secured credit  
facilities ($20 million revolving credit facility due 2010,  
$275 million senior secured term loan B due 2013).   

Additionally, Moody's affirmed Young's existing ratings, including  
a B2 senior implied rating, and changed the outlook to negative.  
The proceeds from the issuance will be used to redeem the  
company's 8.5% senior notes due 2008.  Thus, the transaction is  
neutral to leverage.

The negative outlook incorporates Young's still high debt burden,  
operating margins that lag peers in the television broadcast  
sector, and our expectation that the company will continue to burn  
cash in the near-term.  Accordingly, absent asset sales, the  
company is not able to meaningfully reduce debt.


* Ronald DeKoven Joins Jenner & Block as Of Counsel
---------------------------------------------------
Internationally prominent bankruptcy and finance attorney, Ronald
DeKoven, has joined Jenner & Block as Of Counsel.

Mr. DeKoven has been a recognized leader in several major
international organizations that have been instrumental in
formulating industry policy, precedent and legislation.  Mr.
DeKoven's substantial involvement in the European business
community resulted in his becoming an Ad Eundum member of Gray's
Inn, London, in 2003.  He also is an Associate Member of 3/4 South
Square, a well-known set of Chambers of English Barristers
concentrating in Commercial and Business Law, with a particular
emphasis on Insolvency and Banking.

Mr. DeKoven's more than 35 years' experience in commercial law
includes playing a significant role in several high profile cross-
border insolvencies, including Federal-Mogul, TXU, Lloyd's of
London, Equitas, Olympia and York, Barings, BCCI,
Metallgessellschaft and Alpargatas, S.A.  He also was involved
with several major bankruptcies including Ames Department Stores,
Allis Chalmers, and Long John Silver's.

Jerold S. Solovy, Chairman of Jenner & Block, states that "Ronald
DeKoven is a leader in bankruptcy and insolvency law nationally
and internationally and we are honored that he has joined Jenner &
Block."  Mr. DeKoven will be a member of the Firm's Bankruptcy,
Workout and Corporate Reorganization practice.  Partner Daniel R.
Murray, Chair of the practice, adds that: "Ron DeKoven's
international experience serves as a strong complement to our
practice and will enable us to continue our penetration of the
international insolvency marketplace."

Besides his insolvency practice, Mr. DeKoven has been a leader in
developing sophisticated leasing structures for financial
institutions.  He also has considerable experience in drafting
legislation as the Chief Reporter of Article 2A of the Uniform
Commercial Code and in monitoring the interpretation of
legislation as a former member of the Permanent Editorial Board
for the UCC.  In addition, Mr. DeKoven has served as a treaty
delegate for the U.S. Department of State with respect to
UNIDROIT, Rome, Italy, and as a member of the National Bankruptcy
Conference, which monitors the creation and development of U.S.
bankruptcy law.  He is also an elected member of the American Law
Institute and the National Bankruptcy Conference.

Prior to joining Jenner & Block, Mr. DeKoven was the head of the
leasing and bankruptcy practices at New York's Shearman &
Sterling, a firm he was with for more than 20 years.

Mr. DeKoven received his Juris Doctorate from the University of
Chicago Law School and his B.A. from Stanford University.

Ronald DeKoven serves as a Trustee and member of the Audit
Committee of The American Cancer Society Foundation.  He is also a
member of the Development Council of the Oxford University Law
Foundation.

                        About the Firm

Founded in 1914, Jenner & Block consistently delivers outstanding
results in corporate transactions and secures major litigation
victories for clients from the trial level through the United
States Supreme Court.  Its more than 400 attorneys located in
Chicago, Dallas and Washington, DC offer substantial experience in
a broad range of legal areas.  The Firm has a substantial
transactional and corporate practice, which focuses on mergers and
acquisitions, securities, finance, private equity, real estate,
tax, environmental, insurance, commercial law, technology,
intellectual property, bankruptcy and reorganization, labor and
employment, executive compensation, government contacts, health
care and associations.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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