TCR_Public/050429.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, April 29, 2005, Vol. 9, No. 100      

                          Headlines

ACE SECURITIES: Moody's Puts Low-B Rating on Two Class Certs.
ACS HOLDINGS: Losses & Deficit Trigger Going Concern Doubt
ADELPHIA COMMS: Deloitte Settles Fraud Litigation for $50 Million
ADELPHIA COMMS: Asks Bankruptcy Court to Bless No-Shop Requirement
ARMSTRONG WORLD: Asks Court to Approve EPA Settlement Agreement

ARTESIA MORTGAGE: Moody's Places Ba1 Rating on Class F Certs.
ASBURY AUTOMOTIVE: Moody's Puts B3 Ratings on Senior Sub. Notes
AVADO BRANDS: Judge Felsenthal Confirms Modified Chapter 11 Plan
AVNET INC: Fitch Says Memec Buy-Out Plans Won't Affect Ratings
AVNET INC: Moody's Affirms Rating on Senior Unsecured Debt at Ba2

BANC OF AMERICA: Moody's Affirms Five Classes with Low-B Ratings
CARR PHARMACEUTICALS: Court Approves Disclosure Statement
CHOICE HOTELS: March 31 Balance Sheet Upside-Down by $203.5 Mil.
CORNING INC.: Good Performance Prompts S&P to Lift Ratings
COVAD COMMS: Stockholders' Equity Climbs to $52.5 Mil. at Mar. 31

DADE BEHRING: Closes New $600 Million Credit Facility
DADE BEHRING: Declares $0.06 Per Share Initial Common Dividend
DB COS: Judge Walsh Confirms First Amended Joint Plan
DEUTSCHE MORTGAGE: Fitch Holds Low-B Ratings on Four Cert. Classes
EAGLEPICHER INC: Wants to Employ Squire Sanders as General Counsel

EAGLEPICHER HOLDINGS: Taps Houlihan Lokey as Financial Advisor
EAGLEPICHER INC.: UST Appoints 7 Creditors to Serve on Committee
ELCOM INT'L: Receives Short-Term Working Capital Funding
ENERGEM RESOURCES: Appoints Liu Yu as China's Managing Director
FEDERAL-MOGUL: Judge Lyons Approves CCR Settlement Agreement

FORD CREDIT: S&P Lifts Rating on Two Low-B Certificate Classes
GEMINI TWO: Case Summary & 40 Largest Unsecured Creditors
HELLER FINANCIAL: Moody's Cuts Class M Rating from B3 to Caa1
HUGHES NETWORK: Moody's Puts B1 Rating on $325M Sr. Secured Deals
JAZZ PHOTO: Confirmation Hearing Set for May 13

JB OXFORD: A Deeper Look at BDO Seidman's Going Concern Doubts
KEMPER INSURANCE: AM Best Says Financial Strength Is Poor
KOREA'S HYNIX: Good Performance Cues S&P to Lift Ratings
LA HACIENDA: Case Summary & 20 Largest Unsecured Creditors
LAKE LAS VEGAS: Moody's Rates Upsized First Lien Facility at B2

LANTIS EYEWEAR: Plan Confirmation Hearing Adjourned to May 17
LAZARD GROUP: Moody's Assigns Ba1 Rating to $650M Sr. Unsec. Debt
LIFESTREAM TECH: Names Matthew Colbert as Finance Vice-President
LOEWEN GROUP: Ontario Exchange Issues Delinquent Filer Notice
MAYTAG CORP: Moody's Lowers Rating to Ba2 on Sr. Unsec. Notes

MCLEODUSA INC: March 31 Stockholders' Deficit Widens to $127.6MM
MERIDIAN AUTOMOTIVE: Can Continue Using Cash Management System
MERIDIAN AUTOMOTIVE: Gets Interim OK to Pay Critical Vendors $8MM
MERIDIAN AUTOMOTIVE: Has Interim Access to $30MM of DIP Financing
MICRO COMPONENT: March 31 Balance Sheet Upside-Down by $3.7 Mil.

MIRANT CORP: CT Municipal Electric Objects to Disclosure Statement
MIRANT CORP: Southern Maryland Electric Slams Disclosure Statement
MIRANT CORPORATION: Wants to Settle Issues on Wrightsville Sale
MORGAN STANLEY: Fitch Places Low-B Ratings on Six Cert. Classes
MORTGAGE ASSET: Fitch Puts Low-B Ratings on Five Cert. Classes

NATIONAL BENEVOLENT: Fitch Withdraws Default Ratings
NATURAL GOLF: Liquidity Concerns Trigger Going Concern Doubt
NORTH AMERICAN: Moody's Slashes Rating to Caa1 on Sr. Unsec. Notes
NORTH AMERICAN: S&P Rates Proposed $60MM Sr. Secured Notes at B+
OFFICEMAX INC: Settles Proxy Contest in Meeting with K Capital

OFFSHORE LOGISTICS: SEC Investigation Prompts S&P to Cut Ratings
ORMET CORP: BofA Business Capital Provides $150-Mil Exit Financing
OWENS CORNING: CSFB Appeals Ruling Blocking Suit Against B-Readers
PACIFIC MAGTRON: Weinberg Raises Going Concern Doubt in Form 10-K
PENN NATIONAL: Earns $15.8 Million of Net Income in First Quarter

PREMIUM STANDARD: S&P Rates $125 Mil. Senior Unsecured Debt at BB
PROVENA FOODS: Auditors Issue Going Concern Doubt in Form 10-K
QWEST COMMS: Expects Q1 Results to Reflect Steady Improvement
R&G FINANCIAL: Fitch Assigns BB+ Preferred Stock Rating
REGIONAL DIAGNOSTICS: Taps Baker & Hostetler as Bankr. Counsel

REGIONAL DIAGNOSTICS: Taps Navigant as Restructuring Advisor
REUNION INDUSTRIES: Receives Going Concern Opinion from Auditors
SECURITY CAPITAL: May Not Meet Monday's Report Filing Deadline
SOUTH BEACH: Case Summary & 6 Largest Unsecured Creditors
SUPERIOR GALLERIES: Negative Cash Flow Prompts Going Concern Doubt

SW FORT: Case Summary & 13 Largest Unsecured Creditors
TRIAD FINANCIAL: Moody's Assigns B3 Rating to $200M Sr. Notes
TRIAD HOSPITALS: Earns $66.2 Million of Net Income in 1st Quarter
US AIRWAYS: Charlotte Asks Court to Lift Stay to Set Off Tax Claim
U.S. ANTIMONY: Delinquencies & Deficits Spur Going Concern Doubt

USG CORP: Creditors Comm. Wants General Unsecured Claims Paid Now
USG CORP: Earns $77 Million of Net Income in First Quarter
VALOR COMMS: Posts $12.6 Million Net Loss in First Quarter 2005
VICAR OPERATING: Moody's Puts Ba3 on Planned $500M Credit Facility
VISTEON CORP: Posts $188 Million Net Loss in First Quarter 2005

WESCORP ENERGY: Losses Spur Auditors to Raise Going Concern Doubt
WHEELING-PITTSBURGH: Sues Massey Subsidiary for Breach of Contract
WINN-DIXIE: Hires Smith Hulsey as Local Florida Counsel
WINN-DIXIE: Creditors Must File Proofs of Claim by August 1
WINN-DIXIE: Wants to Sell Three Store Leases to Food Lion

XEROX CORP.: Good Performance Cues S&P to Lift Ratings

* The Altman Group Hires ISS Corp. Governance Expert Reid Pearson
* Carl Marks Consulting & Carl Marks Capital Merge Under One Name
* Small Mortgage Buyer CBA Commercial Hires Two New Executives

* BOOK REVIEW: One Hundred Years of Land Values in Chicago

                          *********

ACE SECURITIES: Moody's Puts Low-B Rating on Two Class Certs.
-------------------------------------------------------------
Moody's Investors Service assigned Aaa ratings to the senior
certificates issued by ACE Securities Corp. Home Equity Loan
Trust, Series 2005-HE2, and ratings ranging from Aa1 to Ba3 to the
subordinate certificates in the deal.

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

The loans are being serviced by Ocwen Federal Bank FSB with Wells
Fargo as the master servicer.

The complete rating actions are:

Ace Securities Corp. Home Equity Loan Trust, Series 2005-HE2
Asset Backed Pass-Through Certificates:

   -- $680,337,000 Class A-1 Adjustable Rate Certificates rated,
      Aaa
   -- $150,490,000 Class A-2A Adjustable Rate Certificates rated,
      Aaa
   -- $69,647,000 Class A-2B Adjustable Rate Certificates rated,
      Aaa
   -- $39,120,000 Class A-2C Adjustable Rate Certificates rated,
      Aaa
   -- $70,729,000 Class M-1 Adjustable Rate Certificates rated,
      Aa1
   -- $39,023,000 Class M-2 Adjustable Rate Certificates rated,
      Aa2
   -- $23,780,000 Class M-3 Adjustable Rate Certificates rated,
      Aa3
   -- $21,341,000 Class M-4 Adjustable Rate Certificates rated, A1
   -- $20,731,000 Class M-5 Adjustable Rate Certificates rated, A2
   -- $18,292,000 Class M-6 Adjustable Rate Certificates rated, A3
   -- $15,243,000 Class M-7 Adjustable Rate Certificates rated,
      Baa1
   -- $15,243,000 Class M-8 Adjustable Rate Certificates rated,
      Baa2
   -- $12,195,000 Class M-9 Adjustable Rate Certificates rated,
      Baa3
   -- $12,195,000 Class M-10 Adjustable Rate Certificates rated,
      Ba2
   -- $16,463,000 Class B-1 Adjustable Rate Certificates rated,
      Ba3


ACS HOLDINGS: Losses & Deficit Trigger Going Concern Doubt
----------------------------------------------------------
Rotenberg Meril Solomon Bertiger & Guttilla, P.C., raised
substantial doubt about ACS Holdings, Inc.'s (OTCBB:ACSJ) ability
to continue as a going concern after it audited the Company's
financial statements for the fiscal year ended Dec. 31, 2004.  The
auditors cite the Company's recurring losses and negative cash
flows from operations as the triggers for their qualified opinion.

At Dec. 31, 2004, ACS Holdings' balance sheet showed a $1,540,652
stockholders' deficit, compared to a $573,284 deficit at Dec. 31,
2003.

The future of the Company is dependent upon its ability to obtain
financing and upon future profitable operations from the
development of its business.  Management has plans to seek
additional capital through debt or equity financing.

                     Restructuring Update

The Company's Chief Executive Officer, Mark Width, outlined the
Company's restructuring progress to all its shareholders and the
investment community.

KMA Capital Partners, Ltd., acquired a controlling interest in the
Company and continued its due diligence to determine where the
company was positioned in the marketplace.  Walter Roder resigned
as President and CEO.  The Company had incomplete records and the
consulting group had an extremely difficult job in creating the
paperwork trail to complete an audit that was due for the third
quarter as well as deal with compliance issues as a BDC.  The
Company received a letter from the SEC regarding its status as a
BDC in November, 2004.

In December the Company filed the third quarter financial
statement.  The Company through its consultants had several
"informational" requests from the SEC regarding the BDC, all were
answered in a timely manner.  The Company discontinued operations
of the card business and currently has no operating business. KMA
started the process of working with the creditors and debtors to
restructure the Company.

In January 2005 the Company, with Board approval, hired new
auditors for the year end audit, and the audit was started. The
Company continued to receive "informational" requests from the
SEC, which the Company answered in a timely manner. KMA continued
to work with creditors and debtors to restructure the Company.

In February, Mark Width accepted the position of President. KMA
made significant progress with the creditors and debtors and
determined that it was not necessary to file bankruptcy. On
February 28, 2005 the Company through its consultant KMA
restructured approximately $1.7 million in debt and the Company
filed a Form 8-K with the SEC in connection with this matter. In
the ongoing restructuring effort, investors representing
approximately 94%, or $1.67 million of debt with the Company,
entered into an agreement to convert their notes into preferred
equity. The Company received another "informational" request which
was answered. The year end audit process continued.

In March, efforts were spent mainly on the Company restructuring
plan, compliance and audit issues.  The Company continued to
receive "informational" requests from the SEC which were answered
in a timely manner.  The year end audit was in process.  It was
determined that the Company would focus its investment strategy as
a Financial Services Holding Company.  The areas of interest are
in mortgage banking, credit card processing, financial services
software and related fields.

April's efforts have focused mainly on compliance and audit
issues.  The Company completed its audit in a timely manner and
filed a Form 10-K.

            Buying 49% Interest in Software Developer

The Company recently entered into a Letter of Intent to acquire
49% of a financial services software developer.  The software
developer provides system services to ISO/MP organizations.  The
software automates the process of tracking sales and merchants in
their backroom environments through a modularized system.

                       About the Company  

ACS Holdings Inc., is a Business Development Company under the  
Investment Act of 1940 and upon the completion of the  
reorganization will aggressively seek opportunities in emerging  
and fast growth industries.  


ADELPHIA COMMS: Deloitte Settles Fraud Litigation for $50 Million
-----------------------------------------------------------------
The country's third-largest accounting firm, Deloitte & Touche
agreed to pay $50 million to settle charges that it should have
detected the fraudulent bookkeeping at Adelphia Communications,
the cable television company that subsequently filed for
bankruptcy, The New York Times reports.

Coming just a day after the Rigas family, which founded
Adelphia, settled a federal fraud case by agreeing to pay $715
million to investors who lost money when the company collapsed,
the Deloitte's settlement, according to the Securities and
Exchange Commission, is the largest ever by an accounting firm
and includes a record penalty of $25 million.

In an administrative order, the S.E.C. charged Deloitte with
conducting "a critically flawed audit" that failed to detect
"massive fraud perpetrated by Adelphia and certain members of
the Rigas family." The S.E.C. stated that among other abuses,
Adelphia excluded $1.6 billion in debt from its balance sheet
and overstated its stockholders' equity by $375 million.  In its
order, the S.E.C. stated, "The Deloitte engagement team's
failure to object to these particular misstatements permitted
Adelphia to engage in certain accounting practices that departed
from generally accepted accounting principles. Accordingly,
Deloitte caused Adelphia's violations."

In addition to the order, the commission also filed a complaint
in federal district court arguing that Deloitte failed to use
auditing procedures designed to detect illegal practices like
Adelphia's.

In a telephone interview, Mark K. Schonfeld, director of the
S.E.C.'s northeast regional office, told The New York Times,
"Auditors are the front line of oversight of public companies'
financial statements. When they fail to do their job, the result
can be tragic for investors. He also added, "The record
settlement in this case sends the message that we will hold
auditors accountable for their failures."

The S.E.C revealed that Deloitte settled both the agency's order
and court action for $25 million each without admitting or
denying the charges. The federal agency also revealed that both
amounts would be paid into a fund to compensate victims of
Adelphia's fraud.

In a press statement regarding the settlement, the firm said,
"Deloitte & Touche L.L.P. believes that the settlements are in
the best interests of its people, clients and the organization."
It also said the enforcement cases were its first since being
formed through a merger in 1989, and it cited plans to improve
its audit procedures and training.

Deloitte's settlement is the latest in a series of hefty
settlements reached in recent weeks by accounting firms facing
class action lawsuits and regulatory actions over their auditing
of companies where accounting fraud was found.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Class Action Reporter, Apr. 28,
2005; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Asks Bankruptcy Court to Bless No-Shop Requirement
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 22, 2005, the
U.S. Bankruptcy Court for the Southern District of New York
approved Adelphia Communications Corporation and its debtor-
affiliates' proposed supplemental bid protections that included
provisions for a modified no-shop requirement in their agreement
to sell substantially all of their assets to Time Warner NY Cable
LLC, a Time Warner Cable Inc. subsidiary, and Comcast Corporation.

Marc Abrams, Esq., at Willkie Farr & Gallagher, in New York,
relates that, on April 20, 2005, at the hearing to approve the
Supplemental Bid Protections, Judge Gerber asked the ACOM Debtors
to file a final version of the No-Shop Requirement sections of
the Time Warner and Comcast Asset Purchase Agreements.

Accordingly, the ACOM Debtors submitted to the Court the final
version of the No-Shop Requirement sections that contain
additional terms.  A full-text copy of the final version of those
sections is available for free at:

    http://bankrupt.com/misc/FinaVersionNoShopRequirement.pdf

The Final Version supersedes the forms of No-Shop Requirement
annexed to the Bid Supplement Order.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 90; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ARMSTRONG WORLD: Asks Court to Approve EPA Settlement Agreement
---------------------------------------------------------------
On September 30, 2003, the United States, on behalf of the
Environmental Protection Agency, filed Claim No. 4724 against
Armstrong World Industries, Inc.'s estate.  The EPA Claim alleges,
inter alia, that AWI is liable to the EPA under the Comprehensive
Environmental Response, Compensation and Liability Act.

Specifically, the EPA Claim alleges that AWI is jointly and
severally liable for costs incurred and to be incurred by the EPA
in the course of responding to releases and threatened releases of
hazardous substances into the environment at or from a number of
sites.  The EPA Claim identified seven of those sites.  The Sites
principally involve those that are not owned and operated by AWI
and as to which other private parties may also have responsibility
for response costs and for other damages.

The EPA Claim further asserts that AWI has continuing obligations
with respect to the Malvern TCE Superfund Site pursuant to a
consent decree that AWI and 34 other potentially responsible
parties entered into with the United States Government before the
Petition Date.  Pursuant to the Malvern Consent Decree, AWI and
the other PRPs agreed to perform the remedy for the Malvern Site's
cleanup.  The EPA Claim alleges that AWI has continuing
prepetition injunctive performance obligations under the Malvern
Consent Decree, and that those obligations are non-dischargeable
obligations that will remain enforceable after a plan of
reorganization is approved by the Court.

Because of the parties' desire to avoid protracted and expensive
litigation, shortly after the Petition Date, AWI and the EPA
commenced negotiations toward a "global" resolution of AWI's
alleged prepetition environmental liabilities.  The negotiations
proved difficult and time-consuming, as the parties addressed
numerous complex issues at the intersection of the bankruptcy and
environmental laws, involving numerous sites where AWI is alleged
to have some liability.  As a result of those negotiations, the
parties came up with the EPA Settlement Agreement.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court that the EPA Settlement
Agreement addresses all claims the EPA has, or may have in the
future, with respect to AWI's alleged CERCLA liability by placing
them into one of six different categories and then specifying how
those categories of claims are to be treated in AWI's bankruptcy.  
The six categories, and the treatment of those claims, are:

   (1) Claims Relating to Liquidated Sites

       Being the largest category consisting of claims relating
       to 19 sites, AWI will provide the EPA with allowed general
       unsecured claims on account of each of the Liquidated
       Sites, ranging in size from $0 to $7,780,0004 -- for an
       aggregate unsecured claim of $8,727,739.  Regardless of
       the amount of the allowed claim, AWI's alleged liabilities
       arising from prepetition conduct relating to the
       Liquidated Sites are fully discharged.  The EPA agrees,
       for settlement purposes, that any claims or rights to
       other forms of relief that it could assert against AWI are
       satisfied, whether for matters known or unknown, unless
       the claim arises from AWI's postpetition conduct.

   (2) Claims Relating to Insurance Sites

       Insurance Sites are a subset of Liquidated Sites.  If, at
       any time in the future, AWI receives insurance proceeds on
       account of the Insurance Sites in excess of the costs of
       pursuing the insurance, AWI will pay 48% of the excess
       proceeds to the EPA until the allowed claim with respect
       to that Liquidated Site is paid in full.

   (3) Claims Relating to Discharged Sites

       The Discharged Sites comprise 18 sites.  All alleged
       liabilities of AWI to the EPA under Sections 106 and 107
       of the CERCLA and Section 7003 of the Resource
       Conservation and Recovery Act, that arise from prepetition
       acts, omissions or conduct of AWI or, its predecessors,
       with respect to the Discharged Sites are discharged.  The
       difference in treatment between the 18 sites included
       among the Discharged Sites and the three Liquidated Sites
       as to which the EPA receives a $0 allowed unsecured claim
       is that AWI does not obtain contribution protection with
       respect to the Discharged Sites.

   (4) Claims Relating to AWI-Owned Sites

       AWI-Owned Sites are sites owned by AWI at the time of plan
       confirmation or any time after.  The EPA's claims with
       respect to the AWI-Owned Sites are not discharged, and any
       liability for the AWI-Owned Sites passes through the
       bankruptcy unaffected.

   (5) Claims Relating to Additional Sites

       An Additional Site refers to any site that is not an AWI-
       Owned Site but for which AWI might be liable as a result
       of its prepetition conduct and which is not specifically
       mentioned elsewhere in the EPA Settlement Agreement.
       AWI's liability for Additional Sites is discharged, but
       AWI may nevertheless be required to pay Response Costs if
       the claim for those costs is liquidated by settlement or a
       judgment in a determined amount.  In this case, AWI's
       payment to the EPA would be the same as it would have been
       had the liability for the Additional Site been liquidated
       in the Chapter 11 case and treated as an allowed general
       unsecured claim under a confirmed plan.  AWI may not be
       ordered to perform work at Additional Sites.

   (6) Claims Relating to the Malvern Site

       AWI agrees to comply with all of its obligations under the
       Malvern Consent Decree, and AWI's obligations under the
       Malvern Consent Decree will not be impaired in any way by
       the Chapter 11 case, confirmation of a plan or the EPA
       Settlement Agreement.  In addition, to the extent AWI has
       entered into executory contracts with other parties to
       perform work at the Malvern Site to comply with its
       obligations under the Malvern Consent Decree, AWI is
       required to assume certain agreements pursuant to
       Section 365 of the Bankruptcy Code.

AWI asks the Court to approve the EPA Settlement Agreement.  AWI
also seeks permission to assume the Malvern Consent Decree and any
executory contracts related to its performance to effectuate the
terms of the Settlement Agreement.

In exchange for the allowed claims granted on account of the
Liquidated Sites, the EPA has covenanted not to sue AWI under the
CERCLA or Section 7003 of the RCRA for costs incurred or to be
incurred with respect to each Liquidated Site, or to compel AWI to
perform work at any Liquidated Site.

Mr. Collins tells Judge Fitzgerald that under the EPA Settlement
Agreement, AWI is also entitled to full protection from all
existing and future third-party claims for contribution for any
past or future cleanup or other Response Costs at the Liquidated
Sites and the Malvern Site.

Furthermore, AWI reserves all of its arguments and defenses under
applicable environmental laws with respect to any claims asserted
against it at any of the Additional Sites.  Mr. Collins states
that the EPA has agreed to negotiate fair and equitable terms in
settlement of any claims arising at an Additional Site.  Moreover,
the EPA Settlement allows AWI to deal with yet unknown claims
under a plan of reorganization on the same terms with which they
would have been treated if they were currently known and
liquidated, thus allowing AWI to avoid costly estimation
proceedings or litigation over whether those claims constitute
dischargeable claims in its Chapter 11 case.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
(Armstrong Bankruptcy News, Issue No. 75; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ARTESIA MORTGAGE: Moody's Places Ba1 Rating on Class F Certs.
------------------------------------------------------------
Moody's Investors Service upgraded four classes and affirmed three
classes of Artesia Mortgage CMBS, Inc., Commercial Mortgage Pass-
Through Certificates, Series 1998-C1 as follows:

   -- Class A-2, $58,800,329, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $9,348,000, Net WAC, affirmed at Aaa
   -- Class C, $11,218,000, Net WAC, upgraded to Aaa from A1
   -- Class D, $9,816,000, Net WAC, upgraded to Aa2 from Baa2
   -- Class E, $3,272,000, Net WAC, upgraded to A1 from Baa3
   -- Class F, $8,413,000, Net WAC, upgraded to Ba1 from Ba2

As of the April 25, 2005 distribution date, the transaction's
aggregate principal balance has decreased by approximately 40.3%
to $111.6 million from $187.0 million at securitization.  The
Certificates are collateralized by 156 loans secured by
multifamily and commercial properties.  The loans range in size
from less than 1.0% to 1.8% of the pool, with the ten largest
loans representing 13.6% of the outstanding pool balance.  Seven
loans have been liquidated from the trust, resulting in $3.4
million of realized losses.

Three loans, representing 2.9% of the pool, are in special
servicing.  Moody's has estimated aggregate losses of $285,000 for
all of the specially serviced loans.  Thirty-eight loans,
representing 25.8% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2003 operating results for
94.7% of the performing loans and partial or year-end 2004
operating results for 51.4% of the performing loans.  Moody's loan
to value ratio -- LTV -- is 73.5%, compared to 87.2% at Moody's
last full review in August 2003 and compared to 81.6% at
securitization.  Based on Moody's analysis, 12.0% of the pool has
a LTV greater than 100.0%, compared to 34.6% at last review and
10.3% at securitization.  The upgrade of Classes C, D, E and F is
due to increased subordination levels and improved pool
performance.

The top three loans represent 4.9% of the pool.  The largest loan
is the Sunrise Village Apartments Loan ($2.0 million - 1.8%),
which is secured by a 132-unit multifamily property located in
North Mankato, Minnesota.  The property's performance has improved
since securitization.  Moody's LTV is 52.5%, compared to 57.4% at
Moody's previous review.

The second largest loan is the Grand Forks Apartments Loan ($1.8
million - 1.6%), which is secured by a 152- unit multifamily
property located in Grand Forks, North Dakota.  The property's
performance has been stable since securitization.  Moody's LTV is
75.8%, compared to 78.4% at Moody's last review.

The third largest loan is the Wildridge Office Complex Loan ($1.6
million - 1.5%), which is secured by a 34,000 square foot office
building located in suburban Sacramento, California.  The
property's performance has been impacted by increased expenses.
Moody's LTV is 92.9%, compared to 95.6% at Moody's last review.

The collateral properties are located in 25 states with
approximately 64.6% of the pool balance concentrated in five
states.

The highest state concentrations are:

   * California (24.0%),
   * Texas (15.3%),]
   * Arizona (9.0%),
   * Washington (8.2%), and
   * Colorado (8.1%).

The pool's collateral is a mix of:

   * retail (33.9%),
   * office (28.4%),
   * multifamily (25.7%),
   * industrial and self storage (10.5%),
   * mixed use (1.2%), and
   * lodging (0.3%).

All of the loans are fixed rate.


ASBURY AUTOMOTIVE: Moody's Puts B3 Ratings on Senior Sub. Notes
---------------------------------------------------------------
Moody's Investors Service affirmed Asbury Automotive, Inc.'s
ratings and revised the rating outlook to stable from negative.
The ratings affirmation and change in outlook reflects Asbury's
improved operating performance and more measured acquisition
activity.

Overall, the ratings reflect Asbury's diverse business model and
its brand mix diversity with a concentration in luxury and import
bands, offset by relatively high, albeit decreasing, leverage for
its rating category and continuing issues with one of its auto
manufacturer.

The key rating drivers for Asbury include:

   (1) Managing growth and size.  Asbury is modestly acquisitive
       with 7 franchises acquired in 2004 relative to 132 in
       total.  Future acquisitions are targeted at luxury/import
       brands which are more profitable and have been gaining
       market share.  In addition, we believe the parts and
       service business, which is partially driven by new vehicle
       sales, for the import/luxury brands is generally more
       profitable than for domestic brands.

   (2) Brand and Geographic diversity.  Asbury's diverse brand mix
       with domestic, import and luxury new vehicle sales in 2004
       of 22%, 31% and 47%, respectively, is a credit enhancement.
       In addition, Asbury's geographic diversity in 11 states
       with a concentration in the key Sun Belt states is also a
       positive ratings factor.

   (3) Cost structure and operating profitability.  Asbury's
       variable cost structure with high cost efficiency ratio
       (SG&A/gross profit) in the mid 80% range is a credit
       concern, while improving operating margins (EBIT/gross
       profit) in the high teens from the low teens is a credit
       positive.

   (4) Cash flows, financial policy, and flexibility.  The
       consistent generation of operating cash flow with over $65
       million of retained cash flow the last three years is a
       credit strength.  However, high, albeit improving, leverage
       with retained cash flow/adjusted debt of less than 10% (up
       from 8% in 2003) and adjusted debt/adjusted EBITDAR of 6.4x
       (down from 8.9x in 2003) are credit concerns.  Debt is
       adjusted to treat 25% of the floor plan payable as debt and
       to capitalize operating leases.

   (5) Internal controls and corporate governance.  Improved
       financial controls with no material weaknesses reported is
       a credit positive.

In addition to the factors mentioned above, Asbury's ratings also
reflect the competitive, highly fragmented and commodity nature of
the auto retailing business as well as Asbury's high growth
through a roll-up strategy of acquiring select import and luxury
franchises.  The B3 ratings of the 8% and 9% senior subordinated
notes reflect their effective subordination to floor plan
obligations, secured mortgage facilities, and the secured credit
facility, as well as their modest asset coverage.  The
subordinated notes ratings recognize the benefit of guarantees
from operating companies, except for Toyota and Lexus dealerships
which do not guarantee the $200 million 8% subordinated notes.

The stable ratings outlook reflects Moody's expectation that
Asbury will sustain its recent operating gains and internal
control improvements and that it will continue to maintain a
favorable brand mix.  The stable outlook also reflects our
expectation that Asbury will continue its operational improvements
realized in 2004 and that the company's leverage, measured by
adjusted debt/adjusted EBITDA will not increase significantly
beyond its current level.

A shift in Asbury's acquisition strategy or a resumption of past
poor performance trends could put pressure on the ratings.  
Ratings could also be downgraded if operating margins measured as
EBIT/gross profit, which is currently which is currently in the
high teens, fall below 12%, SG&A/gross margin rise above 90%, or
adjusted leverage (adjusted debt/adjusted EBITDA) rise above 8.0x.
Ratings could improve if Asbury sustains its improved debt
protection measures by continuing with its focus on operations or
continues to reduce financial leverage.  Ratings could be upgraded
if operating margins increased to the mid 20% range, SG&A/gross
profit fell to the high 70% range or if adjusted leverage fell
below 5.5x.

The ratings affected:

   * Senior implied rating affirmed at B1;
   * Senior unsecured issuer rating affirmed at B2;
   * $250 million 9% senior subordinated notes affirmed at B3;
   * $200 million 8% senior subordinated notes affirmed at B3;

Asbury Automotive Group. Inc. operates over 130 franchises
representing 33 automotive brands through the United States.  
Sales were $5.5 billion for the twelve months ended March 31,
2005.


AVADO BRANDS: Judge Felsenthal Confirms Modified Chapter 11 Plan
----------------------------------------------------------------          
The Honorable Judge Steven A. Felsenthal of the U.S. Bankruptcy
Court for the Northern District of Texas confirmed the Modified
Plan of Reorganization filed by Avado Brands, Inc., and its
debtor-affiliates at a hearing on April 21, 2005.  Judge
Felsenthal entered an Amended Amended Order confirming the
restaurant operator's chapter 11 plan on April 26, 2005.  

Judge Felsenthal approved the adequacy of the Debtors' Disclosure
Statement on March 3, 2005, and the plan was sent to Avado's
creditors for a vote.  

The Modified Plan incorporates technical changes concerning
particular Claims by agreement with holders of those Claims, and
does not materially adversely affect or change the treatment of
any Claims or Interests described in the original Plan.

As previously reported in the Troubled Company Reporter, the Plan
provides for the substantive consolidation of the Debtors' Estates
and for the possible merger of certain Debtor-affiliates.

The Plan contemplates that the Reorganized Debtors will receive
exit financing from three sources:

    (i) a $45 million New Tranche A Financing Facility;

   (ii) a $12.5 million New Tranche B Financing Facility from
        DDJ Capital; and

  (iii) the sale of $17.5 million of New Convertible Preferred
        Stock to DDJ Capital.

Judge Felsenthal concludes that:

   a) the Plan complies with the applicable provisions of Section
      1129(a)(1) of the Bankruptcy Code, and provides for the same
      treatment by the Debtors for each Claim in each respective
      Class unless the Holder of a particular Claim has agreed to
      less favorable treatment with respect to that Claim,
      satisfying Section 1123(a)(4) of the Bankruptcy Code;

   b) the Plan is feasible and provides adequate means for
      its implementation, satisfying Sections 1123(a)(5) and
      1129(a)(11)of the Bankruptcy Code; and

   c) The Plan satisfies Section 1129(a)(2) of the Bankruptcy
      Code, and the Debtors proposed the Plan in good faith and
      not by any means forbidden by law, satisfying Section
      1129(a)(3) of the Bankruptcy Code.

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

    http://www.researcharchives.com/bin/download?id=050428035804

Headquartered in Madison, Georgia, Avado Brands, Inc., owns and
operates two proprietary brands comprised of 102 Don Pablo's
Mexican Kitchens and 37 Hops Grillhouse & Breweries.  The Company
and its debtor-affiliates filed a voluntary chapter 11 petition on
February 4, 2004 (Bankr. N.D. Tex. Case No. 04-31555).  Deborah D.
Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith
Incorporated, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $228,032,000 in total assets and
$263,497,000 in total debts.


AVNET INC: Fitch Says Memec Buy-Out Plans Won't Affect Ratings
--------------------------------------------------------------
Fitch Ratings believes Avnet Inc.'s proposed $676 million
acquisition of Memec Group Holding Ltd. will have no immediate
effect on the company's ratings as the majority of the purchase
price will be funded with Avnet stock.  Fitch rates Avnet as
follows:

   -- Senior unsecured debt 'BB';
   -- Rating Outlook Stable.

As a result of this transaction, total debt will increase to
approximately $1.5 billion from $1.3 billion at Jan. 1, 2005, as
Avnet will assume approximately $195 million of Memec debt.  Memec
is a global distributor specializing in semiconductors with
significant design and engineering capabilities.

Credit protection measures are expected to improve slightly at the
transaction's closing due to the combined company's higher
profitability and will improve further if, as anticipated, Avnet
repays the assumed Memec debt with a combination of cash on the
balance sheet and borrowings from its undrawn $350 million
revolving bank credit facility expiring June 2007.  Fitch believes
that positive rating momentum could result over the intermediate
term should Avnet achieve its targeted cost reductions (resulting
in higher and more consistent operating margins) and continues to
generate positive free cash flow through the semiconductor cycle.
For the latest-twelve-months ended Jan. 1, 2005, Fitch estimates
Avnet's total leverage (total debt to EBITDA) was greater than
3.5 times (x) and interest coverage (EBITDA-to-interest expense)
was less than 4.5x.

The ratings continue to consider Avnet's significant and
increasing exposure to the global semiconductor market,
historically characterized by cyclical demand and volatile cash
flows, the information technology distributors' thin operating
margins, and the significant investment levels, potentially
including debt-financed acquisitions, required for the company to
expand its presence in the higher growth Asia-Pacific markets.   
Rating strengths center on Avnet's leading industry position,
primarily focused on a diversified small- to medium-size customer
base, and broad scope and extensive geographic reach.  Fitch also
believes the IT distributors' working capital model supports
Avnet's rating, as the company generated significant cash flow
from working capital during the recent IT downturn and,
conversely, demonstrated during 2003 and 2004 the ability to grow
at rational levels without using significant cash for working
capital.


AVNET INC: Moody's Affirms Rating on Senior Unsecured Debt at Ba2
-----------------------------------------------------------------
Moody's Investors Service affirmed the debt rating of Avnet Inc.
(senior unsecured at Ba2) and placed the debt ratings of
privately-held Memec Group Holdings Ltd. (senior implied at B2) on
review for possible upgrade following the announcement of Avnet's
acquisition of Memec for $676 million in stock and cash.  The
ratings outlook for Avnet is stable.

Avnet's rating affirmation is based on the transaction's largely
neutral impact on the company's credit metrics (prior to expected
cost synergies) due to the significant use of stock to fund the
acquisition.  Avnet will issue 24.011 million shares of common
stock to Memec investors.  In addition, the transaction will
include a $64 million cash payment and the assumption of $194
million net debt of Memec.  The transaction includes $459 million
of shareholders loans of MEMEC that will be extinguished following
close of the transaction.  Avnet expects to repay at closing $194
million of net borrowings under Memec's $100 million Term Loan A
and $100 million Term Loan B credit agreements, through cash on
hand and borrowings under its undrawn $350 million credit
facility.  Pro forma debt will be $1.6 billion versus actual debt
of $1.3 billion as of January 1, 2005.

Avnet's ratings could be positively influenced based on the
company's execution towards realizing synergies from the Memec
acquisition.  Moody's will look to evaluate the revenue prospects
of the combined entity as well as reasonability of expected cost
reduction from eliminating operational and administrative expenses
of Memec.  Avnet expects to realize $120 million of annual cost
reductions by the beginning of fiscal 2007.  The company expects
to incur acquisition and restructuring costs of under $100
million.  While Avnet has had success in integrating over 30
acquisitions over the past 10 years, the inherent risks associated
with integrating acquisitions of this magnitude could result in
some disruption to the operations of Avnet and Memec over the near
term.

The ratings review of Memec is expected to conclude at the closing
of the transaction, which is expected to be within 60 to 90 days,
at which time the Memec ratings are likely to be withdrawn.  The
review for possible upgrade is based on the stronger credit
profile of Avnet, the expected repayment of outstanding Memec debt
at closing and the elimination of $459 million of Memec
shareholder loans, which has placed significant strain on Memec's
capital structure.  The review will also consider the prospects of
the Memec business as a fully integrated part of Avnet.

In the twelve months ended January 1, 2004, Avnet generated $10.8
billion of revenue and $317 million of operating income (2.9%
operating margin), its highest profitability level since the
beginning of fiscal 2002.  At the end of the same period, debt to
EBITDA leverage stood at 3.6 times while EBITDA to interest
expense coverage was 4.4 times, reflecting broad restoration of
credit metrics over the past several quarters.  Memec generated
$2.3 billion in revenue for 2004 and an estimated $73 million of
adjusted EBITDA, which excludes non-recurring expenses of $17
million over the period.

The ratings affirmed are:

   * Senior unsecured rated at Ba2

   * Shelf registration for senior unsecured and subordinated
     debt rated at (P)Ba2 and (P)Ba3, respectively.

The debt ratings of Memec have been placed under review for
possible upgrade:

   * Memec Group Holdings senior implied rating of B2

   * Memec Group Holdings senior unsecured issuer rating of Caa1

   * Memec Group Ltd. $100 million senior secured revolving credit
     facility of B1

   * Memec Group Ltd. $100 million senior secured Term Loan A of
     B1

   * Memec Group Ltd. $100 million senior secured Term Loan B of
     B2.

Avnet Inc., headquartered in Phoenix, Arizona, is the one of the
largest worldwide distributors of electronic components and
computer products, primarily for industrial customers.

Memec Group Holdings, together with its subsidiaries, is a global
distributor of semiconductor components with headquarters in San
Diego, California. Since 2000, the company has been controlled by
a group of investors led by the private equity firm Permira.


BANC OF AMERICA: Moody's Affirms Five Classes with Low-B Ratings
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of ten classes of Banc of America Commercial
Mortgage Inc., Commercial Mortgage Pass-Through Certificates,
Series 2000-2 as follows:

   -- Class A-1, $119,768,807, Fixed, affirmed at Aaa
   -- Class A-2, $477,137,063, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $37,816,366, Fixed, upgraded to Aa1 from Aa2
   -- Class C, $24,469,413, Fixed, upgraded to Aa3 from A1
   -- Class D, $17,795,938, Fixed, upgraded to A1 from A2
   -- Class E, $8,897,968, Fixed, upgraded to A2 from A3
   -- Class F, $11,122,461, Fixed, upgraded to A3 from Baa1
   -- Class G, $17,795,937, WAC, affirmed at Baa2
   -- Class H, $11,122,460, WAC, affirmed at Baa3
   -- Class K, $5,561,230, Fixed, affirmed at Ba2
   -- Class L, $6,673,476, Fixed, affirmed at Ba3
   -- Class M, $2,224,492, Fixed, affirmed at B1
   -- Class N, $6,673,477, Fixed, affirmed at B2
   -- Class O, $4,448,984, Fixed, affirmed at B3

As of the April 15, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 9.1% to $808.0
million from $889.0 million at securitization.  The Certificates
are collateralized by 119 mortgage loans secured by commercial and
multifamily properties.  The pool includes one shadow rated loan
representing 5.8% of the pool.  The loans range in size from less
than 1.0% to 10.4% of the pool, with the top 10 loans representing
39.0% of the pool. Nine loans, representing 7.5% of the pool, have
defeased and have been replaced with U.S. Government securities.
Three loans have been liquidated from the pool resulting in
aggregate realized losses of approximately $2.4 million.

One loan, representing less than 1.0% of the pool, is in special
servicing.  Moody's does not expect any losses from this loan
currently.  Thirty-eight loans, representing 44.5% of the pool,
are on the master servicer's watchlist.

Moody's was provided with year-end 2003 operating results for
92.6% of the performing loans and partial and year-end 2004
operating results for 87.9% of the performing loans.  Moody's loan
to value ratio -- LTV -- for the conduit component is 86.7%,
compared to 84.5% at securitization.  Based on Moody's analysis,
17.8% of the conduit pool has a LTV greater than 100.0%, compared
to 1.1% at securitization.  The upgrade of Classes B, C, D, E, and
F is primarily due to increased subordination levels.

The shadow rated loan is the Residence Inn Portfolio Loan ($47.0
million - 5.8%), which is secured by 10 extended-stay hotels
totaling 1,150 guestrooms.  The properties were built between 1989
and 1995 and are located in seven states.  The loan is on the
master servicer's watchlist due to a decline in RevPAR.  RevPAR
for the trailing 12-month period ending September 30, 2004 was
$71.38, compared to $87.63 at securitization.  The decline in
performance has been largely offset by amortization.  The loan,
which amortizes on an 18-year schedule, has paid down by 13.9%.
The loan is shadow rated A2, the same as at securitization.

The top three conduit loans represent 17.6% of the outstanding
pool balance.  The largest conduit loan is the Olen Properties
Multifamily Portfolio Loan ($84.1 million - 10.4%), which consists
of four cross collateralized loans secured by four multifamily
properties.  The properties are located in Las Vegas, Nevada (2)
and North Palm Beach and Ft. Lauderdale, Florida.  All of the
properties are Class A and were constructed between 1996 and 1999.
The portfolio's performance has been stable since securitization.
As of December 30, 2004 the portfolio was 92.8% occupied, compared
to 94.5% at securitization.  Moody's LTV is 80.1%, compared to
84.0% at securitization.

The second largest conduit loan is the SCI Portfolio Loan ($32.1
million - 4.0%), which is secured by two CBD office properties
located in Dallas and Ft. Worth, Texas.  The properties are over
40 years old and total 718,000 square feet.  Bank of America
occupies 98.0% of the Dallas property and 40.0% of the Ft. Worth
property under leases that expire in December 2009.  Although the
portfolio's occupancy has been stable since securitization,
performance has been impacted by a significant increase in
expenses.  The loan is on the master servicer's watchlist due to a
decline in debt service coverage.  Moody's LTV is 85.5%, compared
to 75.3% at securitization.

The third largest conduit loan is the Interstate Corporate Center
Loan ($25.7 million - 3.2%), which is secured by a 433,000 square
foot, 17 building office park located in Norfolk, Virginia.  The
property is known as "Kroger Center" and was built in phases from
1968 through 1977.  As of September 2004 the park was 91.0%
occupied, the same as at securitization.  However, performance has
been impacted by lower rental rates and rental concessions.  The
loan is on the master servicer's watchlist due to a decline in
debt service coverage.  Moody's LTV is in excess of 100.0%,
compared to 97.8% at securitization.

The pool's collateral is a mix of:

   * office (40.8%),
   * multifamily (25.1%),
   * retail (13.2%),
   * lodging (9.3%),
   * U.S. Government securities (7.5%), and
   * industrial and self storage (4.1%).

The collateral properties are located in 28 states and Washington,
D.C. The highest state concentrations are:

   * California (16.1%),
   * Florida (16.1%),
   * Texas (10.7%),
   * Nevada (6.9%), and
   * Arizona (5.0%).

All of the loans are fixed rate.


CARR PHARMACEUTICALS: Court Approves Disclosure Statement
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
the Amended Disclosure Statement explaining Carr Pharmaceuticals,
Inc.'s Third Amended Plan of Liquidation on April 1, 2005.

Judge Judith H. Wizmur authorizes the Debtor to transmit the
Amended Disclosure Statement and solicit acceptances to the
Liquidation Plan.  Judge Wizmur rules that the Amended Disclosure
Statement contains the right amount of the right kind of
information necessary for the creditors to make and informed
decision on the Amended Plan.

                        Terms of the Plan

The Liquidation Plan proposes to liquidate the Debtor's assets
through the sale of:

   * loan documents and stock to Medira Investments LLC for
     $2 million

   * substantially all of the Debtor's assets to Jonah
     Manufacturing Company, Inc., for $1 million.

                 Treatment of Impaired Claims

Carr's secured creditor, UPS Capital Business Credit f/k/a First
International Bank, will be paid $2 million from the proceeds of
the Medira Investments Transaction and 98% of the $1 million Asset
Sale Proceeds in full satisfaction of its $4,752,821.03 claim.

Holders of unsecured claims, totaling $2.5 million, will receive
their pro rata share of 2% of the Asset Sale Proceeds, for a 0.8%
recovery.  

Holders of equity interests will not receive anything.

Judge Wizmur will consider confirmation of the Liquidation Plan on
May 10, 2005.

Carr Pharmaceuticals, Inc., an affiliate of Miza
Pharmaceuticals, Inc., a pharmaceutical contract manufacturing
company, filed for chapter 11 protection on May 23, 2003 (Bankr.
N.J. Case No. 03-27366).  Michael G. Menkowitz, Esq., and
Magdalena Schardt, Esq., at Fox Rothschild LLP represent the
Debtor in their restructuring efforts.


CHOICE HOTELS: March 31 Balance Sheet Upside-Down by $203.5 Mil.
----------------------------------------------------------------
Choice Hotels International, Inc. (NYSE:CHH) released its
financial statements for the first quarter period ended March 31,
2005.

"Choice Hotels is off to a very good start for 2005," said Charles
A. Ledsinger, Jr., president and chief executive officer.  "We
recently added the 5,000th open & operating hotel to our worldwide
system, a significant milestone."

He added, "We are seeing clear evidence that demand by hotel
owners and developers for our brands remains strong, given the 27%
growth in initial and relicensing fees and high developer interest
in our newest brand, Cambria Suites.  We are optimistic that for
2005 growing consumer demand for our brands and the range of
lodging choices they represent, as well as increasing satisfaction
of our franchisees with our services and support will allow us to
sustain the momentum reflected in our first quarter results."

                 First Quarter 2005 Performance

Choice reported first quarter 2005 net income of $12.0 million, a
20% increase in diluted EPS over the same period for 2004.

Operating income for first quarter 2005 increased 18% from
$18.9 million to $22.3 million.  Franchising margins for the first
quarter increased to 53.6% from 50.6% for the same period a year
ago.

The company also reported total revenues of $91.2 million for
first quarter 2005, compared to $87.2 million in first quarter
2004, an increase of 4.6%.  Franchising revenues, which include
royalty revenues, initial and relicensing fees, partner services
and other revenue, increased 11% for first quarter 2005 to $41.2
million from $37.1 million reported for the same period a year
ago.

Royalty revenues for first quarter 2005 were $33.6 million,
compared to $30.7 million for first quarter 2004, an increase of
10%.

System-wide domestic revenue per available room was $28.54 for
first quarter 2005, compared to $27.04 for the same period in
2004, a 5.5% increase.

For first quarter 2005, the effective royalty rate increased six
basis points from 4.02% to 4.08%.

                      2005 Unit Growth

The number of domestic Choice hotels on-line grew by 4.9% to 3,868
(312,630 rooms on-line) as of March 31, 2005 from 3,688 (299,359
rooms on-line) as of the same date a year ago.  Net domestic
franchise additions in first quarter 2005 were 34 compared to 52
for the same period in 2004.

Choice executed 103 new domestic hotel franchise contracts
representing 8,806 rooms in first quarter 2005, compared to 81 new
contracts representing 6,893 rooms for the same period a year ago,
both increases of better than 27%.  These increases in executed
new franchise contracts and an increase in the number of existing
franchise relicensings contributed to a 27% increase in initial
franchise and relicensing fees for the three month period ended
March 31, 2005, compared to the same period in 2004.

For first quarter 2005, 34 contracts for new construction hotel
franchises, representing 2,426 rooms were executed, compared to 27
contracts, representing 1,910 rooms for the same period a year
ago, representing increases of approximately 26% and 27%,
respectively.

As of March 31, 2005, Choice had 399 hotels under development in
its domestic hotel system, representing 30,090 rooms, compared to
372 hotels and 28,671 rooms at the same date in 2004, increases of
7% and 5%, respectively.

As of March 31, 2005, the number of Choice hotels on-line
worldwide grew 3.2% to 5,008 from 4,854 as of the same date a year
ago. This growth represents an increase of 3.3% in the number of
rooms open to 407,309 from 394,238.  As of March 31, 2005, Choice
had 503 hotels under development worldwide, representing 39,246
rooms, compared to 454 hotels, representing 36,392 rooms at the
same date in 2004.

                     Use of Free Cash Flow

The company has consistently used the free cash flow (cash flows
from operations less capital expenditures) generated from its
operations to return value to its shareholders. This is primarily
achieved through share repurchases and dividends.

For the three months ended March 31, 2005, the company purchased
0.2 million shares of its common stock at an average price of
$59.87 for a total cost of $13.5 million.  The company has
remaining authorization to purchase up to 1.6 million shares.
Since Choice announced its stock repurchase program on June 25,
1998, the company has purchased 32.8 million shares of its common
stock at an average price of $20.65 per share and a total cost of
$677 million, through March 31, 2005.  Total shares outstanding as
of March 31, 2005 are 32.5 million.

During the first quarter of 2005, the company paid $7.2 million of
cash dividends to shareholders.  The current annual dividend rate
on the company's common stock is $0.90 per share.

The company expects to continue to return value to its
shareholders through a combination of share repurchases and
dividends.

                 Second Quarter & Full-Year 2005

The company's second quarter 2005 diluted EPS is expected to be
$0.58 to $0.60.  These second quarter estimates assume the
existing share count and RevPAR growth of approximately 5% to 6%.
Full year 2005 diluted EPS is expected to be $2.39 to $2.44. These
estimates assume the existing share count and RevPAR growth of
approximately 5% to 7%.

                        About the Company

Choice Hotels International -- http://www.choicehotels.com/--
franchises more than 5,000 hotels, representing more than 400,000
rooms, in the United States and more than 40 countries and
territories.  As of March 31, 2005, 399 hotels are under
development in the United States, representing 30,090 rooms, and
an additional 104 hotels, representing 9,156 rooms, are under
development in more than 20 countries and territories.  Its
Cambria Suites, Comfort Inn, Comfort Suites, Quality, Clarion,
Sleep Inn, Econo Lodge, Rodeway Inn and MainStay Suites brands
serve guests worldwide.

At Mar. 31, 2005, Choice Hotels International, Inc.'s balance
sheet showed a $203,5340,000 stockholders' deficit, compared to a
$203,053,000 deficit at Dec. 31, 2004.


CORNING INC.: Good Performance Prompts S&P to Lift Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured ratings on Corning, New York-based Corning Inc.
to low-investment-grade 'BBB-' and removed them from CreditWatch
where they were placed Feb. 8, 2005.  At the same time, Standard &
Poor's also assigned our 'A-3' short-term rating.  The outlook is
stable.

"The upgrade incorporates the important expectation that Corning's
operating and financial polices, which have been careful and
prudent to date, will continue to balance cash demands from
growing businesses with cash-generation capabilities, so that
negative cash flow will not be a significant issue in 2005 and
beyond," said Standard & Poor's credit analyst Robert Schulz.  
"The upgrade also reflects the company's ongoing progress toward
sustainable profitability, diminished uncertainty regarding
prospective financial flexibility, and reduced capital structure
risks, including the amount and structure of debt maturities."

A substantial cash balance remains an important rating factor.  
For the rating, Standard & Poor's expects that Corning will
maintain a minimum cash of around $1 billion and that lease-
adjusted debt to EBITDA (including in EBITDA cash dividends from
key equity investments) will not significantly exceed 2.0x.

Corning's business position is backed by a long history of
technological and cost leadership in global markets. In the
telecommunications segment, the company slashed costs following
the telecom meltdown, and now the segment is the largest
contributor to free cash generation.  Still, demand is now more
concentrated, with growth most focused on fiber to the premises,
for which Verizon Communications Inc. (A+/Watch Neg/A-1) is a key
customer.


COVAD COMMS: Stockholders' Equity Climbs to $52.5 Mil. at Mar. 31
-----------------------------------------------------------------
Covad Communications Group, Inc. (OTCBB:COVD), a leading national
provider of integrated voice and data communications, reported
revenue for the first quarter of 2005 of $107.7 million, unchanged
from the $107.7 million reported for the fourth quarter of 2004
and down from $108.5 million reported in the first quarter of
2004.

The company reported net income of $34.4 million for the first
quarter of 2005 as compared to a net loss of $26.0 million for the
fourth quarter of 2004 and a net loss of $13.5 million in the
first quarter of 2004.  Net income for the first quarter of 2005
includes the recognition of a $54.0 million gain that was deferred
when the company deconsolidated its former subsidiary, BlueStar
Communications Group, Inc., in 2001.  Also included in net income
is a $7.2 million net gain from the sale of one-fifth of Covad's
investment in ACCA Networks Co. Ltd, a Japanese broadband
provider.

Loss from operations for the first quarter of 2005 was
$26.6 million, compared to $25.1 million for the fourth quarter of
2004 and $12.9 million in the first quarter of 2004.  The loss
from operations in the quarter reflects the company's continued
investment in sales, marketing and implementation of Covad's Voice
over IP (VoIP) service.

Cash, cash equivalent and short-term investment balances,
including restricted cash and investments, decreased by
$17.9 million to $135.6 million in the first quarter of 2005
compared to a balance of $153.5 million at the end of the fourth
quarter of 2004.  Covad's total cash balance as of March 31, 2005
includes the proceeds from the sale of a portion of its ownership
in ACCA.

Covad ended the first quarter of 2005 with approximately 547,400
broadband lines in service, an increase of 14,200 lines from the
fourth quarter of 2004.  Covad ended the first quarter of 2005
with 690 VoIP business customers using approximately 23,400
stations, representing a 14 percent increase in VoIP station count
from December 31, 2004.

"Our strong performance in adding more than 14,000 broadband
access lines in the quarter along with the 14 percent increase in
VoIP stations is evidence that we continue to execute our
strategic plan of making Covad a national leader in voice and data
services," said Charles Hoffman, Covad president and chief
executive officer.  "Customers are responding favorably to Covad's
suite of services and we believe we are well positioned to utilize
the critical ingredients of our facilities-based, nationwide
network to meet the future needs of both our customers and
strategic partners."

Earnings before interest, taxes, depreciation and amortization
(EBITDA) for the first quarter of 2005 was a loss of $7.4 million
as compared to a loss of $5.5 million in the fourth quarter of
2004 and a gain of $6.3 million in the first quarter of 2004.  
Refer to the Selected Financial Data, including note 2, for a
reconciliation of this non-GAAP financial performance measure to
the most directly comparable GAAP measure and other information.

The company's wholesale subscribers contributed $76.3 million of
revenue, or 71 percent, while direct subscribers contributed
$31.4 million of revenue, or 29 percent. As of March 31, 2005,
broadband lines in service were approximately 465,900 wholesale
and 81,500 direct lines, as compared to 454,600 wholesale and
78,600 direct lines as of December 31, 2004, and 444,600 wholesale
and 71,200 direct lines reported as of March 31, 2004.

For the first quarter of 2005, broadband and VoIP subscription
revenue increased to $91.5 million from the $90.8 million reported
in the fourth quarter of 2004 and the $89.6 million reported in
the first quarter of 2004. Management uses broadband and VoIP
subscription revenue to evaluate the performance of its business
and believes these revenues are a useful measure for investors as
they represent a key indicator of the performance of the company's
core business.

For the first quarter of 2005, gross margin was $35.0 million, or
33 percent of revenue, as compared to $38.5 million, or 36 percent
of revenue, for the fourth quarter of 2004 and $40.2 million, or
37 percent of revenue, for the first quarter of 2004. Selling,
general and administrative expenses were $42.2 million for the
first quarter of 2005 as compared to $43.5 million for the fourth
quarter of 2004 and $33.3 million in the first quarter of 2004.

"Our first quarter results are well within the guidance we
provided and reflect prudent management of our financial and
operational resources," said John Trewin, Covad senior vice
president and chief financial officer. "Much of the cash spent
during the quarter was for the continued investment to improve and
automate our VoIP delivery, which we believe will provide a
positive return with improved customer service and operational
efficiency."

Operating Statistics

   -- At the end of the first quarter of 2005, Covad had
      approximately 320,200 consumer and 227,200 business
      broadband lines in service representing 59 percent and 41    
      percent of total broadband lines, respectively. Covad had
      690 VoIP business customers and approximately 23,400 VoIP
      stations as of March 31, 2005. Business customers
      contributed $77.3 million, or 72 percent, of total revenue.

   -- Weighted Average Revenue per User (ARPU) for broadband lines
      was approximately $55 per month during the first quarter of
      2005, down slightly from $56 per month for the fourth
      quarter of 2004. Covad VoIP ARPU per customer (excluding
      resellers) was $1,763 per month during the first quarter of
      2005, down from $1,935 per month for the fourth quarter of
      2004.

   -- Net customer disconnections, or churn, for broadband lines
      averaged approximately 3.1 percent in the first quarter of
      2005, an improvement from 3.4 percent for the fourth quarter
      of 2004. Net station disconnects for Covad VoIP was 1.6
      percent for the first quarter of 2005, an improvement from
      1.8 percent in the fourth quarter of 2004.

Business Outlook

Covad expects total revenue for the second quarter of 2005 to be
in the range of $107-111 million. Broadband and VoIP subscription
revenue is expected to be in the range of $92-95 million.  Covad
expects its net loss to be in the range of $14-18 million, and
EBITDA loss in the range of $6-9 million.  Net change in cash,
cash equivalents and short-term investments, including restricted
cash and investments, in the second quarter of 2005 is expected to
be in the range of negative $9-13 million.

                        About the Company

Covad Communications Group, Inc. -- http://www.covad.com/-- is a  
leading nationwide provider of broadband voice and data
communications.  The company offers DSL, Voice over IP, T1, Web
hosting, managed security, IP and dial-up, and bundled voice and
data services directly through Covad's network and through
Internet Service Providers, value-added resellers,
telecommunications carriers and affinity groups to small and
medium-sized businesses and home users.  Covad broadband services
are currently available across the nation in 44 states and 235
Metropolitan Statistical Areas (MSAs) and can be purchased by more
than 57 million homes and businesses, which represent over 50
percent of all US homes and businesses.  Corporate headquarters is
located at 110 Rio Robles San Jose, CA 95134. Telephone: 1-888-GO-
COVAD.

At March 31, 2005, Covad Communications' balance sheet shows $52.5
million of positive stockholders' equity, compared to an $8.6
million deficit at Dec. 31, 2004.


DADE BEHRING: Closes New $600 Million Credit Facility
-----------------------------------------------------
Dade Behring (NASDAQ:DADE) disclosed the closing of a new
$600 million revolving credit facility, due 2010.  This new
facility replaces the company's former arrangement and is intended
to create liquidity and save the company interest costs.  Under
the company's current credit ratings, U.S. dollar borrowing costs
on the new facility are LIBOR plus 62.5 basis points.  In the
second quarter of 2005, the company will incur a one-time non-cash
pre-tax charge of $8 million, representing the write-off of
deferred financing fees from the pre-existing credit agreement.

The Dade Behring Board of Directors has approved the immediate
redemption of the company's remaining $275 million 11.91% senior
subordinated notes, using the make-whole provision under the bond
indenture.  The company anticipates the redemption to occur in
early June, following the required 30-day notification to
bondholders, which has been initiated.  The company will incur a
one-time pre-tax cost of $24 million in the second quarter of
2005, which represents the premium paid to bondholders to redeem
the bonds.

"Our intent is to maximize shareholder value through intelligent
management of our business and through strategic decisions such as
these that allow us considerable flexibility to fuel growth," said
Jim Reid-Anderson, Dade Behring's Chairman, President, and Chief
Executive Officer.  "Each of these decisions is designed to
positively impact our future potential.  Taken together, they
become even more significant and should provide us great momentum
for the future."

                      About the Company

With 2004 revenues of nearly $1.6 billion, Dade Behring is the
world's largest company dedicated solely to clinical diagnostics.
It offers a wide range of products, systems and services designed
to meet the day-to-day needs of labs, delivering innovative
solutions to customers and enhancing the quality of life for
patients.  Additional company information is available on
http://www.dadebehring.com/

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 11, 2005,
Moody's assigned a rating of Ba1 to Dade Behring Inc.'s proposed
$600 million senior secured credit facility.  


DADE BEHRING: Declares $0.06 Per Share Initial Common Dividend
--------------------------------------------------------------
Dade Behring's (NASDAQ:DADE) board of directors has approved a
quarterly cash dividend plan, the first in its history, and has
declared that the initial dividend of $0.06 per share of common
stock be payable on June 20, 2005, for shareholders of record as
of June 1, 2005.  Also, the board has approved a stock repurchase
program of up to 2.5 million shares.

"Over time the company will purchase stock in the open market, as
it deems appropriate, using free cash flow," said John Duffey,
Dade Behring's Chief Financial Officer.  "We will also continue to
make the right investments in R&D and strategic customer
initiatives, and to repay debt."

                      About the Company

With 2004 revenues of nearly $1.6 billion, Dade Behring is the
world's largest company dedicated solely to clinical diagnostics.
It offers a wide range of products, systems and services designed
to meet the day-to-day needs of labs, delivering innovative
solutions to customers and enhancing the quality of life for
patients.  Additional company information is available on
http://www.dadebehring.com/

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 11, 2005,
Moody's assigned a rating of Ba1 to Dade Behring Inc.'s proposed
$600 million senior secured credit facility.  


DB COS: Judge Walsh Confirms First Amended Joint Plan
-----------------------------------------------------          
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware confirmed the First Amended Joint Liquidating
Plan of Reorganization filed by DB Companies, Inc., and its
debtor-affiliates on April 21, 2005.

Judge Walsh approved the adequacy of the Debtors' Disclosure
Statement on March 8, 2005.

The Amended Plan facilitates an orderly liquidation of the
Debtors' assets.  DB Co. & its affiliates ceased to operate after
filing for chapter 11 protection.  All remaining assets of the
Debtors will be sold to pay off secured and priority claims.  The
remaining funds will be used to pay general unsecured creditors.

Cash for distribution to creditors is projected to range from $16
million to $20 million.  General unsecured creditors, with claims
totaling $24 million to $30 million, are expected to recover
50% to 80% of what they're owed.

The Plan provides for interim distributions to creditors
with undisputed claims.  The first projected distribution will
take place in May 2005.  That distribution will pay all secured
and priority claims in full and will also pay general unsecured
creditors 20% of what they're owed.

Judge Walsh concludes that:

   a) the solicitation by the Debtors and the Official Committee
      of Unsecured Creditors for accepting or rejecting the Plan
      was conducted in good faith in compliance with Sections 1125
      and 1126 of the Bankruptcy Code, and Bankruptcy Rules 3017  
      and 3018, with all other applicable provisions of the
      Bankruptcy Code and all other applicable laws, rules and
      regulations;

   b) the treatment of Claims under the Plan complies with Section
      1129(a)(9) of the Bankruptcy Code, and substantial
      consolidation of the Debtors' estates complies with Section
      1123(a)(5) of the Bankruptcy Code; and

   c) the Plan is feasible and its implementation will not likely
      be followed by the need for further financial restructuring
      of the Debtors.

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

     http://www.researcharchives.com/bin/download?id=050328025818

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

     http://www.researcharchives.com/bin/download?id=050428014307

Headquartered in Pawtucket, Rhode Island, DB Companies, Inc.
-- http://www.dbmarts.com/-- operates and franchises a regional    
Chain of DB Mart convenience stores in Connecticut, Massachusetts,
Rhode Island, and the Hudson Valley region of New York.  The
Company filed for chapter 11 protection on June 2, 2004 (Bankr.
Del. Case No. 04-11618).  William E. Chipman, Jr., Esq., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated $100 million in assets and
debts of approximately $65 million.


DEUTSCHE MORTGAGE: Fitch Holds Low-B Ratings on Four Cert. Classes
------------------------------------------------------------------
Deutsche Mortgage & Asset Receiving Corp.'s commercial mortgage
pass-through certificates, COMM 1999-1, are upgraded by Fitch
Ratings as follows:

   -- $62.3 million class D to 'AA' from 'AA-'.

In addition, Fitch affirms these classes:

   -- $43 million class A-1 at 'AAA';
   -- $723.2 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $62.3 million class B at 'AAA';
   -- $22.9 million class C at 'AAA';
   -- $81.9 million class E at 'BBB+';
   -- $19.7 million class F at 'BBB-';
   -- $68.8 million class G at 'BB';
   -- $13.1 million class H at 'BB-';
   -- $26.2 million class J at 'B';
   -- $19.7 million class K at 'B-'.

Fitch does not rate the $21.5 million class L certificates.

The rating upgrade reflects the transaction's current stable
performance and scheduled loan amortization.  As of the April 2005
distribution date, the pool's aggregate certificate balance has
been reduced by approximately 11%, to $1.16 billion from
$1.31 billion at issuance.

There are currently five loans (2.2%) in special servicing.  Of
the loans in special servicing, four are real estate owned and one
is 90+ days delinquent.

The largest specially serviced loan (1.3%) is collateralized by an
office property located in Gurnee, Illinois and is currently REO.  
Two of the four office buildings securing the loan remain vacant.
Although there has been some interest in the vacant space, there
are no prospects at this time.  Losses are expected.

The second largest specially serviced loan (0.3%) is
collateralized by a hotel property located in Plano, Texas and is
currently REO.  The current appraisal value indicates a loss.


EAGLEPICHER INC: Wants to Employ Squire Sanders as General Counsel
------------------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, for permission to retain Squire, Sanders & Dempsey
L.L.P. as counsel during their chapter 11 proceedings.

Squire Sanders is expected to:

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

   b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest and advise and
      consult on the conduct of these chapter 11 cases, including
      all of the legal and administrative requirements of
      operating in chapter 11;

   c) assist the Debtors with the preparation of their Schedules
      of Assets and Liabilities and Statements of Financial
      Affairs;

   d) advise the Debtors in connection with any contemplated sale
      of assets or business combinations, including the
      negotiation of asset, stock, purchase, merger or joint
      venture agreements, formulate and implement appropriate
      procedures with respect to the closing of any such
      transactions, and counseling the Debtors in connection with
      such transactions;

   e) advise the Debtors in connection with any postpetition
      financing and cash collateral arrangements and negotiate and
      draft documents relating thereto, provide advice and counsel
      with respect to prepetition financing arrangements, and
      negotiate and draft documents relating thereto;

   f) advise the Debtors on matters relating to the evaluation of
      the assumption, rejection or assignment of unexpired leases
      and executory contracts;

   g) advise the Debtros with respect to legal issues arising in
      or relating to the Debtors' ordinary course of business,
      including attendance at senior management meetings, meetings
      with the Debtors' financial and turnaround advisors and
      meetings of the board of directors;

   h) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, the defense of any actions commenced against
      them, negotiations concerning all litigation in which the
      Debtors are involved and objecting to claims filed against
      the estates;

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

   j) negotiate and prepare, on the Debtors' behalf, a plan or
      plans of reorganization, disclosure statement and all
      related agreements and documents and take all necessary
      actions on behalf of the Debtors to obtain confirmation of a
      plan;

   k) attend meetings with third parties and participate in
      negotiations with respect to the above matters;

   l) appear before this Court, any appellate courts and the U.S.
      Trustee to protect the interests of the Debtors' estates;

   m) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtors in connection
      with these chapter 11 cases, including but not limited to
      environmental, labor, pension/employee benefits, tax,
      corporate and intellectual property matters; and

   n) perform all other necessary legal services and provide all
      other necessary legal advice as requested by the Debtors
      including but not limited to environmental, labor,
      pension/employee benefits, tax, corporate and intellectual
      property matters.

Stephen D. Lerner, Esq., is the lead attorney in the Debtors'
restructuring.  Mr. Lerner discloses his Firm received a $500,000
retainer.

Professionals at Squire Sanders' current hourly rates are:

         Designation                      Rate
         -----------                      ----
         Partners                      $280 - $675
         Of Counsel/Associates         $165 - $425
         Legal Assistants              $ 30 - $220

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

Headquartered in Phoenix, Arizona, EaglePicher Incorporated --
http://www.eaglepicher.com/-- is a diversified manufacturer and  
marketer of innovative advanced technology and industrial products
for space, defense, automotive, filtration, pharmaceutical,
environmental and commercial applications worldwide.  The company
along with its affiliates filed for chapter 11 protection on April
11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).  When the Debtors
filed for protection from their creditors, they listed $535
million in consolidated assets and $730 in consolidated debts.


EAGLEPICHER HOLDINGS: Taps Houlihan Lokey as Financial Advisor
--------------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio for authority
to retain Houlihan Lokey Howard & Zukin Capital as their financial
advisor, nunc pro tunc to April 11, 2005.

Separately, EaglePicher Pharmaceutical Services LLC is employing
Brookwood Associates LLC as its Financial Advisor and the
EaglePicher Automotive Division has hired Giuliani Capital
Automotive LLC as its Financial Advisors.  

Representing EaglePicher Holdings, Houlihan Lokey is expected to:

   a) review the Debtors' financial position, financial history,
      operations, competitive environment, and assets to assist
      the Debtors in determining the best means and timing to
      effect a transaction with potential acquirers, lenders,
      equity investors, and strategic partners, including, without
      limitation, any of the Debtors' current and former
      creditors, any of the Debtors' affiliates, employees,   
      shareholders and insiders, and any other person, group of
      persons, partnership, corporation and any other entities;

   b) assist the Debtors in the determination of an appropriate    
      capital structure for the Debtors;

   c) assist in valuing the Debtor entities, assets or operations,   
      provided that any real estate or fixed asset appraisals will
      be undertaken by outside appraisers, separately retained and    
      compensated by the Debtors;

   d) develop a list of potential investors and interact with such    
      potential investors in order to create interest in one, or
      more transactions;

   e) assist the Debtors in the development, preparation and
      distribution of selected information, documents and other
      materials necessary for the creation of interest in and
      subsequent consummation of any transaction including an
      information memorandum and other presentation materials to
      provide to, and discuss with, potential investors, solicit
      and evaluate indications of interest and proposals regarding
      any transaction; assist with the development, structuring,
      negotiation and implementation of any transaction, including
      participation as a representative of the Debtors, in
      negotiations with creditors and other parties involved in
      any transactions and coordination of such process with the
      Debtors and its other advisors;

   f) active participation in the negotiation process regarding a
      transaction, and otherwise reasonably assisting the Debtors
      in effectuating each transaction;

   g) provide expert advice and testimony regarding financial       
      matters related to any transaction, including, among other
      things, the feasibility of any transaction, and the
      valuation of any securities issued in connection with any
      transaction;

   h) advise the Debtors regarding the availability of new debt
      and equity financing;

   i) assist the debtors with due diligence investigations
      conducted in connection with any transaction; and

   j) provide the Debtors with other general restructuring and
      financial advisory services.

Andrew Miller at Houlihan Lokey, discloses his Firm will receive:

   * a monthly fee of $200,000;
   * restructuring transaction fee of $5,000,000;
   * sale transaction fees:
         
         -- a $1 million fee plus 5%-7% of the transaction value
            of the Boron business;

         -- a $2.5 million fee plus 1%-5% of the transaction value
            for the Power Business-DSP segment;

         -- 1% of the transaction value of the:                
               
                  i) Power Business-CPS segment,
                 ii) Filtration and Minerals Business, and
                iii) Wolverine Business.

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

Headquartered in Phoenix, Arizona, EaglePicher Incorporated --
http://www.eaglepicher.com/-- is a diversified manufacturer and  
marketer of innovative advanced technology and industrial products
for space, defense, automotive, filtration, pharmaceutical,
environmental and commercial applications worldwide.  The company
along with its affiliates filed for chapter 11 protection on April
11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).  Stephen D. Lerner,
Esq., at Squire, Sanders & Dempsey L.L.P. represents the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $535 million in
consolidated assets and $730 in consolidated debts.


EAGLEPICHER INC.: UST Appoints 7 Creditors to Serve on Committee
----------------------------------------------------------------
The United States Trustee for Region 9 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in
EaglePicher Inc. and its debtor-affiliates' chapter 11 cases:

         1. AG Capital Recovery Partners IV, L.P.
            Attn: Todd Arden
            245 Park Avenue
            New York, New York 14219-2028
            Tel: 212-692-2052, Fax: 212-867-1388
            Email: Tarden@angelogordon.com

         2. Special Value Absolute Return Fund
            Attn: Mark K. Holdsworth
            2951 28th Street, Suite 1000
            Santa Monica, California 90405
            Tel: 310-566-1005, Fax: 310-899-4950
            Email: mark@tennenbaumcapital.com

         3. Merrill Lynch Bond Fund, Inc.
            Attn: David Clayton
            800 Scudders Mill, Area 1B
            Plainsboro, New Jersey 08536
            Tel: 609-282-3001, Fax: 609-282-2940
            Email: David_Clayton@ml.com

         4. United Steelworkers
            Attn: David Foster
            2829 University Avenue, South East, Suite 100
            Minneapolis, Minnesota 55414
            Tel: 612-623-8054, Fax: 612-623-8854
            Email: dfoster@uswa.org

         5. Grede Foundries, Inc.
            Attn: Kristin Reilly
            9898 W. Bluemound Road
            Milwaukee, Wisconsin 53226
            Tel: 414-256-9330, Fax: 414-256-9229
            Email: Kreilly@grede.com

         6. JP Morgan High Yield Partners
            Attn: Cory Pollock
            8044 Montgomery Road, Suite 555
            Cincinnati, Ohio 45236
            Tel: 513-699-4398, Fax: 513-985-3217
            Email: cory.l.pollock@JPMorgan.com

         7. Escel Polymers, LLC
            Attn: Kathy McDonald
            6521 Davis Industrial Parkway
            Solon, Ohio 44139
            Tel: 440-715-7121, Fax: 440-715-7070
            Email: Kathy.McDonald@excel-polymers.com

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 Phoenix, Arizona, EaglePicher Incorporated --
http://www.eaglepicher.com/-- is a diversified manufacturer and  
marketer of innovative advanced technology and industrial products
for space, defense, automotive, filtration, pharmaceutical,
environmental and commercial applications worldwide.  The company
along with its affiliates filed for chapter 11 protection on April
11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).  Stephen D. Lerner,
Esq., at Squire, Sanders & Dempsey L.L.P. represents the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $535 million in
consolidated assets and $730 in consolidated debts.


ELCOM INT'L: Receives Short-Term Working Capital Funding
--------------------------------------------------------
Several of Elcom International, Inc.'s larger clients have prepaid
or agreed to accelerate the payment of invoices for several months
in order to assist the Company's short-term working capital
requirements.  The Company believes that these prepayments and the
acceleration of payments of certain invoice amounts due will
enable the Company to operate, at a minimum, into June 2005,
allowing the Company extra time to finalize its long-term funding.

Robert J. Crowell, Elcom's Chairman and CEO, said, "We have always
tried to do our best to keep our customers' satisfaction as high
as possible.  Indeed, we have always believed that our customers
and references therefrom, are one of our greatest assets for the
future of Elcom."

Mr. Crowell continued, "Several of our customers have assisted
Elcom in its short-term cash flow requirements enabling Elcom to
'bridge' to its potential long-term funding.  I can state with all
sincerity that nothing is more gratifying than major customers
coming to your aid on their own volition.  I believe we are now
significantly better positioned, given overall circumstances, to
finalize our strategic funding and I would like, on behalf of
Elcom, to thank the clients involved."

The Company is, as previously announced, a member of the
consortium headed by PA Consulting, which is the preferred bidder
for the U.K.'s Office of Government Commerce's Zanzibar
eMarketplace project.  The Company believes the agreement for the
Zanzibar project, while delayed several times, will be awarded
within the next 30 to 45 days; however, there can be no assurance
of the contract being awarded or the date thereof.  The earliest
the Zanzibar agreement can be signed is 15 (fifteen) business days
after the announcement of the contract award.  This is due to a
waiting period commonly referred to as the Alcatel waiting period.

               Liquidity and Capital Resources

As previously announced, the Company required additional financing
in the first quarter of 2005 in order to continue to operate.  The
Company has received bridge loans from the Chairman and CEO and
Vice Chairman and Director totaling $200,000 through March 31,
2005.  The Company is in the process of discussing the potential
of a common stock issuance (under Regulation S of the Securities
and Exchange Commission Regulations) under its AIM (U.K.) listing.  
The bridge loans, together with the short-term working capital
assistance announced herein, are intended to provide the Company
with the necessary funds to operate while the Company continues
long-term fundraising discussions.  The Company is currently in
discussions with several parties regarding the raising of
additional funds, however there can be no assurance that the
Company will receive any such funding or, if raised, on what terms
or what the timing thereof may be, or that any amount the Company
is able to raise (if any), will be adequate to support the
Company's working capital requirements until it achieves
profitable operations.

The Company has been informed by a U.K. stockbroker that it has
received preliminary indications of interest from investors in an
AIM issuance of Elcom shares.  However, the terms and amount
thereof are under discussion and there can be no assurance that
this issuance will be consummated, or on what terms.  Any such
issuance is expected to result in substantial dilution to existing
shareholders.  Further, it is anticipated that there will be
various pre- conditions to the consummation of such financing,
including a requirement that the funds or commitments would be
held in abeyance or escrow and not be invested in the Company's
shares, unless and until the U.K.'s Office of Government
Commerce's Zanzibar agreement is signed between Elcom and PA
Consulting.  Some or all of the funds might be held in abeyance or
escrow until after additional common shares are authorized at the
Company's annual stockholders meeting on June 29, 2005.

                        Bankruptcy Warning

It is the Company's current belief that the Zanzibar contract will
not be awarded until mid to late May.  If there is a further
significant delay in the projected contract award of the Zanzibar
project, additional short-term funding will be required during
June.  Without such additional funding or further assistance, such
as acceleration of further invoices by a major client, the Company
would likely be forced to curtail operations and seek protection
under bankruptcy laws.

                  About Elcom International, Inc.

Elcom International, Inc. (OTC Bulletin Board: ELCO and AIM: ELC
and ELCS) -- http://www.elcominternational.com/-- operates elcom,  
inc, an international B2B Commerce Service Provider offering
affordable solutions for buyers, sellers and commerce communities
to automate many or all of their purchasing processes and conduct
business online.  PECOS, Elcom's remotely-hosted flagship
solution, enables enterprises of all sizes to achieve the many
benefits of B2B eCommerce without the burden of infrastructure
investment and ongoing content and system management.


ENERGEM RESOURCES: Appoints Liu Yu as China's Managing Director
---------------------------------------------------------------
Energem Resources Inc. appointed Liu Yu to the executive
management team of the Company as Managing Director of its China
operations.  Mr. Liu will be responsible for all joint ventures,
trading, funding and other arrangements with Chinese companies and
for the running of the Energem Beijing office.

Mr. Liu Yu is a prominent business figure with extensive
experience in natural resources, infrastructure projects and
funding structures in China and throughout much of the African
continent.

In commenting on this appointment, Tony Teixeira President and CEO
of Energem stated:

"The appointment of a man of the stature and calibre of Mr. Liu Yu
to our executive management team reflects the growing importance
of relations with both the Chinese Government and private sector
companies for the development of our projects across Africa.  We
welcome Mr. Liu to our team and are confident that his presence
will add considerable value to the Company's endeavours at a time
of very exciting developments across our business".

                        About the Company

Energem Resources Inc. is a natural resources company listed on
the Toronto Stock Exchange with projects in the energy and mining
sectors in a number of African countries.  Energem is committed to
developing niche high margin natural resource projects in Africa
and is currently active in 16 countries.  Ventures encompass
diamond mining and mineral exploration, mid- and up-stream oil and
gas projects, energy and mining related manufacturing, trading and
trade finance businesses operating off a common logistics platform
and infrastructure. The company has offices and/or logistics and
support infrastructure in Johannesburg, London, Beijing and a
number of African countries.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 26, 2005,
Energem was not able to file its audited financial statements for
its fiscal year ended Nov. 30, 2004, or its interim financial
statements for the first quarter ended Feb. 28, 2005, on the
Apr. 19, 2005, and Apr. 14, 2005, filing deadlines.

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

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

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

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

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

                    Issuer Cease Trade Order

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

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

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

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


FEDERAL-MOGUL: Judge Lyons Approves CCR Settlement Agreement
------------------------------------------------------------
Judge Lyons approves the compromise and settlement agreement
between:

    (a) Debtors Federal-Mogul Corporation, T&N Limited, Gasket
        Holdings, Inc., and Ferodo America, Inc.; certain other
        Plan Proponents; Safeco Insurance Company of America,
        Travelers Casualty and Surety Company of America,
        National Fire Insurance Company of Hartford, and
        Continental Casualty Company; and

    (b) the Center for Claims Resolution, Inc., and CCR members
        Amchem Products, Inc., Certainteed Corp., Dana Corp., I.U.
        North America, Inc., Maremont Corp., National Service
        Industries, Inc., Nosroc Corp., Pfizer, Inc., and Union
        Carbide Corp., including Quigley Company, Inc.

The CCR Settlement Agreement settles $183 million in claims for
$29 million, and discharges all of the CCR's claims against the
Debtors and their estates.  The payment of the Settlement Amount
will be advanced by the four Sureties -- Safeco Insurance,
Travelers Casualty, National Fire Insurance and Continental
Casualty Company.

The Court dismisses with prejudice upon order of the District
Court:

    1. the Preference Action initiated by the Official Committee
       of Unsecured Creditors against the CCR in the Debtors'
       cases to recover certain avoidable transfers; and

    2. the CCR Litigation commenced by the Debtors, T&N Limited,
       Gasket Holdings and Ferodo America against the CCR and
       the Sureties to prevent a draw on certain bonds.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's
largest automotive parts companies with worldwide revenue of
some $6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
US$10.15 billion in assets and $8.86 billion in liabilities.  At
Dec. 31, 2004, Federal-Mogul's balance sheet showed a $1.925
billion stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's
balance sheet showed a $2.048 billion stockholders' deficit,
compared to a $1.926 billion deficit at Dec. 31, 2004. (Federal-
Mogul Bankruptcy News, Issue No. 77; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FORD CREDIT: S&P Lifts Rating on Two Low-B Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 22
classes of notes and certificates from 10 Ford Credit Auto Owner
Trust securitizations that were originated between 2002 and 2003.
At the same time, ratings on 25 classes of notes and certificates
from the same securitizations are affirmed.

The rating actions primarily reflect the increased credit
enhancement (as a percentage of the current pool balance)
available to cover expected remaining losses as the collateral
pool continues to amortize.  In addition, each of the 10 deals is
displaying cumulative net losses that are either below or in line
with Standard & Poor's initial expectations.

The sequential pay structure incorporated in each securitization
has led to increased levels of subordination (as a percent of the
declining pool balances) for the class A, B, and C notes, while
realized excess spread (including excess spread generated by the
yield-supplement overcollateralization receivables (YSOC)) has
helped keep the non-amortizing, fully funded reserve account,
included in each transaction and available for all classes, at its
floor of 0.50% of the initial gross pool balance.

The 2003-1 transaction was structured with only one subordinate
class and, as a result, relies on its fixed overcollateralization
requirement of 5.5% and a non-amortizing, fully funded reserve
account equal to a floor of 0.50% of the initial gross pool
balance for credit enhancement.

A pool of automobile retail, installment-sale contracts supports
each securitization.  As of the March 2005 distribution date, each
securitization had between 23 and 39 months of performance and
collateral pool balances that represented 13% to 32% of their
initial balances.  In addition, each securitization has reached
its required credit enhancement floor of 0.50% initial gross pool
balance.

Additionally, each transaction is structured with a YSOC amount
that is used to cover shortfalls in yield stemming from the
underwater contracts included in the transactions.  However, the
YSOC amount is also available to cover losses.

Standard & Poor's expects the remaining credit support will be
sufficient to support the notes and certificates at their new and
affirmed rating levels.
   
                           Ratings Raised
                
                Ford Credit Auto Owner Trust 2002-1
   
                                 Rating
                                 ------
                     Class   To          From
                     -----   --          ----
                     B       AAA         A+
                     C       AAA         BBB
   
                Ford Credit Auto Owner Trust 2002-2
    
                                 Rating
                                 ------
                     Class   To          From
                     -----   --          ----
                     B       AAA         A
                     C       AA          BBB
   
                Ford Credit Auto Owner Trust 2002-3
    
                                 Rating
                                 ------
                     Class   To          From
                     -----   --          ----
                     B       AAA         A
                     C       AA-         BBB
   
                Ford Credit Auto Owner Trust 2002-A
    
                                 Rating
                                 ------
                     Class   To          From
                     -----   --          ----
                     B       AAA         A+
                     C       AAA         A-
                     D       A+          BB
   
                Ford Credit Auto Owner Trust 2002-B
    
                                 Rating
                                 ------
                     Class   To          From
                     -----   --          ----
                     B       AAA         A+
                     C       AAA         BBB+
                     D       BBB         BB
   
                Ford Credit Auto Owner Trust 2002-C
    
                                 Rating
                                 ------
                     Class   To          From
                     -----   --          ----
                     B       AAA         A+
                     C       AAA         BBB+
   
                Ford Credit Auto Owner Trust 2002-D
    
                                 Rating
                                 ------
                     Class   To          From
                     -----   --          ----
                     B       AAA         A
                     C       AAA         BBB
   
                Ford Credit Auto Owner Trust 2003-A
    
                                 Rating
                                 ------
                     Class   To          From
                     -----   --          ----
                     B-1     AAA         A
                     B-2     AAA         A
                     C       A           BBB
   
                Ford Credit Auto Owner Trust 2003-B
    
                                 Rating
                                 ------
                     Class   To          From
                     -----   --          ----
                     B-1     AA+         A
                     B-2     AA+         A
                     C       A-          BBB
     
                        Ratings Affirmed
   
                Ford Credit Auto Owner Trust 2002-1
    
                        Class      Rating
                        -----      ------
                        A          AAA   
                        D          BB
   
                Ford Credit Auto Owner Trust 2002-2
    
                        Class      Rating
                        -----      ------
                        A          AAA
                        D          BB
    
                Ford Credit Auto Owner Trust 2002-3
    
                        Class      Rating
                        -----      ------
                        A          AAA
                        D          BB
   
                Ford Credit Auto Owner Trust 2002-A
    
                        Class      Rating
                        -----      ------
                        A          AAA
  
                Ford Credit Auto Owner Trust 2002-B
   
                        Class      Rating
                        -----      ------
                        A-4        AAA
   
                Ford Credit Auto Owner Trust 2002-C
   
                        Class      Rating
                        -----      ------
                        A-4        AAA
                        D          BB
   
                Ford Credit Auto Owner Trust 2002-D
    
                        Class      Rating
                        -----      ------
                        A-4a       AAA
                        A-4b       AAA
                        D          BB
    
                Ford Credit Auto Owner Trust 2003-1
    
                        Class     Rating
                        -----     ------
                        A-3       AAA
                        A-4       AAA
                        B         AA
    
                Ford Credit Auto Owner Trust 2003-A
    
                        Class      Rating
                        -----      ------
                        A-3a       AAA
                        A-3b       AAA
                        A-4a       AAA
                        A-4b       AAA
                        D          BB
   
                Ford Credit Auto Owner Trust 2003-B
     
                        Class      Rating
                        -----      ------
                        A-3a       AAA
                        A-3b       AAA
                        A-4        AAA
                        D          BB


GEMINI TWO: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Gemini Two Industries, Inc.
             One Ammo Park, Suite 170
             Bangor, Maine 04401

Bankruptcy Case No.: 05-10779

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Larkin Enterprises Inc.                    05-10781

Type of Business: The Debtors' operate a professional and
                  technical personnel firm specializing in the
                  power generation, mechanical and electrical
                  industries. See http://www.larkinent.com

Chapter 11 Petition Date: April 28, 2005

Court: District of Maine (Bangor)

Debtors' Counsel: Benjamin E. Marcus, Esq.
                  Drummond Woodsum & MacMahon
                  245 Commercial Street, P.O. Box 9781
                  Portland, Maine 04104-5081
                  Tel: (207) 772-1941
                  Fax: (207) 772-3627


                      Estimated Assets        Estimated Debts
                      ----------------        ---------------

Gemini Two            $1 Million to           $500,000 to
Industries, Inc.      $10 Million             $1 Million

Larkin Enterprises    $1 Million to           $1 Million to
Inc.                  $10 Million             $10 Million

A. Gemini Two Industries, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   AIG IS                                     $252,000
   PO Box 116632
   Atlanta, GA 30368-0681

   Baker Newman & Noyes                        $35,629
   280 Fore Street
   Portland, ME 04112

   Productivity Card/GECF                      $26,467
   PO Box 520310
   Salt Lake City, UT 84141-0420

   One Beacon Insurance                        $22,000

   Bangor Savings Bank                          $7,430

   Corporation Service Company                  $4,237

   The Silver Law Firm                          $4,180

   SeyfarthShaw LLP                             $4,128

   AT&T Wireless                                $4,066

   United Rentals                               $3,722

   Frost's Garage Inc.                          $2,572

   C.M. Weston                                  $2,012

   Ken Wigginton                                $2,000

   Stephen Troy Neale                           $1,811

   David Worcester                              $1,730

   Linda Allen                                  $1,495

   Linda McPherson                              $1,308

   Charles W. Hodsdon, II Esq.                  $1,290

   Unicel                                       $1,180

   Citi Cards                                   $1,058


B. Larkin Enterprises Inc.'s 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   ABCO Supply & Service Ltd.                  $96,623
   1244 Border Street
   Winnipeg, Manitoba
   Canada R3H 0M6

   MSE Power Systems, Inc.                     $90,733
   255 Washington Ave., Ext. Suite 202
   Albany, NY 12205

   Plumbers & Steamfitters Local 7             $77,760
   308 Wolf Road
   Latham, NY 12110

   Agra Foundations Limited                    $44,238

   Seyfarth Shaw                               $45,533

   United Rentals                              $37,292

   IBEW Local #236                             $36,425

   Productivity Card/GECF                      $27,800

   Sunrise Materials                           $26,205

   Stultz Electric Motor                       $25,817

   Town of Hampden                             $19,789

   Steamfitters #420 Benefit Fund              $19,776

   Operating Engineers Local #106              $16,959

   George S. Adams Corp.                       $15,390

   GE Supply                                   $14,205

   Laborers Local #190                         $13,565

   MBNA America                                $12,780

   Pepe & Hazard LLP                           $11,142

   Local Union 103, IBEW                        $9,101

   C.D. Perry & Sons, Inc.                      $6,434


HELLER FINANCIAL: Moody's Cuts Class M Rating from B3 to Caa1
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes,
downgraded the rating of one class and affirmed the ratings of
eight classes of Heller Financial Commercial Mortgage Asset Corp.,
Mortgage Pass-Through Certificates, Series 2000 PH-1 as follows:

   -- Class A-1, $58,883,383, Fixed, affirmed at Aaa
   -- Class A-2, $532,326,000, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $43,062,000, WAC, upgraded to Aaa from Aa2
   -- Class C, $47,846,000, WAC, upgraded to A1 from A2
   -- Class D, $11,962,000, WAC, upgraded to A2 from A3
   -- Class E, $35,885,000, WAC, upgraded to Baa1 from Baa2
   -- Class F, $14,354,000, WAC, affirmed at Baa3
   -- Class H, $19,139,000, Fixed, affirmed at Ba2
   -- Class J, $9,570,000, Fixed, affirmed at Ba3
   -- Class K, $7,177,000, Fixed, affirmed at B1
   -- Class L, $9,570,000, Fixed, affirmed at B2
   -- Class M, $9,570,000, Fixed, downgraded to Caa1 from B3

As of the April 15, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 12.2% to $839.3
million from $957.0 million at securitization.  The Certificates
are collateralized by 206 mortgage loans secured by commercial and
multifamily properties.  The loans range in size from less than
1.0% to 4.2% of the pool, with the top ten loans representing
23.6% of the pool.  Four loans, representing 5.0% of the pool,
have defeased and have been replaced with U.S. Government
securities.  Six loans have been liquidated from the trust
resulting in realized losses of approximately $5.5 million.

Four loans, representing 3.5% of the pool, are in special
servicing.  Moody's has estimated aggregate losses of
approximately $2.5 million for all of the specially serviced
loans.  Forty-five loans, representing 25.0% of the pool, are on
the master servicer's watchlist.

Moody's was provided with year-end 2003 operating results for
88.4% of the performing loans and partial and year-end 2004
operating results for 68.4% of the performing loans. Moody's loan
to value ratio -- LTV -- is 84.7%, compared to 86.6% at
securitization.  The upgrade of Classes B, C, D and E is primarily
due to stable overall pool performance and increased subordination
levels.  The downgrade of Class M is due to realized and projected
losses from the specially serviced loans and LTV dispersion.  
Based on Moody's analysis, 15.9% of the pool has a LTV greater
than 100.0%, compared to 0.2% at securitization.  Fourteen loans,
representing 10.1% of the pool, have a debt service coverage ratio  
-- DSCR -- of 0.9x or less based on the borrowers' reported
operating performance and the actual loan constant.

The top three loans represent 11.1% of the outstanding pool
balance.  The largest loan is the Barlow Building Loan ($35.2
million - 4.2%), which is secured by a 267,000 square foot office
building located in Chevy Chase, Maryland, an established office,
retail and residential community immediately north of Washington,
D.C.  The property is 98.0% leased, the same as at securitization.
The property has benefited from increased rental rates and stable
expenses. Moody's LTV is 71.1%, compared to 80.6% at
securitization.

The second largest loan is the 475 Fifth Avenue Loan ($30.5
million - 3.6%), which is secured by a 243,700 square foot office
building located in the midtown submarket of New York City.  The
property is 84.0% leased, compared to 93.0% at securitization.  
The occupancy decline is largely attributed to the largest tenant,
Aris Industries, Inc., declaring bankruptcy in October 2004 and
rejecting its 33,000 square foot lease (12.5% NRA).  The loan is
on the master servicer's watchlist due to a low DSCR.  Moody's LTV
is 90.7%, compared to 86.3% at securitization.

The third largest loan is the Valencia Marketplace Loan ($27.6
million - 3.3%), which is secured by a 179,000 square foot
community center located approximately 28 miles northwest of Los
Angeles in Valencia, California.  The property is 93.0% leased,
compared to 97.0% at securitization.  The anchor tenant is Vons
Grocery Store (32.0% GLA; lease expiration December 2017).  The
property's performance has been stable.  Moody's LTV is 80.4%,
compared to 86.2% at securitization.

The pool's collateral is a mix of:

   * retail (37.6%),
   * office (20.1%),
   * multifamily (19.9%),
   * industrial and self storage (13.0%),
   * U.S. Government securities (5.0%),
   * lodging (3.3%), and
   * healthcare (1.1%).

The collateral properties are located in 41 states. The highest
state concentrations are:

   * California (17.5%),
   * Florida (9.2%),
   * Texas (7.2%),
   * Maryland (5.6%), and
   * Illinois (5.5%).

All of the loans are fixed rate.


HUGHES NETWORK: Moody's Puts B1 Rating on $325M Sr. Secured Deals
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Hughes Network
Systems's proposed $325 million senior secured first lien credit
facility and a B3 rating to its proposed $50 million senior
secured second lien term loan.  The credit facility ratings
effectively replace those for the previously announced $50 million
revolver and $325 million senior note offering, which were
withdrawn from the marketing process owing to weakness in the high
yield market.

Ratings pertaining to the original transaction have been withdrawn
including the SGL-2 rating since the issuer does not intend to
file any public financial statements given the change in the
capital structure. The current transaction coincides with the
acquisition of 50% of HNS by SkyTerra Communications, which is 63%
owned by Apollo Management.  Proceeds from the credit facilities
issue will be used largely to finance the acquisition and complete
the company's SPACEWAY 3 satellite.  The ratings broadly reflect
HNS's increasing challenges from terrestrial based competition,
relatively low margins, and the significant risk and capital
spending associated with the company's SPACEWAY 3 satellite
launching in late 2006 offset by modest leverage (3.7x total debt
to adjusted EBITDA, pro forma 2004) and good interest coverage
(3.9x adjusted EBITDA to interest expense) -- as adjusted for
restructuring charges and impairment provisions.

Ratings assigned are:

   * $50 million first lien senior secured revolving credit
     facility maturing 2011 -- B1

   * $275 million first lien senior secured term loan maturing
     2012 -- B1

   * $50 million second lien senior secured term loan maturing
     2013 -- B3

The rating affirmed:

   * Senior implied rating -- B1

Ratings withdrawn are:

   * $50 million senior secured revolving credit facility maturing
     2011 -- Ba3

   * $325 million senior notes due 2013 -- B1

   * Speculative grade liquidity rating -- SGL-2

The outlook on all ratings is stable.

The B1 senior implied rating reflects:

   (1) neutral to negative projected free cash flow owing to the
       company's investment in the SPACEWAY 3 satellite,

   (2) low EBITDA margins (roughly 14%), and

   (3) the business risk associated with the launching and
       implementation of SPACEWAY 3.

Moody's recognizes that the vertical integration enabled by
SPACEWAY 3 may reduce the company's cost structure, and that the
new satellite will facilitate higher data rates and open up new
marketing opportunities.  However, any failure with respect to
SPACEWAY (e.g. launch, orbital placement, operational failure)
could impair the company's business plan.

The ratings also consider the company's leading position in the
VSAT market (58% market share -- next largest competitor has a 26%
share), and some degree of revenue stream diversification (67%
domestic, 33% international; top 10 customers accounted for only
23% of 2004 revenues).

The ratings also recognize:

   (1) its customers' longer term contracts (3-5 years) and good
       enterprise customer retention (85%),

   (2) good liquidity as evidenced by the company's $154 million
       pro forma cash balance (though much of this cash is
       allocated to the completion of SPACEWAY 3), and

   (3) the company's servicing of a market niche that is
       underserved by terrestrial competitors.

Additionally, the B1 senior implied rating reflects the company's
reasonable pro forma leverage (3.7x -- pro forma 2004), and good
interest coverage (3.9x).

The stable rating outlook considers the company's moderate growth
plans and reasonable likelihood of at least maintaining its
present operating cash flow generating customer base.  Moody's
would likely raise HNS's ratings if the company could sustain
EBITDA margins above 20%, and generate enough free cash flow,
despite necessary capital expenditures associated with SPACEWAY 3,
to begin meaningfully delevering.  Moody's would likely lower
HNS's ratings if the company's EBITDA margins fall below 14% for a
prolonged period of time, leaving only minimal free cash flow
generation to grow the business, compete effectively, and reduce
leverage.  The use of cash flow to pay a material distribution to
the equity owners prior to reducing leverage and the successful
launching and implementation of SPACEWAY 3, could negatively
affect the ratings.

While the first lien credit facility benefits from a superior
first priority interest in the collateral package relative to that
of the second lien credit facility debt holders, the first lien
debt comprises approximately 80% of HNS's pro forma debt (assuming
the revolver to be fully drawn, though Moody's anticipates the
revolver to be undrawn at closing).  Therefore, since the first
lien debt would represent the preponderance of the company's total
debt, Moody's has not notched up this class of debt higher than
the senior implied rating.  Likewise, as a class, the second lien
senior secured debt has been notched lower than the senior implied
rating reflecting the second lien debtholders' inferior asset
coverage. Moody's also believes that, given the nature of HNS's
assets and their highly specialized nature, that a second priority
claim on the company's assets is akin to being unsecured.
Therefore, the second lien credit facility rating is two notches
below that of the senior implied rating to reflect inferior
recovery prospects.

Moody's understands that the first lien credit facility will have
an upstream guarantee from all domestic subsidiaries (other than
license subsidiaries and future receivables subsidiaries).  The
second lien credit facility will be likewise guaranteed but on a
second lien basis.  Additionally, a perfected first priority
security interest in all of HNS's assets, 65% of the capital stock
of foreign subsidiaries and all the capital stock of HNS secure
the first lien credit facility.  The second lien credit facility
will be likewise secured but on a second lien basis.

The company is issuing the credit facilities in connection with
the formation and capitalization of Hughes Network Systems LLC,
pursuant to an agreement between HNS, HNSI, SkyTerra and DIRECTV.
HNSI, 100% owned by DIRECTV, will contribute substantially all of
its assets, including the SPACEWAY 3 satellite assets, to HNS.  As
consideration, HNS will pay HNSI $201 million in cash, after which
HNSI will own 100% of HNS's equity interests.  Subsequently, HNSI
will sell 50% of its equity interests in HNS to SkyTerra for $50
million in cash, plus 300,000 shares of SkyTerra common stock.  
Net proceeds from the note issue will be used largely to fund the
$201 million cash payment to HNSI, and as an addition to HNS's
cash balance (subject to transaction adjustments).

Hughes Network Systems, headquartered in Germantown, MD, is a
global provider of broadband satellite networks and services to
the VSAT enterprise market and the largest Internet access
provider to the North American consumer market.  The company
generated approximately $789 million in revenue in 2004.


JAZZ PHOTO: Confirmation Hearing Set for May 13
-----------------------------------------------
The Honorable Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey approved Jazz Photo Corp.'s First Amended
Disclosure Statement explaining its Joint Plan of Liquidation.  
Judge Stern determined that the Disclosure Statement contained the
right amount of the right kind of information necessary for Jazz's
creditors to make informed decisions about the Plan.

Jazz Photo is now authorized to distribute the Disclosure
Statement to its creditors and solicit their acceptances of the
Plan.

The Plan proposes an orderly liquidation of Jazz Photo's assets.  
A Liquidating Trust will be established to facilitate distribution
of the sale proceeds to creditors.

Rosenthal's Allowed Secured Claim for $2,088,000 will be paid in
cash on the Effective Date.

Allowed Priority Non-Tax Claim holders will receive cash in full
satisfaction of their claims on the Effective Date.

Allowed Unsecured Claim Holders, owed approximately $49.1 million
in the aggregate, will initially receive a pro rata share of the
liquidation proceeds as soon as practicable after the Effective
Date.  The Disclosure Statement does not attempt to quantify the
value of that initial distribution.  Fuji Photo Film Co. holds the
largest unsecured claim, and the Court has fixed the amount of
Fuji's allowed claim at $30,208,905.

Affiliate Claims, penalty claims and equity interest holders are
subordinated to unsecured claims and aren't expected to recover
anything under the Plan.

The Court will convene a hearing on May 13, 2005, at 10:30 a.m. to
review the merits of the Plan and its compliance with the 13
standards for confirmation under 11 U.S.C. Sec. 1129.

Jazz Photo Corp., was engaged in the design, development,
importation and wholesale distribution of cameras and other
photographic products in North America, Europe and Asia.  The
Company filed for chapter 11 protection on May 20, 2003 (Bankr.
N.J. Case No. 03-26565).  Michael D. Sirota, Esq., and Warren A.
Usatine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
represent the Debtor.  When the Company filed for protection from
its creditors, it estimated $50 million in debts and assets.


JB OXFORD: A Deeper Look at BDO Seidman's Going Concern Doubts
--------------------------------------------------------------
During the year ended December 31, 2004, JB Oxford Holdings, a
brokerage firm, sold substantially all of its revenue producing
operations.   Effective September 2004, it sold its correspondent
clearing operation of National Clearing Corporation and effective
October 2004, it sold its retail brokerage operation of JB Oxford
& Company.  These transactions have added liquidity to the
Company's current financial position, however JB Oxford Holdings
currently has no significant operations that generate cash.  As of
December 31, 2004, it had $5,063,752 in available cash.  The
Company received an additional $8,370,000 in January 2005 from the
sale of retail accounts to Ameritrade and expects to receive an
additional $3,500,000 in April 2006.

National Clearing Corporation is subject to the requirements of
the NASD and the SEC relating to liquidity, net capital, and the
use of customer cash and securities.  At December 31, 2004, NCC
had regulatory net capital of $2,640,170, which exceeded the
minimum requirement by $2,390,170.  The Company's net capital has
declined from $9,554,544 and $9,452,719 at December 31, 2003 and
2002.  If this trend continues JB Oxford Holdings could be forced
to limit further its brokerage activity.  Because NCC is subject
to the Net Capital Rule, there are restrictions on advances to
affiliates, repayment of subordinated liabilities, dividend
payments and other equity withdrawals that are subject to
regulatory notification.

The Company's management expects the Company's current cash
resources to be sufficient to fund expected working capital and
capital expenditure requirements for the current calendar year.  
The Company has no current commitments for capital resources; it
did, however, acquire an aircraft for $1,115,000 at the end of
2004.  It is currently anticipated that JB Oxford Holdings will
use approximately $4,400,000 of cash in operations for the
calendar year 2005 in its core brokerage operations, excluding any
proceeds it may realize from the sale of its investment in land,
or any costs it may incur if it chooses to develop its land
investment.  

Management anticipates generating approximately $2,000,000 in
gross commissions, interest earned, and continuing receipts from
the sale of its clearing operation.  The primary use of cash for
operations is an estimated $4,000,000 in professional fees,
primarily legal costs to defend the Company in various legal
matters. In the event its working capital is not sufficient, in
order to enter a new business or respond to legal matters, the
Company may need to raise additional funds through debt or equity
offerings or private placements.  If funds, which may be needed,
are raised through the issuance of additional equity securities,
the existing shareholders may experience additional dilution in
ownership percentages or book value.  Additionally, such
securities may have rights, preferences and privileges senior to
those of the holders of the Company's current common stock.  There
is no assurance that additional funds will not be needed.  If
additional funds are needed, there can be no assurance that
additional financing will be available, or whether it will be
available on terms satisfactory to the Company.

On September 31, 2004, Third Capital Partners, LLC, the beneficial
owner of JB Oxford Holdings' secured convertible notes in the
aggregate principal amount of $5,418,696, converted these notes to
2,029,474 shares of the Company's common stock, thereby reducing
the amount of debt owed by the Company to Third Capital Partners,
LLC.

                         Going Concern Doubt

As mentioned, JB Oxford Holdings has sold substantially all of its
ongoing business operations and does not have an ongoing business
plan for future operations.  There is significant doubt as to
whether the Company's limited remaining operations can generate
sufficient revenue to be a continuing viable going concern.  
Further, there is significant uncertainty with respect to the
outcome of the SEC lawsuit related to the late trading allegedly
conducted by the Company.  

As a result, as reported in Troubled Company Reporter on Apr. 27,
2005, BDO Seidman, LLP, the Company's independent registered
certified public accounting firm, has expressed substantial doubt
about the Company's ability to continuing as a going concern.

                        Bankruptcy Warning

JB Oxford Holdings warns that if the outcome, or judgment, against
the Company from the pending SEC lawsuit related to the ongoing
mutual fund investigations is significant, the demand for payment
resulting from such outcome, or judgment, coupled with the
Company's deteriorating financial results, will likely affect the
its ability to meet its obligations as they become due in the
normal course of business.  Should JB Oxford Holdings be unable to
meet its obligations as they become due, the Company has indicated
it would be forced to immediately file for protection under
Chapter 11 of the United States Bankruptcy Code.

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


KEMPER INSURANCE: AM Best Says Financial Strength Is Poor
---------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of D
(Poor) of Kemper Insurance Companies (Kemper), which is comprised
of Lumbermens Mutual Casualty Company (LMC) (Long Grove, IL) and
five reinsured affiliated companies.  Additionally, A.M. Best has
affirmed the debt ratings of "c" on a combined $700 million of
surplus notes issued by LMC. A.M.  Best has also affirmed the
issuer credit rating of "c" of LMC.  All ratings have a negative
outlook.  Subsequently, LMC and its five reinsured affiliated
companies' rating will be withdrawn and assigned a rating of NR-4
(Company Request).  The latter action is in response to
management's request that each member be removed from A.M. Best's
interactive rating process.

The rating affirmation reflects Kemper's poor risk-adjusted
capitalization evident by LMC's NAIC risk-based capital, which is
at the "Mandatory Control Level" and the increased risk of
insolvency.  Since July 2003, LMC and most of its affiliates have
been subject to Corrective Orders by the Illinois Department of
Financial and Professional Regulation -- Division of Insurance.
LMC is operating under a run-off plan filed with the Division of
Insurance in 2004.

The following debt ratings have been affirmed and withdrawn:

Lumbermens Mutual Casualty Company:

    -- "c" on $400 million 9.15% surplus notes, due 2026

    -- "c" on $200 million 8.3% surplus notes, due 2037

    -- "c" on $100 million 8.45% surplus notes, due 2097

The financial strength rating of D (Poor) has been affirmed and
withdrawn for the following Kemper Insurance Companies:

    -- Lumbermens Mutual Casualty Company

    -- American Manufacturers Mutual Insurance Company

    -- American Motorists Insurance Company

    -- Kemper Casualty Insurance Company

    -- Kemper Lloyds Insurance Company

    -- Specialty Surplus Insurance Company

The issuer credit rating of "c" has been affirmed and withdrawn
for Lumbermens Mutual Casualty Company.

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


KOREA'S HYNIX: Good Performance Cues S&P to Lift Ratings
--------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term local and
foreign currency ratings on Korea's Hynix Semiconductor Inc. to
'B+' from 'B-' following the recent agreement of creditor banks to
end their control over Hynix's operations earlier than the
scheduled end in 2006.

At the same time, Standard & Poor's raised its long-term local and
foreign currency ratings on Hynix Semiconductor Manufacturing
America Inc. to 'B+' from 'B-'.  The outlooks on the ratings on
both entities are stable.

"The upgrade reflects expectations for normalization of Hynix's
operations and considerably improved debt maturity profile upon
refinancing of the restructured bank debt.  Additionally, the
rating reflects the company's solid position in the DRAM industry,
and good cost position," said Standard & Poor's credit analyst Eun
Jin Kim.

"However, these strengths are offset by the extremely challenging
operating environment in the semiconductor industry: specifically,
the notoriously cyclical and capital-intensive nature of the
industry, and severe pressure on pricing, particularly on products
such as commodity-like DRAM, from which Hynix derives the bulk of
its revenues," Ms. Kim added.

Hynix's past acute cash flow constraints have led the company to
rely more heavily on the relatively low-yield trailing edge 200mm
fabs than any of its major DRAM competitors.  However, in order to
catch up with its peers, the company is expected to make
considerable capital investments in 300mm fabs in the near-to-
medium term, which will lead to higher depreciation costs.  The
company plans to invest about Korean won (W) 3 trillion each year
over the next two years.

The extremely cyclical nature of the industry leads to volatile
profitability and considerable fluctuations in Hynix's credit
protection measures.  During the industry upturn in 2004, Hynix
recorded exceptionally strong earnings, with a parent-only EBITDA
margin of 48.7% and return on capital of 31.5%.  Total debt to
EBITDA also recorded a strong 0.6x. But prior to 2003, Hynix
recorded operating losses for three consecutive years.  As some
softening in average selling prices is expected this year,
profitability margins and debt coverage should see some
deterioration.  Margins will face further pressures once
operations normalize and Sales, General & Administrative expenses
rise to more reasonable levels.

Total debt stood at W1.8 trillion at the end of fiscal 2004 on a
parent-only basis, of which almost W1.7 trillion is restructured
debt, which was set to mature in the fourth quarter of fiscal 2006
under the workout plan.  Standard & Poor's assumes that Hynix will
be able to refinance the restructured debt within the next six
months.  The newly issued debt and secured bank loans are expected
to have a tenor of five or more years, thus significantly
improving Hynix's maturity schedule.


LA HACIENDA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: La Hacienda Mackintosh, Inc.
        dba Tosh's Hacienda
        3090 Downing Street
        Denver, Colorado 80205

Bankruptcy Case No.: 05-20000

Type of Business: The Debtor operates a restaurant specializing in
                  spicy Mexican cuisine.

Chapter 11 Petition Date: April 28, 2005

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Joseph H. Chavez, Esq.
                  Joseph H. Chavez & Company
                  8690 Wolff Court, Suite 200
                  Westminster, Colorado 80031
                  Tel: (303) 650-5757

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Salvador R. Mackintosh                                  $205,750
(Landlord)
8940 East Berry Street
Greendwood Village, CO 80111

Salvadore and Carole                                     $25,000
Mackintosh
8940 East Berry Street
Greendwood Village, CO 80111

Patricia Casey                Lawsuit settlement         $15,000
PO Box 331
Avon, CO 81620

Xcel Energy Utilities                                    $12,588

Jason Mackintosh                                          $8,887

Allen & Vellone               Legal services              $6,955

Nobel Sysco                   Trade Debt                  $4,024

Pepsi                         Trade Debt                  $2,802

Robinson Dairy                Trade Debt                  $1,481

Pinnacol Assurance            Trade debt                  $1,262

Arturos                       Trade Debt                    $574

National Distributing         Trade Services                $570

Denver Water                  Utilities                     $544

Capitol Publication           Advertising                   $320

Auto-Chlor                                                  $298

Qwest                         Telephone                     $246

United Systems                                              $240

Cintas                        Trade debt                    $200

Waste Connection              Trade service - Trash         $161

Front Range Wholesales        Trade debt - Liquor           $144


LAKE LAS VEGAS: Moody's Rates Upsized First Lien Facility at B2
---------------------------------------------------------------
Moody's Investors Service assigned ratings to Lake at Las Vegas
Joint Venture -- Lake Las Vegas -- including a B2 to the upsized
senior secured first lien term loan. The ratings of B1 and B2 on
the existing first and second lien term loans will be withdrawn.  
The ratings outlook is stable.

Net proceeds from the $135 million upsizing of the first-lien term
loan facility will be largely used to refund the $125 million
second lien term loan facility.  Pro forma for this transaction,
total debt/net value as of March 31, 2005 would be 51.1%.  At the
time of the assigning of a B1 rating to the existing first lien
term facility in October 2004, first lien debt/net value was less
than 40%, which permitted the notching up above the senior implied
rating.  The diminution of collateral protection in the proposed
new capital structure as well as the illiquid nature of the
collateral removes the justification for the notching up.

The stable ratings outlook reflects Moody's assessment that Lake
Las Vegas has reached the inflection point in its development
cycle and should be in a position to harvest cash flows rather
than continue to pour massive infrastructure spending into the
community.

The ratings incorporate the short demonstrated track record of the
project and limited historical audited financials provided by the
company, the location and geographic and demographic concentration
of the development, market risk, indications of speculative excess
in the Las Vegas market, and the negative net worth of the company
after adjusting for last year's dividend to the owners.

At the same time, the ratings acknowledge the strength of the Las
Vegas housing market, the successful track record of the owners in
prior large developments, the substantial infrastructure
investment already made in the project, the unique attributes of
the development's water rights and 320-acre private lake, and the
level of project acceptance achieved to date.

The rating actions are:

   * B2 rating is assigned on $533.3 million of senior secured
     first lien term loans due November 1, 2009

   * B2 senior implied rating is confirmed

   * B1 rating on $435 million of senior secured first lien term
     loans due 2009 is withdrawn

   * B2 rating on $125 million of senior secured second lien term
     loans due 2010 is withdrawn

Although prior owners began development of Lake Las Vegas in 1964
and the current owners took over the project in 1988, revenue and
cash flow generation did not achieve critical mass until 2004.
Audited financial statements for the prior two years show rather
insignificant performance.  In 2004, the company recorded $197
million of revenues and $139 million of operating cash flow.  
While all-time records for the company, they came in below earlier
projections of $226 million and $165 million in revenues and
operating cash flow, respectively, indicating the choppy nature of
lot sales.  Going forward, revenue and cash flow projections
effectively extrapolate 2004's performance out into the future.
Should these projections fall significantly short, amortization of
the term loan facility could come under pressure.

The Lake Las Vegas development is located 17 miles east of the Las
Vegas strip and is geared to a more affluent,
vacation/retirement/second home demographic slice of the market.
The challenge for the project will be to lure homeowners and hotel
guests away from the strip, where much of the excitement is and
where high rise towers geared to the affluent buyer are being
built, and out to a somewhat remote resort location.  In addition,
the company's revenue base is derived from a single site in one
city, which makes geographic concentration an issue.

The company also faces considerable market risk in that there are
no mandatory take-or-pay land sale contracts as in some other land
development projects.  If a recession similar to the one that
occurred in Southern California in the early 1990's should occur,
this could slow the absorption rates of land, stretch out the
carrying costs for a number of years, and result in burning
through the over collateral and stressing the cash flows

The Las Vegas housing market has experienced very rapid price
appreciation in recent years, most significantly in the past 12 to
18 months.  As a result, speculative buying and flipping have
increased, leading to an increase in the number of resales on the
market that are competing with new home sales and causing at least
one homebuilder (Pulte) to have to give back some of its 2004
price increases in order to drive cancellation rates back down to
more normal levels.

Although the owners will still derive significant residual values
at the back end if things go according to plan, they withdrew more
than the accumulated equity capital of the company in 2004.
Moody's would feel more comfortable if they still had substantial
investment remaining at risk.

On the plus side, Las Vegas has consistently been one of the
strongest residential housing markets in the country with lot
supply being constrained by the timing of land sales by the Bureau
of Land Management, which is the dominant land owner in the area.

The owners of Lake Las Vegas, Ron Boeddeker and certain Bass
family interests through their jointly owned company,
Transcontinental Land Company, have successfully developed other
large projects in the past, such as the McCormick Ranch in
Scottsdale, AZ, Lake Arrowhead, and Waikoloa on Hawaii's Big
Island.

The owners and third parties have made substantial infrastructure,
retail, and residential investment in the project.  To date, over
$590 million of partner (Transcontinental) capital, $700 million
of homebuilder, retail village and hotel capital, and $325 million
of capital invested by homebuyers in the various Lake Las Vegas
communities have been invested since inception.  The company
estimates that it needs to make approximately $62 million of
additional infrastructure investment to realize more than $1
billion of net value remaining in the development.

Lake Las Vegas is a 3592-acre resort and destination community and
is one of the larger master-planned communities in Las Vegas. Its
claim to uniqueness, however, is derived from the private lake and
dam, which support the water needs of the community.  The private
dam, which stands 18 stories high and stretches over 1.25 miles,
is approximately the size of the Hoover dam.  This lake and water
supply are unlikely ever to be duplicated as water rights of this
magnitude are no longer available in the water-constrained Las
Vegas Valley or other regions in the West.

While the project has been in development over many years and
still has much in the way of unsold land to market, there has been
some project acceptance achieved to date.  It has managed to
attract a Hyatt Regency Hotel, which opened in 1999, and a Ritz-
Carlton, which opened in 2003, and it has sold roughly 30% of the
developable land to date.

The first lien term loan facility will have a borrowing base
calculated at 80% against lots under sale contract, 65% against
lots under option contract, and 60% against entitled land not
under contract.  There will be a 100% excess cash flow sweep,
which will step down to 50% upon the company's delivering to 2.5x
total debt/operating cash flow, and a dividend basket of up to 50%
of excess cash flow so long as total debt/operating cash flow is
less than 2.5x.  Other covenants are a total debt/net value
limitation of 65% and operating cash flow/cash interest of 2.0x.
Required amortization of the first lien term loan is 1% per annum
for the first four years with a 96% bullet in the fifth year.

Headquartered in Las Vegas, NV, Lake at Las Vegas Joint Venture
and its co-borrower, LLV-1, LLC, own and operate the Lake Las
Vegas Resort, a 3592-acre master planned residential and resort
destination located 17 miles east of the Las Vegas strip.
Projected revenues and operating cash flow for the twelve month
period that will end on December 31, 2005 are approximately $328
million and $141 million, respectively.


LANTIS EYEWEAR: Plan Confirmation Hearing Adjourned to May 17
-------------------------------------------------------------          
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York adjourned the hearing to
consider confirmation of the First Amended Liquidating Plan of
Reorganization filed by Lantis Eyewear Corporation.  The
confirmation hearing will be held at 10:00 a.m., on May 17, 2005.

Judge Gropper approved the adequacy of the Debtor's First Amended
Disclosure Statement on March 11, 2005.

As reported in the Troubled Company Reporter on March 9, 2005, the
Plan will establish a Creditor Trust on the Effective Date to
hold the Trust Assets for the benefit of Holders of Allowed
General Unsecured Claims pursuant to the terms of the Plan and the
Creditor Trust Agreement.  The Trust Assets consist of cash
proceeds from the Debtor's liquidated Contributable Assets and
Excluded Assets.

The Plan contemplates the appointment by the Official Committee of
Unsecured Creditors of a Creditor Trustee who will manage the
Creditor Trust and who will be authorized to pursue claims
belonging to the Debtor and its estate for the benefit of the
Holders of Allowed General Unsecured Claims.

The Amended Plan groups claims and interests into five classes.  

Unimpaired Claims consist of:

   a) Other Secured Claims will receive on the Effective Date
      either:

        (i) the return of the collateral securing its Allowed
            Secured Claim on which the Holder has a senior,
            perfected and indefeasible lien or security interest,
            or

       (ii) retain the liens securing its Claim and will receive
            deferred Cash payments in the total amount of the
            Allowed Secured Claim, or

      (iii) receive the proceeds up to the amount of the Allowed
            Class 1 Claim from the sale or liquidation of the
            collateral on account of which the Holder has a
            senior, perfected and indefeasible lien or security
            interest; and
  
   b) Non-Tax Priority Claims will receive after the Effective
      Date the amount of those Holder's Allowed Claim in one Cash
      payment, or other different treatment to which the Claimant
      consents.

Impaired Claims consist of:

   a) General Unsecured Claims will receive their Pro Rata Share
      of the beneficial interests in the Creditor, and on each
      Distribution Date, their Pro Rata Share of net Cash derived
      from the liquidated Trust Assets available for distribution
      as provided under the Plan and the Creditor Trust Agreement;

   b) Secured Lender's Subordinated Unsecured Claims will retain
      the Subordinated Note on account of their Allowed Claims but
      will not receive any payment or distribution on the  
      Subordinated Note or payment or distribution under the Plan
      or the Creditor Trust Agreement until all Allowed Claims
      have been indefeasibly satisfied and paid in full and the  
      Creditor Trust has been terminated; and

   c) Equity Interests will be cancelled on the Effective Date and
      those Holders of Equity will not receive or retain any
      property or distributions under the Plan.

Headquartered in New York, Lantis Eyewear Corporation --
http://www.lantiseyewear.com/-- is a leading designer, marketer  
and distributor of sunglasses, optical frames and related eyewear
accessories throughout the United States.  The Company filed for
chapter 11 protection on May 25, 2004 (Bankr. S.D.N.Y. Case No.
04-13589).  Jeffrey M. Sponder, Esq., at Riker, Danzig, Scherer,
Hyland & Perretti LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $39,052,000 in total assets and $132,072,000 in total
debts.


LAZARD GROUP: Moody's Assigns Ba1 Rating to $650M Sr. Unsec. Debt
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the senior
unsecured debt of Lazard Group LLC and to the mandatory
convertible securities of Lazard Group Finance LLC in connection
with Lazard's planned recapitalization.  The rating outlook is
stable.

Moody's said the ratings reflect the strength of Lazard's advisory
and restructuring franchises, which are founded on the firm's
independence, the capabilities of its advisory professionals and
the strength of its relationships.  Lazard also has a well-
established brand name.  Moody's also noted that, within its
advisory businesses, the firm's restructuring practice has
historically provided some counterbalance to the cycles of its
mergers and acquisitions business.  Lazard's asset management
business also produces substantial cash flows to service debt,
although the firm's track record of gathering assets has lagged
behind industry leaders over the past five years.

In the current recapitalization the firm plans to raise
approximately $2 billion, comprised of $650 million of senior
debt, $400 million of mandatory convertible debt (through a
financing subsidiary), and approximately $875 million of equity.
The proceeds will be used primarily to redeem the interests of the
firm's historical partners.  By redistributing ownership, the
recapitalization also provides fresh incentives for Lazard's
senior managers to grow the firm, and management has put in place
economic incentives to retain the firm's intellectual capital.
Certain senior managers who stay with the firm for at least two
years will be able to exchange their illiquid partnership
interests into publicly traded equity on an accelerated schedule.

The recapitalization transaction greatly increases Lazard's
indebtedness and results in negative tangible common equity.  To
service and ultimately repay the debt, Lazard must achieve its
target ratio of 57.5% compensation expense to net revenues in all
operating environments.  This is a substantial reduction in the
historical ratio of compensation to net revenues.  Cost discipline
and compensation flexibility are critical to mitigate inherent
revenue volatility in the market-sensitive sectors that Lazard
operates in.  Moody's believes that management has strong
incentives to achieve the compensation goal, but has not yet
tested its ability to operate at this level in all market
environments.  This is an important factor in the Ba1 rating
conclusion Moody's said.

Lazard's negative tangible common equity also reduces the firm's
financial flexibility should the firm find itself exposed to
litigation risk or other event risks arising out of its advisory
assignments.  Moody's believes that litigation risks have
increased in all types of merger advisory roles in recent years.
Nonetheless Lazard's less conflicted business model, compared to
full-service investment banks, provides some protection against
such risks Moody's said.

Lazard is an intermediate holding company of the new public entity
of Lazard Ltd.  Lazard owns the main regulated operating entities
that generate the cash flow to service the debt.  As a result of
the recapitalization transaction, Lazard will have an unusually
high level of double leverage Moody's said.

Factors that could lead to an upgrade include:

   (1) a substantial reduction in leverage

   (2) a proven ability to operate at reduced compensation levels
       in all environments.

Factors that could lead to a downgrade include:

   (1) a persistent failure to achieve compensation/operating
       efficiency targets and

   (2) an increase in structural subordination of the debt at the
       holding company.

The ratings assigned:

Lazard Group LLC:

   * $650 million senior notes, due 2015 -- Ba1.

Lazard Group Finance LLC:

   * $400 million senior notes, due 2010 -- Ba1.

Lazard Group Finance LLC is a wholly-owned special-purpose finance
subsidiary of Lazard Group LLC, which is issuing senior notes in
conjunction with an offering of equity security units by Lazard
Ltd.  The only material asset of Lazard Group Finance LLC is a
senior unsecured note issued by Lazard Group LLC.  Moody's
believes that the credit risk of Lazard Group Finance LLC senior
notes is therefore equivalent to the senior unsecured risk of
Lazard Group LLC.

Lazard is an international advisory and money management firm that
generated approximately $1 billion in revenue in 2004.


LIFESTREAM TECH: Names Matthew Colbert as Finance Vice-President
----------------------------------------------------------------
Lifestream Technologies, Inc. (OTCBB:LFTC) appointed Matthew J.
Colbert as Vice President of Finance.  Mr. Colbert has been with
Lifestream for over five years, most recently as Controller, and
will have responsibility for overseeing the financial and
accounting functions of the Company.  He has also been appointed
interim Chief Accounting and Financial Officer.

"Matt has a wealth of accounting expertise and will be
instrumental in furthering the development of Lifestream's
business offering," said Lifestream's CEO, Christopher Maus.  "He
will be a valuable member of Lifestream's management team.  This
appointment and the consolidation of our offices complete
adjustments to our operating expenses."

Before joining Lifestream, Mr. Colbert was a Business Assurance
Associate at PricewaterhouseCoopers LLP.  He was recently awarded
his CPA license and received a Bachelor of Science in Business
Degree from the University of Idaho in 1997.  Colbert replaces
Nikki Nessan.

                        About the Company

Lifestream Technologies, Inc. -- http://www.lifestreamtech.com/--
developed and currently markets a line of cholesterol monitors to
consumers and healthcare professionals that provide test results
in three minutes.

The Company's product line aids the health conscious consumer in
monitoring their risk of heart disease. By regularly testing
cholesterol at home, individuals can monitor the benefits of their
diet, exercise and/or drug therapy programs. Monitoring these
benefits can support the physician and the individual's efforts to
improve compliance.  Lifestream's products also integrate a smart
card reader further supporting compliance by storing test results
on an individual's personal health card for future retrieval,
trend analysis and assessment.

                        *     *     *

                       Going Concern Doubt

Lifestream Technologies' auditors included in their report on the
Company's consolidated financial statements for the fiscal years
ended June 30, 2004 and 2003, raising substantial doubt about
Lifestream's ability to continue as a going concern.

"We have incurred substantial operating and net losses, as well as
negative operating cash flow, since our inception," the Company
said in its Form 10-Q filed for the quarter period ended Dec. 31,
2004, filed with the Securities and Exchange Commission.  "As a
result, we continued to have significant working capital and
stockholders' deficits including a substantial accumulated deficit
at June 30, 2004 and 2003."

At Dec. 31, 2004, Lifestream Technologies' balance sheet showed a
$5,092,310 stockholders' deficit, compared to a $2,063,527 deficit
at June 30, 2004.


LOEWEN GROUP: Ontario Exchange Issues Delinquent Filer Notice
-------------------------------------------------------------
On April 11, 2005, the Ontario Securities Commission issued a
"Delinquent Filer Notice" to Loewen Group, Inc.  The Ontario
Exchange says that the Company is delinquent in its Annual
Financial Statements.  Ontario securities law requires that Annual
Financial Statements be filed within 140 days of the fiscal year
end.  Loewen has not filed interim financial statements within 60
days of its quarter end, as required by Section 77 of the Ontario
Securities Act.  The Company also failed to file an AIF within 140
days of the fiscal year end, as required by OSC Rule 51-501.

The company was cease traded by the OSC on August 30, 2002.

Formerly The Loewen Group International Inc., Alderwoods Group is
North America's #2 funeral services company.  Alderwoods Group
owns or operates about 750 funeral homes and some 170 cemeteries
in the US and Canada.  The firm's funeral services include casket
sales, remains collection, death registration, embalming,
transportation, and the use of funeral home facilities.  The
Debtors filed for chapter 11 protection in the United States and
CCAA protection in Canada on June 1, 1999 after the Debtors failed
to make debt payments after its aggressive acquisition phase.  
Loewen became Alderwoods Group when it emerged from bankruptcy on
January 2, 2002.  (Loewen Bankruptcy News, Issue No. 96;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MAYTAG CORP: Moody's Lowers Rating to Ba2 on Sr. Unsec. Notes
-------------------------------------------------------------
Moody's Investors Service downgraded Maytag Corporation's senior
unsecured ratings to Ba2 from Baa3 and the short-term rating to
Not Prime from Prime-3.  At the same time the Ba2 senior unsecured
note rating was placed on review for possible further downgrade.
Moody's also assigned a new senior implied rating of Ba2.  The
outlook for the ratings remains negative.

The rating downgrades reflect further deterioration of Maytag's
operating and financial performance over the past fiscal year and
continuing through the first quarter of 2005.  This deterioration
resulted from sluggish top line performance and margin pressure
caused by higher steel and energy costs and the company's higher
relative cost structure vis-a-vis its peers.

The rating action also considers:

   (1) the contraction of the company's distribution channels,

   (2) reduced revenues from the floor care business,

   (3) high sales concentration in the U.S. compared to its major
       competitors,

   (4) its large and growing under-funded pension liabilities, and

   (5) its declining credit metrics.

Sales for the twelve months ended April 2, 2005, declined to
$4,670 million, or by 1.1% from fiscal year 2004.  The company's
operating margin slipped to 2.4%, from 3.2% in 2004 and 6.4% in
2003, while interest coverage fell to 1.8 times from 2.7 times in
2004 and 5.7 times in 2003.  Leverage as measured by adjusted debt
(funded debt + adjustments for rent and the underfunded pension) /
EBITDAR rose to 5.7 times from 5.1 times and 3.4 times.  Cash flow
coverage measurements using operating cash flow and free cash flow
improved, but these were greatly aided by reduced working capital
and CAPEX.

The company's cost savings resulting from restructuring
initiatives undertaken in 2004 were negated by the higher prices
of raw materials.  In Floor Care, after a sales decline of 25% in
2004, performance was mixed in the first quarter of 2005 with
higher unit sales but lower average selling prices.  Maytag's non-
U.S. sales constitute only approximately 11.5% of total sales and
the company produces and sources only about 12% of its finished
goods and components in other countries.  Revenues were hampered
by Best Buy's decision to stop carrying Maytag's home appliances
and the repositioning of inventory by Kmart Sears. In spite of
average selling prices of appliances that were higher in early
2005 than they were in early 2004, overall sales declined. The
company has announced a new manufacturing and supply chain
restructuring in which it plans to reduce its structural costs to
more competitive levels.

Maytag's ratings are supported by the company's strong brands, its
market position in the U.S., its cost saving initiatives, the
potential effect on sales of its new product introductions, and by
the growing sales of Maytag Services and Maytag International.

Maytag has minimal debt maturities in 2005 but significant
refinancing needs in 2006.  The company now expects to replace its
unutilized $300 million unsecured bank revolving credit facility
with a larger bank facility to finance the restructuring and mid
term liquidity needs.  This new facility will likely be secured by
receivables and inventory.  The review of the company's senior
unsecured note rating will focus on the size of the facility and
the collateral package to ascertain the level of effective
subordination of the senior unsecured notes.

The negative outlook for the other ratings reflects the challenges
the company faces in reversing the operational decline, especially
the uncertainties associated with the restructuring program.
Moody's expects any benefits of the restructuring to take time,
and hence anticipates the continuation of weak revenue performance
and low margins over at least the near term.

Further downward rating actions could occur if Maytag's market
share declines further, the Floor Care and the Commercial Products
businesses fail to recover, the savings produced by restructuring
programs continue to be offset by cost increases, and new product
introductions do not stimulate sales.

The ratings downgraded are:

   * Senior unsecured rating to Ba2 from Baa3; the rating is
     placed on review for possible further downgrade

   * Issuer rating to Ba2 from Baa3,

   * Short term rating to Not Prime from P-3.

The rating assigned:

   * Senior implied rating of Ba2.

Maytag, based in Newton, Iowa is the third largest US-based
appliance company.  For the fiscal year ended January 1, 2005 the
company reported total revenues of approximately $4.7 billion.


MCLEODUSA INC: March 31 Stockholders' Deficit Widens to $127.6MM
----------------------------------------------------------------
McLeodUSA Incorporated (Nasdaq:MCLD), one of the nation's largest
independent, competitive telecommunications services providers,
reported financial and operating results for the quarter ended
March 31, 2005.

Total revenues for the quarter ended March 31, 2005 were
$160.5 million compared to $162.6 million in the fourth quarter of
2004 and $193.6 million in the first quarter of 2004.  Revenue for
the quarter declined slightly from the fourth quarter of 2004.  In
the first quarter of 2005, long distance revenue per customer
increased 4.6% due to higher wholesale volume, local service
revenue per customer was flat compared to the fourth quarter of
2004 and private line and data revenue per customer declined 1.6%.

Gross margin for the first quarter of 2005 was $67.2 million
compared to $75.8 million in the fourth quarter of 2004 and $86.0
million in the first quarter of 2004.  Gross margin as a
percentage of revenue for the first quarter was 41.9%, compared
with 46.6% in the fourth quarter of 2004 and 44.4% in the first
quarter of 2004.  Gross margin in the fourth quarter of 2004
included approximately $6.2 million of rate settlements, excluding
these amounts would have resulted in a gross margin as a
percentage of revenue of 42.8%.

SG&A expenses for the first quarter of 2005 were $56.7 million
compared to $61.7 million in the fourth quarter of 2004 and
$75.7 million in the first quarter of 2004 as the Company
continues to realize the benefits of its ongoing process
improvement programs and other actions taken to reduce non-
essential expenses.  Adjusted EBITDA in the first quarter of 2005
was $10.5 million compared to $14.1 million in the fourth quarter
of 2004, which included the $6.2 million of rate settlements, and
$10.3 million in the first quarter of 2004.  In the first quarter,
the Company incurred $2.0 million in restructuring charges related
to financial and legal advisors supporting the Company's pursuit
of strategic alternatives and financial restructuring. Net loss
from continuing operations for the first quarter of 2005 was
$(97.5) million, versus $(98.1) million in the fourth quarter of
2004 and $(91.4) million in the first quarter of 2004.

The Company's excellent operational performance continued in the
first quarter of 2005. The customer satisfaction rating for the
quarter was 94%, billing accuracy remained at 99.9% and the
Company continued to consistently achieve 99.999% network
reliability, all in line with Company goals.

Customer platform mix at the end of the first quarter was 72%
UNE-L, 4% resale and 24% UNE-P versus 67%, 5% and 28%,
respectively, at the end of the first quarter of 2004. Business
customer line turnover was 2.0% in the first quarter of 2005
compared to 2.0% in the fourth quarter of 2004 and 1.9% in the
first quarter of 2004. Total customer line turnover in the first
quarter was 2.1% versus 2.2% and 2.3% in the fourth and first
quarters of 2004, respectively.

The Company ended the quarter with $34.9 million of cash on hand.  
Total capital expenditures for the first quarter of 2005 were
$11.9 million principally in support of the Company's VoIP Dynamic
Integrated Access rollout and sustaining the existing voice and
data networks.  The Company was in full compliance with the terms
of the forbearance agreement it entered into with its lenders in
the first quarter of 2005.  In light of the current end date of
the forbearance period, the Company has classified its entire debt
balance as current.

                  Pursuit of Strategic Alternatives

As an independent communications services provider, realizing the
revenue growth benefits of operational excellence continues to be
a challenge for the Company as it competes against large,
financially strong competitors with well-known brands.  Most
recently, the FCC has finalized its unbundling rules and the
communications industry consolidation has accelerated.  With the
recent merger announcements in the industry, the Company believes
that the large telecommunications providers will likely become
even more aggressive upon the closing of these transactions
further challenging the Company's ability to grow revenue.

As previously announced, the Company's Board of Directors has
authorized the Company to pursue strategic alternatives.  The
Company along with its financial advisors is continuing to
actively pursue a strategic partner or a sale of the Company while
also taking steps to maintain future liquidity, including the
continuing evaluation of a capital restructuring to reduce the
current debt level.

The Company believes that its operational excellence combined with
a highly trained workforce, state of the art product offerings and
expansive network could provide strategic benefits to existing
multi-state and regional telecom services providers. In addition,
through the extensive cost reduction programs, which have been
implemented over the past several years, the Company believes its
wholesale product suite offers an attractive alternative to UNE-P
providers for local access lines and competitive long distance
services.

In March of 2005, the Company entered into a forbearance agreement
with its Lenders with respect to scheduled principal and interest
payments on its loans under which the Lenders have agreed not to
take any action as a result of non-payment by the Company of
approximately $18.1 million of scheduled principal amortization
and interest payments due on or before March 31, 2005 and any
related events of default through May 23, 2005.

                     Financial Restructuring

The Company is continuing discussions related to a capital
restructuring with its agent bank and a group of lenders acting as
a steering committee for the lenders under its credit facilities.  
The Company and this committee are in negotiations related to
terms of a capital restructuring which includes the conversion of
a significant portion of the Company's current outstanding debt
into equity.  Under such a restructuring, the holders of the
Company's current debt would become equity shareholders of the
Company with the current holders of the preferred and common stock
unlikely to receive any recovery.

There can be no assurance that the Company will be able to reach
an agreement with its lenders regarding a capital restructuring or
continued forbearance and covenant relief prior to the end of the
initial forbearance period on May 23, 2005.  There also can be no
assurance that the Company will be able to identify a suitable
strategic partner or buyer or reach agreement with any such
strategic partner or buyer on terms and conditions acceptable to
the Company prior to the end of the initial forbearance period.  
In the event these alternatives are not available to the Company,
it is likely that the Company will elect to forgo making future
principal and interest payments to its lenders while it continues
to seek an extended forbearance period or permanent capital
restructuring from its lenders, or alternatively, the Company
could be forced to seek protection from its creditors.

While the Company continues to explore a variety of options with a
view toward maximizing value for all of its stakeholders, none of
the options presented to date have suggested that there will be
any meaningful recovery for the Company's current preferred stock
or common stock holders. Accordingly, it is unlikely that holders
of the Company's preferred stock or common stock will receive any
recovery in a capital restructuring or other strategic
transaction.

The Company believes that by not making principal and interest
payments on the credit facilities, cash on hand together with cash
flows from operations is sufficient to maintain operations in the
ordinary course without disruption of services.  The Company does
not expect that the exploration of the alternatives described
above will negatively impact its customers or vendors.  The
Company remains committed to continuing to provide the highest
level of service to its customers and to maintaining its strong
supplier relationships.

Other highlights in the quarter include:

   -- The Company has continued the rollout of its Preferred
      Advantage(R) Dynamic Integrated Access, which utilizes the
      next generation Voice-over-Internet Protocol (VoIP)
      switching architecture.  The service has now been initiated
      in 33 markets to date and the Company's efforts are on track
      to provide service in 37 markets by April 30, 2005.  The
      McLeodUSA Integrated Access product uses a secure IP network
      to offer integrated voice and data communications services
      over a single T-1 facility to customer locations. Customers
      receive up to 1.544 Mbps Internet access, high quality voice
      service, 17 local calling features, the convenience of an
      easy-to-use web-based control panel, and the ability to add
      or change features and generate reports.

                        About the Company

McLeodUSA -- http://www.mcleodusa.com/-- provides integrated  
communications services, including local services, in 25 Midwest,
Southwest, Northwest and Rocky Mountain states.  The Company is a
facilities-based telecommunications provider with, as of March 31,
2005, 38 ATM switches, 39 voice switches, 699 collocations, 432
DSLAMs and approximately 2,300 employees.  As of April 16, 2002,
Forstmann Little & Co. became a 58% shareholder in the Company.

At March 31, 2005, McLeodUSA's balance sheet showed a
$127.6 million stockholders' deficit, compared to a $46.8 million
deficit at Dec. 31, 2004.


MERIDIAN AUTOMOTIVE: Can Continue Using Cash Management System
--------------------------------------------------------------
Meridian Automotive Systems, Inc., and their non-debtor
subsidiaries maintain cash managements systems for operations in
the United States, Mexico, Canada and Brazil.  The Debtors
maintain numerous bank accounts at various Fifth Third Bank
locations in connection with the operation of their Cash
Management System.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the Debtors' Cash
Management System includes a comprehensive set of internal
controls governing the receipt and disbursement of funds.  It is
an integrated, centralized network of approximately seven bank
accounts with Fifth Third Bank that facilitates the timely and
efficient collection, concentration, management and disbursement
of funds by the Debtors.  The Debtors believe that substantially
all of the Bank Accounts maintained with Fifth Third are insured
up to $100,000 per account.

A diagram outlining the structure of the Debtors' Cash Management
System is available for free at:

         http://bankrupt.com/misc/cashmgmtsysdiagram.pdf

The Cash Management System consists of various Cash Collection
and Concentration Accounts and Control Disbursement Accounts:

A. Collection and Concentration Account

   (1) Fifth Third Concentration Account

       The Fifth Third Account is maintained by the Debtors with
       Fifth Third, East Michigan.  This is the Debtors' primary
       account for receipts and disbursements.

   (2) Lockbox Account

       A domestic zero-balance lockbox account maintained to
       receive checks directly from the Debtors' customers.
       Funds deposited in this account are swept into the Fifth
       Third Concentration Account daily.

B. Control Disbursement Accounts

   (1) CDA Workers' Compensation (Michigan)

       The Debtors maintain this zero-balance workers'
       compensation account to reimburse their third-party
       administrator, ASU Group, Inc., for workers' compensation
       claims filed in Michigan.  This account is maintained for
       coverage of the workers' compensation programs for plants
       in Michigan only.

   (2) CDA Flex Benefits (Company-Wide)

       The Debtors keep this zero-balance company-wide CDA
       flex benefits accounts to facilitate flexible spending
       accounts payments to their third-party benefits
       administrator.

   (3) CDA Accounts Payable

       The Debtors utilize this single zero-balance CDA to cover
       general accounts payable.

   (4) CDA Payroll (All Except Detroit)

       The Debtors maintain this separate zero-balance payroll
       account to fund employee payments via check and all ACH to
       all employees at locations other than the Detroit,
       Michigan plant.

   (5) CDA Payroll (Detroit Operations)

       The Debtors utilize this separate zero-balance payroll
       account to fund employee payments via check and ACH to all
       employees at the Detroit, Michigan plant only.

   (6) CDA Workers' Compensation (Jackson, OH Plant)

       The Debtors keep this zero-balance workers' compensation
       account to reimburse the third-party benefits
       administrator, CompManagement, Inc., for workers'
       compensation claims at the Jackson, Ohio plant only.

A listing of the Bank Accounts that are a part of the Debtors'
Cash Management System is available for free at:

           http://bankrupt.com/misc/meridianbankaccts.pdf

The Cash Management System has a logical structure that allows
for efficient, centralized control of the Debtors' cash flows.  
Mr. Brady tells the Court that the Cash Management System
facilitates the timely and efficient collection, concentration,
management and disbursement of funds by the Debtors.

To facilitate their transition into Chapter 11 operations, the
Debtors ask the authority of the U.S. Bankruptcy Court for the
District of Delaware to continue utilizing their current Cash
Management System to:

   -- closely track, and thus control, all corporate funds
      through the provision of near-continuous status reports on
      the location and amount of all funds;

   -- ensure cash availability;

   -- reduce administrative expenses by facilitating the movement
      of funds and the development of timely and accurate account
      balance and presentment information;

   -- keep track of intercompany transactions made in the
      ordinary course of the Debtors' business and ensure that
      available funds are utilized to their maximum for various
      corporate purposes.

The Debtors also request that no bank participating in the Cash
Management System that honors a prepetition check or other item
drawn on any account (a) at the Debtors' direction, (b) in a good
faith belief that the Court has authorized the prepetition check
or item to be honored, or (c) as a result of an innocent mistake
made despite implementation of reasonable item handling
procedures, be deemed to be liable to the Debtors or to their
estates on account of the prepetition check or other item being
honored after the Petition Date.  The Debtors believe that this
flexibility is necessary to induce the Cash Management Banks to
continue providing cash management services without additional
credit exposure.

"Substantially disrupting their current cash management
procedures would impair the Debtors' ability to preserve and
enhance their respective going concern value and to successfully
reorganize during these chapter 11 cases," Mr. Brady explains.

                          *     *     *

Judge Walrath grants the Debtors' request.

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 April 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.  
(Meridian Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MERIDIAN AUTOMOTIVE: Gets Interim OK to Pay Critical Vendors $8MM
-----------------------------------------------------------------
As reported in yesterday's edition of the Troubled Company
Reporter, Meridian Automotive Systems, Inc., and its debtor-
affiliates asked Judge Walrath for authority to spend up to
$16,000,000, without further conversations with or oversight by
the U.S. Bankruptcy Court for the District of Delaware, 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.

Judge Walrath authorizes the Debtors, in their discretion, to pay
the prepetition claims of Critical Vendors.  The payment,
however, will not exceed $8,000,000 in the aggregate, pending a
final hearing on the Debtors' request.

Judge Walrath will convene a hearing on May 23, 2005, at 2:00
p.m. with respect to the additional $8,000,000.  Any objections
to the Debtors' request must be filed and served by May 16.

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 April 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.  
(Meridian Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MERIDIAN AUTOMOTIVE: Has Interim Access to $30MM of DIP Financing
-----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates'
prepetition debt structure is comprised of four components:

   (1) First Lien Credit Agreement, dated as of April 28, 2004,
       with Credit Suisse First Boston, as First Lien
       Administrative Agent and Collateral Agent, Goldman Sachs
       Credit Partners, L.P., as Syndication Agent, and certain
       lenders:

                                      Amount Outstanding
                                       at Petition Date
                                      ------------------
          Revolving Credit Facility       $59,600,000
          Tranche B Term Loan            $230,600,000
          Accrued but unpaid interest      $4,300,000

   (2) Second Lien Credit Agreement, dated as of April 28, 2004,
       with CSFB, as Second Lien Administrative Agent and
       Collateral Agent, Goldman Sachs, as Syndication Agent, and
       certain lenders:

                                      Amount Outstanding
                                       at Petition Date
                                      ------------------
          Tranche C Term Loan            $175,000,000
          Accrued but unpaid interest      $4,800,000

   (3) Fourth Amended and Restated Subordinated Note Agreement,
       dated April 28, 2004, with U.S. Bank, N.A., as collateral
       agent, and Amended and Restated Collateral Agreement, also
       dated April 28, 2004:

                                      Amount Outstanding
                                       at Petition Date
                                      ------------------
          Series B Notes                  $48,000,000

          Accrued but unpaid and
          uncapitalized interest
          on the Notes                       $482,000

   (4) Unsecured trade debt aggregating approximately
       $109,000,000 as of the Petition Date.

The Debtors' debt obligations under the First Lien Facility,
Second Lien Facility and Series B Notes are secured by a lien on
and security interest in substantially all assets of the Debtors.

Pursuant to Intercreditor Agreements among the First Lien Agent,
the Second Lien Agent, and the Third Lien Agent under the Series
B Notes, (x) the liens granted on the Series B Notes are
subordinate to the liens granted to secure the First Lien
Indebtedness and Second Lien Indebtedness and (y) the liens
granted on the Second Lien Indebtedness are subordinate to the
liens granted to secure the First Lien Indebtedness.  

The First Lien Agent also has the right under the Intercreditor
Agreements to consent to both the use of cash collateral and the
imposition of a priming postpetition financing facility, on
behalf of the Second Lien Lenders and the holders of the Series B
Notes.

                        Debtors Need Cash

Richard E. Newsted, President of Meridian Automotive Systems,
Inc., tells the U.S. Bankruptcy Court for the District of Delaware
that the Debtors do not have sufficiently reliable liquidity
sources available to fund their continued operations.  The Debtors
need immediate access to postpetition financing and to use cash
collateral to permit the orderly continuation of their business
operations, maintain business relationships with vendors,
suppliers and customers, make payroll disbursements and capital
expenditures, and satisfy other working capital and operational
needs.

After carefully assessing their liquidity needs in the event that
a Chapter 11 proceeding were initiated, the Debtors concluded
that they would require $70,000,000 in incremental liquidity
beyond that available under their existing credit facilities.

               Debtors' Efforts to Solicit Funding

To avoid any priming dispute with the First Lien Agent, the
Debtors asked CSFB for a consensual $70,000,000 financing
facility that would prime the prepetition liens securing the
First Lien Indebtedness.  CSFB informed the Debtors that the
First Lien Lenders would only provide funding if the entire First
Lien Indebtedness was "rolled up" into a postpetition DIP loan.  
The First Lien Lenders do not consent to the imposition of a
$70,000,000 priming DIP facility provided by other lenders.

Mr. Newsted notes that a "roll-up" would effectively require the
Debtors to pay the First Lien Indebtedness in full in cash in the
context of a plan of reorganization.  Hence, the Debtors explored
other "take-out" alternatives for a consensual financing, that
is, a DIP facility that would both provide incremental liquidity
and repay the First Lien Indebtedness under the most favorable
terms available in the marketplace.

Aside from CSFB, the Debtors called on four other potential
lenders -- JPMorgan Chase Bank, N.A., GE Capital, Goldman Sachs
and an undisclosed lender.  Four of the institutions submitted
proposals that contemplated both a refinancing of the First Lien
Indebtedness and incremental liquidity in the range of
$70,000,000.

After carefully evaluating all four Refinancing Proposals, the
Debtors concluded that JPMorgan's offer was superior to both the
Refinancing Proposals and the First Lien Agent's "roll-up"
proposal.  Mr. Newsted relates that the terms of the JPMorgan
credit agreement will address the Debtors' working capital and
liquidity needs, and save the Debtors $5,000,000 to $7,000,000 in
interest and other financing costs compared to the roll-up
proposal.  The JPMorgan facility is acceptable to the First Lien
Agent.

               $370,000,000 Financing from JPMorgan

By this motion, the Debtors ask Judge Walrath for authority to
obtain up to $370,000,000 in secured postpetition financing from
JPMorgan in accordance with a Revolving Credit, Term Loan and
Guaranty Agreement, dated April __, 2005, among Meridian
Automotive Systems, Inc., as borrower, the eight debtor-
affiliates as guarantors, JPMorgan as administrative agent, and
J.P. Morgan Securities, Inc., as sole bookrunner and lead
arranger.

The DIP Loan will consist of two Tranches:

     Tranche A -- a revolving commitment of up to $175,000,000,
                  of which a portion not in excess of $25,000,000
                  will be made available for the issuance of
                  letters of credit; and

     Tranche B -- a term loan commitment of up to $200,000,000.

The Debtors seek immediate access to up to $30,000,000, on an
interim basis, under the Tranche A Commitment.

The Debtors propose to utilize the Commitment available under
Tranche A to refinance the First Lien Indebtedness outstanding as
of the entry of a Final DIP Order as well as for working capital
and other general corporate purposes.  The Debtors will devote
the Tranche B Commitment to refinancing the First Lien
Indebtedness outstanding as of the entry of the Final DIP Order.

                          Loan Maturity

Borrowings will be repaid in full, and the Commitment will
terminate, at the earliest of:

   (a) 18 months after the Petition Date;

   (b) 45 days after the entry of an interim order by the
       Bankruptcy Court if the Final DIP Order has not been
       entered prior to the expiration of the 45-day period;

   (c) substantial consummation of a plan of reorganization; and

   (d) acceleration of the loans and the termination of the
       Commitment in accordance with the DIP Credit Agreement.

                       Priority and Liens

The Debtors also ask the Court to grant all direct borrowings and
reimbursement obligations under Letters of Credit and other
obligations under the DIP Facility joint and several
superpriority claim status in their Chapter 11 cases.  The
Debtors propose to secure their DIP Obligations by:

    -- a perfected first priority lien on all property of the
       Borrower and the Guarantors' estates that is not subject
       to valid, perfected and non-avoidable liens;

    -- a perfected junior lien on all properly of the Borrower
       and the Guarantors' estates that is subject to valid,
       perfected and non-avoidable liens in existence on the
       Petition Date other than liens held by the First Lien
       Agent, the Second Lien Agent and the Third Lien Agent; and

    -- a perfected first priority, senior priming lien on all of
       the property of the Borrower and the Guarantors' estates
       that is subject to the liens held by the First Lien Agent,
       the Second Lien Agent and the Third Lien Agent.  The
       senior priming lien will also prime any liens granted to
       provide adequate protection in respect of any of the
       Primed Liens.

                            Carve-Out

The superpriority claims and postpetition liens will be subject
to a carve-out for:

   1.  the payment of allowed and unpaid professional fees and
       disbursements incurred by the Debtors and any statutory
       committees appointed in the cases in an aggregate amount
       not exceeding $5,000,000; and

   2.  the payment of fees pursuant to 28 U.S.C. Section 1930.

                      Use of Cash Collateral

Pursuant to the DIP Credit Agreement, the Commitment will not be
available for use by the Debtors unless the Court will have
authorized the use by the Debtors of the proceeds of prepetition
collateral that constitutes "cash collateral" in respect of the
liens granted pursuant to the Prepetition Credit Facilities.

In this regard, the Debtors ask the Court for authority to
provide adequate protection to the First Lien Lenders, the Second
Lien Lenders, and the holders of the Series B Notes for the
diminution, if any, in the value of their interest in their
collateral.

                       Financial Covenants

The Debtors covenant with the DIP Lenders to keep Capital
Expenditures below $11,000,000 for each fiscal quarter until
September 30, 2006.  If the amount of the actual Capital
Expenditures that are made during any fiscal quarter is less than
the cap, the unused portion may be carried forward to and made
during the next fiscal quarter.

The Debtors also covenant with the Lenders that they will not
permit cumulative Global EBITDA for the Borrower and all of its
direct and indirect subsidiaries from June 1, 2005, through the
date indicated to be less than:

                                     Global Entities
             Period Ending            Global EBITDA
             -------------           ---------------
             June 30, 2005              $7,000,000
             July 31, 2005              $6,000,000
             August 31, 2005           $17,000,000
             September 30, 2005        $30,000,000
             October 31, 2005          $40,000,000
             November 30, 2005         $47,000,000
             December 31, 2005         $50,000,000
             January 31, 2006          $56,000,000
             February 28, 2006         $63,000,000
             March 31, 2006            $70,000,000
             April 30, 2006            $80,000,000

The Debtors will not permit cumulative Global EBITDA for the
Global Entities for each rolling 12 fiscal month period ending on
the date indicated to be less than:

                                     Global Entities
             Period Ending            Global EBITDA
             -------------           ---------------
             May 31, 2006              $88,000,000
             June 30, 2006             $88,000,000
             July 31, 2006             $88,000,000
             August 31, 2006           $88,000,000
             September 30, 2006        $88,000,000
             October 31, 2006          $88,000,000

                        DIP Facility Fees

The Debtors seek permission to pay JPMorgan:

     * 1/2 of 1% per annum on the unused amount of the Commitment
       payable monthly in arrears during the term of the DIP
       Facility;

     * 2.50% per annum on the outstanding face amount of each
       Letter of Credit plus customary fees for fronting,
       issuance, amendments and processing, payable quarterly in
       arrears to the Issuing Lender for its own account;

     * an arrangement and underwriting fee equal to 1.5% of the
       Commitment -- $5,625,000 -- of which:

       (a) approximately $1,400,000 has already been paid;

       (b) an additional $1,400,000 will be payable on the entry
           of the Interim DIP Order; and

       (c) the balance will be payable on the entry of the Final
           DIP Order;

     * a $150,000 annual collateral monitoring fee; and

     * a $200,000 annual administrative fee.

                          Interest Rate

The interest will be payable monthly in arrears at JPMorgan's
Alternate Base Rate plus (i) 1.50% in the case of Tranche A Loans
and (ii) 2.50% in the case of Tranche B Loans or, at the
Borrower's option, LIBOR plus (x) 2.50% in the case of Tranche A
Loans and (y) 3.50% in the case of Tranche B Loans for interest
periods of 1, 3 or 6 months.

In the event of default, interest will be payable on demand at 2%
above the then applicable rate.  The Borrower will not have a
LIBOR option.

                JPMorgan May Revise DIP Loan Terms

Pursuant to the DIP Credit Agreement, prior to the conclusion of
the Final Hearing, JPMorgan has the right, after consultation
with the Borrower, to change the structure, terms or pricing of
the DIP Financing if it reasonably determines that the changes
are advisable to ensure a successful syndication of the DIP
Financing.  However, the interest rate with respect to the
Tranche A Loan may not be increased by more than 0.25% and the
interest rate with respect to the Tranche B Loan may not be
increased by more than 0.50%.

                     Debtors' Six-Week Budget

The Debtors have prepared a six-week budget, which shows, among
other things, the Debtors' projected costs and expenses from the
Petition Date through June 3, 2005.  The Debtors anticipate that
during the period ending June 3, the aggregate principal balance
outstanding under the DIP facility will peak at $23,000,000.

Pursuant to the budget, the Debtors will use funds advanced under
the Tranche A Commitment to pay:

     * payroll expenses;
     * postpetition trade obligations;
     * DIP financing costs and interest;
     * various prepetition claims; and
     * for working capital and other general corporate purposes.

                Meridian Automotive Systems, Inc.
               Receipts and Disbursements Forecast
                  Six Weeks Ending June 3, 2005

   Receipts
      Operating Receipts                        $29,600,000

   Disbursements
      Postpetition Trade                         (9,800,000)
      Payroll                                    (3,600,000)
      Tooling                                    (2,000,000)
      Critical Trade                             (2,000,000)
      Prepetition Revolver/Term B Interest                -
      Adequate Protection                        (2,400,000)
      DIP Fees and Interest                               -
      Miscellaneous                                       -
                                               ------------
   Net Cash Flow                                 $9,900,000
                                               ------------
   Cumulative Cash Flow                        ($11,600,000)
                                               ============

A draft copy of the DIP Credit Agreement is available at no
charge at:

          http://bankrupt.com/misc/JPMCBdipfinancing.pdf

JPMorgan is represented in the Debtors' cases by Marshall S.
Huebner, Esq., at Davis Polk & Wardwell, in New York, and Mark D.
Collins, Esq., at Richards Layton & Finger, in Wilmington,
Delaware.

                          *     *     *

At a hearing held on April 27, 2005, Judge Walrath found that the
Debtors need immediate access to sufficient working capital and
liquidity through the use of cash collateral, incurrence of new
debt for borrowed money, and other financial accommodations to
preserve their going concern value and facilitate the successful
reorganization of their business.  Accordingly, Judge Walrath
authorizes the Debtors, on an interim basis, to borrow up to
$30,000,000 pursuant to the JPMorgan DIP Credit Agreement.

The Debtors are also authorized to use all Cash Collateral of the
Prepetition Secured Lenders.

The Debtors' DIP Obligations will constitute allowed claims
against their estates with priority over any and all
administrative expenses, diminution claims and all other claims,
subject only to the payment of the Carve-out.  The DIP Lenders
will have a First Lien on the Debtors' Cash Balances and
Unencumbered Property.

The Prepetition Secured Lenders are granted Adequate Protection
Liens to protect their interest in the Prepetition Collateral.

The Debtors are authorized to pay all reasonable fees and
reimburse the reasonable expenses of the Prepetition Secured
Lenders' bankruptcy counsel and financial advisors, including the
fees and expenses of Milbank Tweed Hadley & McCloy, LLP, counsel
to the Ad Hoc Committee of First Lien Secured Creditors.

Judge Walrath will convene a hearing on May 23, 2005, at 2:00
p.m. to consider final approval of the DIP Financing Motion.  
Objections to the request may be filed and served by May 16.

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 April 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.  
(Meridian Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MICRO COMPONENT: March 31 Balance Sheet Upside-Down by $3.7 Mil.
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Micro Component Technology, Inc. (OTCBB:MCTI) reported results for
its first quarter ended March 26, 2005.  Net sales for the first
quarter 2005 were $2.0 million, a decrease of 54% from sales of
$4.3 million for the first quarter 2004 and down 13% from the
fourth quarter of 2004.  Net loss was $1.1 million in the first
quarter 2005, compared to net income of $176,000 in the comparable
prior year period.

MCT's President, Chairman and Chief Executive Officer, Roger E.
Gower, commented, "The continuation of the renewed downturn in the
semiconductor capital equipment market is clearly negatively
impacting our business.  However, our gross margin percentages
improved from the fourth quarter of 2004 on lower net sales levels
and our operational spending is down 26% from the fourth quarter
of 2004.  At the same time several of our newest customers are
experiencing exciting improvements in their use of Strip Solutions
and are laying a foundation for additional orders in the near
future.  Additionally, we will continue to target significant cost
reductions within our organization to further reduce our expenses
and current cash burn rates," concluded Mr. Gower.

                     About the Company

Micro Component Technology, Inc. -- http://www.mct.com/-- is a    
leading manufacturer of test handling and automation solutions  
satisfying the complete range of handling requirements of the  
global semiconductor industry.  MCT has recently introduced  
several new products under its Smart Solutions(TM) line of  
automation products, including Tapestry(R), SmartMark(TM),  
SmartSort(TM), and SmartTrak(TM), which are designed to automate  
the back-end of the semiconductor manufacturing process. MCT  
believes it has the largest installed IC test handler base of any  
manufacturer, with over 11,000 units worldwide.  MCT is  
headquartered in St. Paul, Minnesota, with its core manufacturing  
operation in Penang, Malaysia.  MCT is traded on the OTC Bulletin  
Board under the symbol MCTI.  

At Mar. 31, 2005, Micro Component Technology, Inc.'s balance sheet
showed a $3,678,000 stockholders' deficit, compared to a
$2,676,000 deficit at Dec. 31, 2004.


MIRANT CORP: CT Municipal Electric Objects to Disclosure Statement  
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On January 12, 2001, Connecticut Municipal Electric Energy
Cooperative and Mirant Americas Energy Marketing, LP, entered
into a Master Power Purchase and Sale Agreement.  Under MPPSA,
all purchases and sales by MAEM are made pursuant to the Federal
Energy Regulatory Commission approved tariff schedule.

Matthew J. Cleaves, Esq., at Hughes & Luce, LLP, in Dallas,
Texas, relates that Connecticut Municipal and MAEM entered into a
long-term power supply agreement pursuant to the MPPSA.  The
Supply Agreement was for the specific purpose of supplying
electricity in satisfaction of a power supply contract it has
with the Mohegan Tribal Utility Authority, dated July, 1996, as
amended, which obligates Connecticut Municipal to supply Mohegan
Tribal Utility with full requirements for a term running to 2011.

Pursuant to Mirant Corporation and its debtor-affiliates' First
Amended Joint Plan of Reorganization, all executory contracts of
Mirant that have not been specifically assumed will be rejected as
of the effective date of the Plan.  Connecticut Municipal and MAEM
have both continued to honor the terms of the Supply Agreement
postpetition.  Mr. Cleaves notes that the Supply Agreement has
not been assumed by Mirant or even specifically mentioned in the
Disclosure Statement or Plan.  Accordingly, by operation of
Section 14.1 of the Plan, the Supply Agreement will be rejected
as of the effective date.

The Fifth Circuit in In re Mirant Corp., 378 F.3d 511 (5th Cir.
2004) held that Mirant may not reject a FERC regulated power
contract on the mere basis of an exercise of its business
judgment -- instead it must overcome a "rigorous standard" of
proving that the equities balance in favor of rejecting, and
"inter alia insure that the rejection does not cause any
disruption in the supply of electricity to other public utilities
or to consumers."  

Mr. Cleaves believes that a "rejection by silence" treatment of
Connecticut Municipal's contracts is improper because it violates
the standard for rejecting FERC regulated contracts set forth by
the Fifth Circuit Court of Appeals.  Additionally, Mirant cannot
overcome the standard of rejection for the Supply Agreement as
laid out by the Fifth Circuit.  The Plan, as drafted, if approved
and confirmed, will effectuate the rejection of the Supply
Agreement.  But despite that fact, the issue is not even
addressed in the Disclosure Statement or the Plan, Mr. Cleaves
says.

Thus, Connecticut Municipal asserts, the Disclosure Statement
materially deficient and misleading.  According to Mr. Cleaves,
the Disclosure Statement failed to:

   -- adequately disclose the applicable Fifth Circuit standards
      for rejecting a FERC regulated power contract;

   -- analyze the standards with respect to the rejection of the
      Supply Agreement and other similar agreements; and

   -- disclose that the Supply Agreement and other similar
      agreements may only be rejected on an evidentiary showing
      and finding by the Bankruptcy Court that rejection is
      warranted, in the public interest and will not lead to the
      cessation or disruption in the Supply Agreement of
      electricity to other public utilities or to consumers.

Connecticut Municipal, therefore, asks the Court to deny approval
of the Disclosure Statement unless it is amended accordingly and
the relevant issues are addressed.

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


MIRANT CORP: Southern Maryland Electric Slams Disclosure Statement
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Southern Maryland Electric Cooperative, Inc., complains that
Mirant Corporation and its debtor-affiliates' Plan of
Reorganization and the related Disclosure Statement are silent as
to the Debtors' proposed treatment of their contracts with
Southern Maryland:

   * Facility Capacity Credit Agreement, and
   * Site Lease Agreement

Bryan C. Ng, Esq., at Godwin Gruber, LLP, notes that the Debtors
had indicated in sworn testimony that they had no plans to reject
the Agreements.  The Disclosure Statement should indicate that
the Debtors intend to assume those agreements.

Moreover, the Amended Disclosure Statement should explain that,
should the Debtors' plans change as to the Agreements, the
Debtors would need to satisfy the public interest standard set by
the U.S. District Court for the Northern District of Texas before
they could reject the Agreements.

The Disclosure Statement should also disclose that, if rejection
of the Facility Capacity Credit Agreement is authorized and the
cap on rejection damages pursuant to Section 502(b)(6) of the
Bankruptcy Code is determined to apply, the imposition of a cap
on Southern Maryland's damages would violate the filed rate
doctrine.

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


MIRANT CORPORATION: Wants to Settle Issues on Wrightsville Sale
---------------------------------------------------------------
Mirant Corporation, Wrightsville Power Facility, LLC and its
members, Mirant Wrightsville Management, Inc., and Mirant
Wrightsville Investment, Inc., as well as Wrightsville
Development Funding LLC

To obtain certain favorable tax benefits in connection with the
development and construction of the Wrightsville Facility, Mirant
Corporation and its debtor-affiliates financed the project through
the purchase of industrial development revenue bonds issued by
Pulaski County, Arkansas.  To secure the maximum benefit afforded
by a payment in lieu of taxes agreement, the Debtors agreed to
finance 100% of the costs of developing and constructing the
Facility through the industrial development revenue bonds issued
by the County.

Consequently, the County, as issuer, and WDF, as mortgagee,
entered into a mortgage for construction.  The County (i) issued
three series of bonds in the aggregate amount of $300 million and
(ii) mortgaged its ownership interest in the Facility and the
Facility's assets to WDF.  The parties also signed a payment-in-
lieu-of-taxes agreement, which reduces real property taxes
associated with the Facility for an 11-year period.

WDF purchased the Bonds by providing 40% of the financing in the
form of capital contributions.  The other 60% of the financing
was provided to WDF in the form of a loan from Mirant Americas
Generation, LLC.  The Loan was subsequently assigned to Mirant
Americas, Inc.

The amounts advanced under the Mortgage and related Bond issuance
were used by WPF to develop and construct the Facility.

The County and WPF also entered into a lease agreement pursuant
to which the County leased the project assets back to WPF and
granted WPF an option to repurchase the project assets upon full
payment of the Bonds.  Under the Lease, WPF is required to pay
rent to WDF equal to the interest payments to be made on the
outstanding Bonds.

In contemplation of the sale of the Wrightsville Asset Sale, the
Debtors seek the Court's authority to enter into settlement
agreements with Pulaski County, the Pulaski County Special School
District and the City of Wrightsville.

                    Pulaski County Settlement

Pulaski County, WPF and WDF, as holder of the Bonds, have agreed
that:

   (i) the County will transfer the Wrightsville Assets to WPF or
       a designee of WPF;

  (ii) WDF will surrender the Bonds; and

(iii) the parties will cancel the Lease, as part of a settlement
       of the obligations of the parties under the Bonds, the
       Lease, and the PILOT Agreement.

The transfer, pursuant to a deed issued by the County, will occur
in connection with the consummation of the Asset Sale.

Upon assignment of the Wrightsville Assets to WPF or its
designee, the PILOT Agreement, the Bonds, and the Lease will
terminate and the Assets will become subject to assessment and
taxation by the County.

Pursuant to the Settlement Agreement with the County, the Assets
will not be eligible for taxation until taxes are assessed as of
or after January 1, 2006.

                    School District Settlement

Pursuant to an agreement with the Pulaski County Special School
District dated July 14, 2000, WPF was to have paid the School
District three successive payments of $333,334 on or before
October 1 in each of the years 2001, 2002, and 2003.  Although
payments were made in the years 2001 and 2002, the Chapter 11
petition cases stayed the final payment by WPF in October 2003.

The School District and WPF have agreed that WPF will make the
final payment owed without penalty or interest as soon as
reasonably and legally practicable following the Court's approval
and consummation of the Asset Sale, as well as approval of the
Settlement Agreement with the School District.

The payment will be made from the proceeds of the Asset Sale.  
Arkansas Electric Cooperative Corporation, the purchaser of the
Wrightsville Assets, is not assuming any liability for the
payment.

                 City of Wrightsville Settlement

Although WPF has substantially performed all of its obligations
in connection with an agreement with the City of Wrightsville,
Arkansas dated July 14, 2000, there remains eight annual payments
to the City at $120,000 each, or a total of $960,000 over the
next eight years.

The City, however, has agreed that WPF will pay a lump sum of
$480,000 to be placed in a municipal trust fund, the provisions
of which would permit the City to withdraw up to $120,000 per
year for operations of the municipal government until the trust
fund is depleted.  The trust will be administered by a trustee
mutually acceptable to the County and the City, as deemed
appropriate.  WPF will fund the trust as soon as reasonably and
legally practicable following the Court's approval of the Asset
Sale and consummation of sale, as well as the approval of the
Settlement Agreement with the City.

The trust will be funded from the proceeds of the Asset Sale.
AECC is not assuming any liability for the payment.

In addition, WPF will transfer to the City approximately 6.66
acres of unimproved real property located due north of the
Facility location.  WPF will convey the property to the City via
quitclaim deed as soon as reasonably and legally practicable
following approval and consummation of the Sale, as well as the
approval of the parties' Settlement Agreement.

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


MORGAN STANLEY: Fitch Places Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Capital 2004 TOP 13 as
follows:

   -- $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 ASSET: Fitch Puts Low-B Ratings on Five Cert. Classes
--------------------------------------------------------------
Fitch Ratings has upgraded 24 classes and affirmed 23 classes for
the following Mortgage Asset Securitization Transactions, Inc.
mortgage-pass through certificates:

   * Series 2001-3

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

   * Series 2002-6

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 upgraded to 'AAA' from 'AA';
     -- Class B-4 upgraded to 'AA' from 'A-';
     -- Class B-5 upgraded to 'BBB+' from 'BB+'.
   
   * Series 2002-7

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

   * Series 2002-8

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

   * Series 2003-1 groups 1 and 3

     -- Classes 1A, 3A affirmed at 'AAA';
     -- Class 15-B-1 upgraded to 'AAA' from 'AA';
     -- Class 15-B-2 upgraded to 'AA' from 'A';
     -- Class 15-B-5 upgraded to 'B+' from 'B'.

   * Series 2003-1 group 2

     -- Class 2A affirmed at 'AAA';
     -- Class 30-B-1 affirmed at 'AAA';
     -- Class 30-B-2 upgraded to 'AA+' from 'A+';
     -- Class 30-B-4 upgraded to 'BBB+' from 'BB'.

   * Series 2003-2 groups 1 and 2

     -- Classes 1A, 2A affirmed at 'AAA';
     -- Class 15-B-5 affirmed at 'B'.

   * Series 2003-2 group 3

     -- Class 3A affirmed at 'AAA';
     -- Class 30-B-1 affirmed 'AAA';
     -- Class 30-B-2 upgraded to 'AA+' from 'AA';
     -- Class 30-B-3 upgraded to 'A+' from 'A';
     -- Class 30-B-4 upgraded to 'BBB+' from 'BBB';
     -- Class 30-B-5 upgraded to 'BB+' from 'BB'.

   * Series 2003-3

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

The upgrades, affecting approximately $45 million of outstanding
certificates, are being taken as a result of low delinquencies and
losses, as well as significantly increased credit support levels.   
The affirmations, affecting over $1.4 billion of certificates,
reflect stable collateral performance and small-to-moderate growth
in credit enhancement -- CE.  The above deals suffered no minimal
losses since the last rating action date and the upgraded classes
experienced an increase in CE percentage as much as 6 times the
original.

These MASTR transactions comprise fully amortizing, 15- to 30-year
fixed-rate, mortgage loans secured by first liens.  The pool
factors, i.e. current mortgage loans outstanding as a percentage
of the initial pool, range from 11% (MASTR 2002-6) to 36% (MASTR
2003-2).


NATIONAL BENEVOLENT: Fitch Withdraws Default Ratings
----------------------------------------------------
Fitch Ratings has withdrawn the 'DDD' rating on National
Benevolent Association's outstanding debt.  NBA filed for
bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in
February 2004.  In early April 2005, the court approved the sale
of 11 senior living facilities to Fortress NBA Acquisition LLC for
$210 million.  The rating withdrawal is due to the approval of the
reorganization plan, which includes the repayment of 100% of
principal plus accrued interest to bondholders on NBA's
outstanding debt.  All notices to bondholders have been posted at
http://www.benevolentbondholders.com/

The ratings on the following outstanding debt are withdrawn by
Fitch:

   -- $9,650,000 Jacksonville Health Facilities Authority
      Industrial Development revenue bonds (NBA-Cypress Village
      Florida Project), series 2000A;

   -- $10,080,000 Colorado Health Facilities Authority revenue    
      bonds (NBA-Village at Skyline Project), series 2000C;

   -- $9,390,000 Colorado Health facilities Authority revenue
      bonds (NBA-Village at Skyline Project), series 1999A;

   -- $3,980,000 Oklahoma County Industrial Authority health care
      revenue bonds (NBA - Oklahoma Christian Home Project),
      series 1999;

   -- $2,695,000 Missouri Health and Educational Facilities
      Authority health facilities refunding and improvement
      revenue bonds (NBA - Central Office Project), series 1999;

   -- $15,145,000 Colorado Health Facilities Authority health
      facilities revenue bonds (NBA - Village at Skyline Project),
      series 1998B;

   -- $10,715,000 Colorado Health Facilities Authority health
      facilities refunding revenue bonds (NBA - Multistate Issue),
      series 1998A;

   -- $5,935,000 Iowa Finance Authority health facilities revenue
      bonds (NBA - Ramsey Home Project), series 1997;

   -- $2,235,000 Oklahoma County Industrial Authority health care
      refunding revenue bonds (NBA - Oklahoma Christian Home
      Project), series 1997;

   -- $2,160,000 Missouri Health and Educational Facilities
      Authority health facilities revenue bonds (NBA - Woodhaven
      Learning Center Project), series 1996A;

   -- $625,000 Colorado Health Facilities Authority tax-exempt
      health facilities revenue bonds (NBA - Colorado Christian
      Home Project), series 1996A;

   -- $2,650,000 Illinois Development Finance Authority health
      facilities revenue bonds (NBA - Barton W. Stone Christian
      Home Project), series 1996;

   -- $4,485,000 Colorado Health Facilities Authority tax-exempt
      health facilities revenue bonds (NBA - Village at Skyline
      Project), series 1995A;

   -- $4,655,000 Jacksonville (FL) Health Facilities Authority
      industrial development revenue bonds (NBA - Cypress Village
      Florida Project), series 1994;

   -- $3,645,000 Missouri Health and Educational Facilities
      Authority health facilities revenue bonds (NBA - Lenoir
      Retirement Community Project), series 1994;

   -- $8,015,000 Jacksonville (FL) Health Facilities Authority
      industrial development revenue bonds (NBA - Cypress Village
      Florida Project), series 1993;

   -- $23,950,000 Jacksonville (FL) Health Facilities Authority
      revenue refunding bonds (NBA - Cypress Village Florida
      Project), series 1992;

   -- $22,590,000 City of Indianapolis, Indiana economic
      development refunding and improvement revenue bonds (NBA -
      Robin Run Village Project), series 1992;

   -- $4,485,000 Cass County Industrial Development Authority,
      Missouri industrial revenue refunding bonds (NBA - Foxwood
      Springs Living Center Project), series 1992;

   -- $1,850,000 Bexar County (TX) Health Facilities Development
      Corp. tax-exempt health facilities revenue bonds (NBA -
      Patriot Heights Project), series 1992B.


NATURAL GOLF: Liquidity Concerns Trigger Going Concern Doubt
------------------------------------------------------------
Natural Golf Corporation has historically reported net losses. In
the year ended November 30, 2004, Natural Golf posted a $5,788,217
net loss.  For the three months ending February 28, 2005, the
company reported a $384,989 net loss.  

In response to the losses generated, the Company has significantly
reduced its overhead, including employees, in the fourth quarter
of fiscal 2004 and is investigating funding options and more
efficient customer acquisition channels.   Also, during the first
quarter a significant supplier has discontinued the production of
a certain line of golf clubs, which is considered significant for
short-term revenues.  

At February 28, 2005, Natural Golf's balance sheet shows a
$1,484,330 working capital  deficit.  

Natural Golf's liabilities exceed assets by $1,325,463 according
the company's balance sheet dated February 28, 2005.

                        Going Concern Doubt

If substantial losses continue and the Company is unable to raise
sufficient capital, liquidity problems will cause the Company to
curtail operations, liquidate assets, seek additional capital on
less favorable terms and pursue other such actions that could
adversely affect future operations.  These factors raise
substantial doubt as to the Company's ability to continue
operations as a going concern, HEIN & ASSOCIATES LLP said when it
audited the company's 2004 financial statements.  This same
expression of doubt appears in the notes to the company's first
quarter 2005 financial statements.  

Subsequent to February 28, 2005, the Company entered into
discussions for a transaction that would involve the disposition
of substantially all of the Company's assets in a re-organization
under Chapter 11 of the Federal bankruptcy laws.  The Company
believes that this transaction is probable and will result in an
estimated $150,000 impairment of its property and equipment, and
accordingly recognized an impairment charge to write down its
property and equipment by $150,000 at February 28, 2005.

Natural Golf Corporation is a golf instruction company that
provides a total system for playing better golf, including a grip,
stance, swing and equipment different from conventional golf
systems.  Most of the Company's revenue is derived from three
sources: selling instructional products, including videotapes,
DVDs, books, practice devices and accessories; conducting golf
schools in over 200 major markets in the United States; and
selling custom-fitted golf clubs specially designed for the
Natural Golf swing.


NORTH AMERICAN: Moody's Slashes Rating to Caa1 on Sr. Unsec. Notes
------------------------------------------------------------------
Moody's assigned a B3 rating to North American Energy Partner's --
-- NAEP -- pending US$60,481,000 ($75 million Canadian) of senior
second secured 5-year notes, and downgraded its US$200 million of
8.75% senior unsecured notes due 2011 to Caa1 from B3, its senior
implied rating to B3 from B2, and first secured bank facilities to
B2 from B1.  The ratings were under review for downgrade.  Note
proceeds will repay C$61 million of first secured bank debt, fund
C$6 million in transaction fees, and add C$8 million to cash.  
Debt will approximate C$345 million.

The rating outlook is negative.  NAEP's ability to attain a stable
outlook requires, during 2005:

   (1) a convincing sustained turnaround in cash flow,

   (2) adequate undrawn bank revolver liquidity, and

   (3) success in arranging very large amounts of operating lease
       funding for the very major equipment additions needed to
       perform under new contracts.

The downgrades generally reflect:

   (1) the business and heavy funding challenges NAEP will need to
       surmount this year to deliver the fiscal 2006 turnaround it
       expects and

   (2) the asymmetric risk to the rated debt if that turnaround
       does not occur, given that service-intensive NAEP provides
       weak asset coverage of the notes.

Challenges include:

   (1) the duration of diminished financial flexibility, very high
       leverage, and especially very high lease-adjusted leverage;
   
   (2) currently very tight debt service coverage;

   (3) very heavy combined new equipment and other capital
       spending needs for fiscal 2006;

   (4) exposure to large customer concentrations;

   (5) the continuing though diminishing drag of performing under
       certain underwater fixed price contracts;

   (6) and the need for a sustainable cash flow turnaround to
       reestablish financial flexibility.

The ratings are supported by:

   (1) reasonable expectations of a partial earnings recovery
       during fiscal 2006 as NAEP works off its main loss-making
       fixed price Opti/Nexen contract;

   (2) a substantial seasonal jump in fiscal fourth quarter ending
       March 31, 2005 EBITDA and resulting boost to balance sheet
       liquidity;

   (3) liquidity and financial flexibility gains, pro-forma for
       the pending repayment of the existing $61 million of first
       secured bank debt with the new note proceeds;

   (4) a market environment of rising oil sands sector project
       activity; and

   (5) NAEP's long-standing position in Western Canadian oil
       sands, conventional oil and gas, and mining markets.

The new notes receive senior second secured guarantees from
material subsidiaries and the unsecured notes receive senior
unsecured guarantees.  The second secured notes are effectively
subordinated to first secured obligations and can also be primed
in bankruptcy.  The notching of the Caa1 rated senior unsecured
notes below the B3 senior implied rating reflects weak asset cover
of total debt coupled with the unsecured notes' effectively
subordinated claim on assets behind the first secured bank
facility, first secured currency swaps, and the new second secured
notes.  If it becomes clear that NAEP can not achieve a fiscal
2006 turnaround, the notching of the existing unsecured notes
would likely widen to two notches below the senior implied rating
at the time.

This completes Moody's review for downgrade.  The review
considered:

   (1) the operating and liquidity outlook pro-forma for the new
       notes,

   (2) repayment of existing first secured bank debt,

   (3) expected imminent completion of a new pending $50 million
       first secured bank facility, and

   (4) potential cash flow recovery in fiscal 2006.

Private NAEP serves the Canadian oil sands development and
production sector (62% of revenue), conventional oil and gas and
mining sectors (30%), and the commercial and public sectors (8%).
Its largest customer has been Syncrude Canada, Ltd., the largest
producer of bitumen in the Alberta oil sands, and source of
roughly 33% of NAEP's fiscal 2005, 52% of fiscal 2004, and 64% of
fiscal 2003 revenue.

The company was a private firm, sold in late 2003 to the current
private equity holders and management for C$427 million, including
fees.  While NAEP believes the impact on NAEP will be immaterial,
NAEP has been named as a co-defendant in a lawsuit brought by two
of the sisters of the two brothers who sold the company to the
current owners.  The suit claims an inadequate sharing of sale
proceeds with the sisters.

In the fiscal year ending March 31, 2006, NAEP needs to arrange
operating lease funding for the remaining C$90 million of a total
C$110 million of budgeted new heavy and other equipment needed to
perform under its contracts, including its important new 10-year
overburden removal contract with Canadian Natural Resources.
However, even if NAEP attains its expected substantial fiscal 2006
EBITDA recovery, NAEP's coverage of capital requirements and
interest expense is weak and requires substantial access to the
operating lease market for full funding.  Fiscal 2006 capital
spending will approximate $26 million and we expect interest
expense to approximate $C34 million.

Other challenges include the fact that roughly half of NAEP's
revenue is generated by non-recurring site preparation work and
piling work on new projects or project expansions.  That work will
tend to be more episodic due to its dependence on the sanctioning
of new projects by project sponsors.  Also, while NAEP believes it
has reserved for all losses under its ill-fated fixed price
contract for Opti/Nexen, it still faces the burden of performing
the remaining services under that contract this year.

The new B3 rated notes are effectively subordinated to a pending
first-lien secured $50 million bank revolver and first-lien
secured currency and interest rate swaps.  The new notes also have
no rights to block any amount of debtor-in-possession funding that
the first lien debt holders may later approve in their sole
discretion.  The new notes will have a weak second secured
position behind first secured bank debt, first secured currency
swaps, and potential additional first secured debt permitted under
the new note indenture and the carveouts in the existing senior
unsecured note indenture for capital leases and up to $140 million
of total secured debt.

The Caa1 rating for the US$200 million of senior unsecured notes
reflects their deep effective subordination in their claim on NAEP
assets, being junior to the first secured bank facility, first
secured swaps, and second secured notes, and the weak tangible
fixed asset coverage of NAEP's total debt.

The B2 bank credit rating is notched above the senior implied
rating due to strong collateral coverage of the credit facilities
by roughly C$50 million of accounts receivable, roughly C$150
million third party appraised value of fairly fungible fixed
assets, by guarantors' equity stock, by inter-company notes, and
is aided by scheduled debt amortization plus a cash sweep of 50%
of excess cash flow.  The bank rating will be withdrawn upon
retirement with note proceeds.

Pro-forma total debt would approximate C$345 million, C$99 million
of which would be secured debt.  Net worth would approximate C$94
million and tangible net worth would approximate a negative C$102
million.  Debt to Total Book Capital would be a very high at 78%
and is very weak if measured on Debt to Tangible Capital.

Moody's estimates that fiscal year March 31, 2005 EBITDA came in
between C$30 million and C$34 million. Pro-forma Debt/EBITDA would
approximate 10x to 11x and EBITDA/Interest would approximate 1.0
times.  This could fall to 5.5x to 6x, and rise to approximately
1.75x, respectively, if NAEP can meet its fiscal 2006
expectations.

Pro-forma February 28, 2005 assets consist primarily of:

   (a) approximately C$89 million of accounts receivable,
   (b) C$173 million of fixed assets,
   (c) a high C$199 million of goodwill, and
   (d) C$2 million of other intangible assets.

The pro-forma capital structure would consist of:

   (a) the C$75 million of second secured notes,
   (b) C$7.3 million of capital leases,
   (c) C$246.7 million-equivalent in senior unsecured notes,
   (d) C$16.3 million in exposure under the secured currency swap,
   (e) C$93.9 million in book net worth, and
   (f) a negative C$108 million of tangible net worth.

Directly through NACG Preferred Corp. and indirectly through the
ultimate parent NACG Holdings Inc., NAEP is owned by a private
equity group led by The Sterling Group (31.6%) and including:

   (a) Genstar Capital (21.1%),
   (b) Perry Capital (21.8%),
   (c) Stephens & Company (14.5%),
   (d) Paribas North America (5.0), and
   (e) management (6.0%).

North American Energy Partners Inc. is headquartered in Acheson,
Alberta, Canada.


NORTH AMERICAN: S&P Rates Proposed $60MM Sr. Secured Notes at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
construction services provider North American Energy Partners
Inc.'s (NAEP) proposed US$60 million senior secured notes
offering.  Te new senior secured notes will be notched up from the
corporate credit rating to reflect sufficient collateral and
enhanced recovery prospects.

The current 'B' long-term corporate credit and 'B-' senior
unsecured debt ratings on the company will, however, remain on
CreditWatch with negative implications until the notes offering
has closed and the existing secured bank facility is repaid.  he
bank syndicate has provided a waiver that expires April 29, 2005,
as the company is currently not in compliance with the financial
covenants under the bank agreement.  Standard & Poor's does not
assign an outlook while ratings are on CreditWatch.  If the
refinancing is successful and the ratings are removed from
CreditWatch, Standard & Poor's will likely assign a negative
outlook, based on long-term concerns about profitability and
potential margin erosion.

"Proceeds from the secured notes offering would be used to repay
borrowings under the current bank facility, which would then be
cancelled.  Concurrent with the senior secured notes offering, the
company will also obtain a new C$50 million revolving credit
facility, from new lenders," said Standard & Poor's credit analyst
Daniel Parker.  The proposed note offering and new revolving
credit facility will alleviate the company's current liquidity
problems and improve the company's maturity profile.  
Nevertheless, Standard & Poor's remains concerned about the
company's profitability.

Even with a return to historical levels of cash generation (NAEP
averaged about C$65 million in EBITDA from 2002-2004), interest
coverage will be weak and leverage will be very aggressive for the
ratings category.  Adjusted total debt to capital is about 76%.
Standard & Poor's expects EBITDA interest coverage of about 1.8x
and total debt to EBITDA of more than 6x by the end of fiscal
2006. Standard & Poor's does not expect leverage to decline in the
near term.  Although there are significant new projects and
revenue opportunities on which to bid, Standard & Poor's remain
more concerned about the company's margins.

The ability to properly bid contracts is critical to profitability
and Standard & Poor's the competitive environment to become more
difficult, as the oil sands region's growth is attracting greater
competition.  In addition, the oil sand producers' determination
to lower costs (and increasing demands for fixed price contracts)
will create margin pressure for construction services providers
such as NAEP.

NAEP's liquidity is weak, but should improve to adequate levels
with the secured notes offering and a new C$50 million secured
credit facility.  After closing the notes offering and new credit
facility, NAEP will have about C$30 million of availability as
about C$20 million in LOCs will be outstanding under the new
credit facility.


OFFICEMAX INC: Settles Proxy Contest in Meeting with K Capital
--------------------------------------------------------------
OfficeMax Incorporated publicly announced on April 25, 2005, with
the concurrence of K Capital, "it has settled a potential proxy
contest with K Capital Offshore Master Fund (U. S. Dollar), L.P.
and Special K Capital Offshore Master Fund (U. S. Dollar), L.P."
in connection with the election of directors at the 2005 Annual
Meeting of Shareholders of OfficeMax.  The annual meeting is
scheduled for May 9, 2005.  

K Capital has withdrawn its nomination of a candidate for election
to the Board of Directors of OfficeMax at the upcoming Annual
Meeting.  The withdrawal is based on OfficeMax's stated
willingness to appoint an additional independent director to the
Company's Board of Directors at the end of June 2005 and to give
active consideration in good faith to a candidate or candidates
proposed by K Capital for such position.

George J. Harad, currently the Executive Chairman of the Board of
OfficeMax, previously announced his intent to resign from the
OfficeMax Board as of June 30, 2005.  Sam Duncan, OfficeMax's
newly-appointed President and Chief Executive Officer, is expected
to be appointed to the Board at that time.

K Capital managing director Brian Steck was quoted in OfficeMax's
April 25, 2005, press release as follows: "We are pleased to be
able to work constructively with OfficeMax toward the shared goal
of enhancing both the long and short term value of the company."

OfficeMax is a leader in both business-to-business and retail
office products distribution.  The company provides office
supplies, and paper, print and document services, technology
products and solutions, and furniture to large, medium, and small
businesses and consumers.  OfficeMax customers are served by more
than 41,000 associates through direct sales, catalogs, the
Internet, and 935 superstores.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2005,
Standard & Poor's Ratings Services placed its ratings for
OfficeMax Inc., including the 'BB' corporate credit rating, on
CreditWatch with negative implications.

"This action reflects our concerns regarding the company's
softer-than-expected results for the fourth quarter and the
resignation of its CEO, Christopher C. Milliken," said Standard &
Poor's credit analyst Stella Kapur.  OfficeMax now needs to fill
three key senior management positions, including that of CEO, CFO,
and president of the retail business.

As reported in the Troubled Company Reporter on Jan. 3, 2005,
Moody's Investors Service upgraded the senior implied rating of
OfficeMax Incorporated to Ba1, upgraded the rating on the 7%
senior notes due November 2013 to Baa2, and assigned a speculative
grade liquidity rating of SGL-2. The outlook is stable.  This
concludes the review for upgrade initiated on
July 14, 2004.

The ratings upgraded:

   -- Senior implied rating to Ba1 from Ba2;
   -- Senior unsecured $560 million bank facility to Ba1from Ba2;
   -- Senior notes due 2013 to Baa2 from Ba2;
   -- Adjustable Conversion-Rate Equity Units to Ba1 from Ba2;
   -- Issuer rating to Ba1 from Ba2;
   -- Senior unsecured shelf to (P) Ba1 from (P) Ba2, and
   -- Preferred shelf to (P) Ba3 from (P) B1.


OFFSHORE LOGISTICS: SEC Investigation Prompts S&P to Cut Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on helicopter transportation services company Offshore
Logistics Inc. (Olog) to 'BB' from 'BB+'.  Standard & Poor's also
lowered its senior unsecured rating on Olog to 'BB' from 'BB+'.  
In addition, Standard & Poor's placed the company on CreditWatch
with negative implications.

As of Dec. 31, 2004, Lafayette, Louisiana-based Olog had $263.1
million of debt.

"The rating actions reflect concerns associated with the ongoing
SEC investigation regarding certain payments made in a foreign
country that may violate the Foreign Corrupt Practices Act and
raise additional issues," noted Standard & Poor's credit analyst
Andrew Watt.  The investigation has led to the termination and
resignation of two senior executives, including the CFO,
heightening rating concerns.  "In addition, Olog's expected delay
in filing its 10K for fiscal-year ended March 31, 2005 creates
further uncertainties about the company's ability to provide
financial filings on a timely basis," he continued.

The CreditWatch listing will be resolved after the outcome of the
investigation has been determined and a discussion with management
and thorough review of the company has occurred.


ORMET CORP: BofA Business Capital Provides $150-Mil Exit Financing
------------------------------------------------------------------
Bank of America Business Capital, one of the world's largest
asset-based lenders, provided a $150 million revolving credit
facility to aluminum manufacturer Ormet Corporation.  The asset-
based loan will be used to help Ormet emerge from bankruptcy and
for ongoing working capital needs.  Bank of America also will
provide letters of credit and cash management products and
services.

"Bank of America Business Capital was selected to lead this
transaction primarily because of their ability to provide a
creative loan structure and deliver a fully syndicated deal," said
Ormet President and CEO Michael Williams.  "This financing
provides us with the financial flexibility to manage our business
in a highly cyclical industry."

"We were impressed with the operational improvements made by
management to help ensure the success of their restructuring
plan," said Joyce White, president of Bank of America Business
Capital.  "With our knowledge of the aluminum industry and past
relationship with Ormet, we were able to structure an asset-based
loan that maximized the company's borrowing power."

                     About Bank of America

Bank of America Business Capital is one of the world's largest
asset-based lenders, with 19 offices serving the United States,
Canada and Europe.  It provides companies with senior secured
loans, cash management, interest rate, precious metals and foreign
exchange risk management, and a broad array of capital markets
products. Visit http://www.bofa.com/businesscapitalnewsfor more  
information.

Bank of America -- http://www.bankofamerica.com/-- is one of the  
world's largest financial institutions, serving individual
consumers, small and middle market businesses and large
corporations with a full range of banking, investing, asset
management and other financial and risk-management products and
services. The company provides unmatched convenience in the United
States, serving 33 million consumer relationships with more than
5,800 retail banking offices, more than 16,700 ATMs and award-
winning online banking with more than twelve million active users.
Bank of America is the No. 1 overall Small Business Administration
(SBA) lender in the United States and the No. 1 SBA lender to
minority-owned small businesses. The company serves clients in 150
countries and has relationships with 98 percent of the U.S.
Fortune 500 companies and 85 percent of the Global Fortune 500.
Bank of America Corporation stock (NYSE: BAC) is listed on the New
York Stock Exchange.

Headquartered in Wheeling, West Virginia, Ormet Corporation --
http://www.ormet.com/-- is a fully integrated aluminum    
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.  The
Company and its debtor-affiliates filed for chapter 11 protection
on January 30, 2004 (Bankr. S.D. Ohio Case No. 04-51255).  Adam C.
Harris, Esq., in New York, represents the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy
protection, it listed $50 million to $100 million in estimated
assets and more than $100 million in total debts.


OWENS CORNING: CSFB Appeals Ruling Blocking Suit Against B-Readers
------------------------------------------------------------------
As previously reported, Judge Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware denied Credit Suisse
First Boston's request to pursue an adversary case against
certain physicians for the reason that the Banks' Agent did not
agree to indemnify the bankruptcy estate or to provide any
equivalent security for any hypothetical "counterclaims" that the
physicians might later pursue.  CSFB alleged that these
physicians falsely reported X-ray readings as positive for
asbestos-related disease in prepetition personal injury claims
brought against Owens Corning and its debtor-affiliates .

Richard S. Cobb, Esq., at Landis Rath & Cobb, LLP, in Wilmington,
Delaware, asserts that the indemnification requirement imposed by
the Bankruptcy Court has no basis in Third Circuit precedent and
is wholly contrary to public policy, which favors meritorious
derivative actions financed by willing creditors.  The Bankruptcy
Court's ruling is wrong as a matter of law, Mr. Cobb argues.
"The Bankruptcy Court's decision constitutes a reversible error."

Third Circuit case law, Mr. Cobb points out, favors derivative
suits by creditors willing to step up and pursue colorable claims
on behalf of the estate.  Mr. Cobb cites the decision in the
Official Committee of Unsecured Creditors of Cybergenics Corp. ex
rel. Cybergenics Corp. v. Chinery, 330 F.3d 548, 566 (3d Cir.),
cert. dismissed, 540 U.S. 1001-02(2003).  In the Cybergenics
landmark decision, the Third Circuit Court concluded, "the most
natural reading of the Code is that Congress recognized and
approved of derivative standing for creditors' committees [and
intended] committees to play a robust and flexible role in
representing the bankruptcy estate, even in adversarial
proceedings."  It is "unmistakably clear that Congress approved
of creditors' committees suing derivatively to recover property
for the benefit of the estate."

Mr. Cobb relates that Congress strongly approves derivative suits
because the suits carry with them the potential to bring money
into the estate that would not otherwise be there.  "If, as
evidence shows, Owens Corning has been victimized by systemic
over-diagnosing of nonmalignant asbestos personal injuries, it is
potentially owed as much as $1.5 billion," Mr. Cobb contends.
"Yet Owens Corning is not interested in pursuing these claims and
the statute of limitations is ticking."

Additionally, Mr. Cobb argues that the Bankruptcy Court's
injection of a new factor into the derivative standing legal
analysis is an error of law justifying reversal.  Mr. Cobb notes
that neither the Bankruptcy Court nor Owens Corning cited a
single case holding that a putative derivative plaintiff's
indemnification of the debtor against potential, and presumably
meritless counterclaims is a factor to be considered with respect
to the granting of leave to proceed derivatively.

The injection of an indemnity requirement into the derivative
standing inquiry does not make practical sense, Mr. Cobb asserts.
Mr. Cobb says it allows those who have defrauded the bankruptcy
estate to avoid getting called to account for their actions
merely by threatening baseless, big-dollar counterclaims.  "By
requiring an indemnification, the Bankruptcy Court in effect
ruled that an admittedly good cause of action could simply be
abandoned by the estate (but without opportunity for anyone else
to take up the abandoned asset) to avoid hypothetical and
concededly groundless claims," Mr. Cobb notes.

For these reasons, CSFB asks the District Court to reverse the
Bankruptcy Court's Order, and remand the Order to the Bankruptcy
Court with instructions to grant the Banks' request for leave to
proceed derivatively.

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


PACIFIC MAGTRON: Weinberg Raises Going Concern Doubt in Form 10-K
-----------------------------------------------------------------
Weinberg & Company, P.A., raised substantial doubt about Pacific
Magtron International Corp.'s ability to continue as a going
concern after it audited the Company's Form 10-K for the fiscal
year ended Dec. 31, 2004.  The Company reported a $1,172,700 loss
and negative cash flows from operations of $1,896,900 for the year
ended Dec. 31, 2004, and had a $542,200 working capital deficit at
Dec. 31, 2004.  

During 2004, the Company was in violation of certain of its debt
covenants which violations were subsequently waived.  However, the
waiver obtained from Textron Financial Corporation expired on
March 31, 2005.  It is uncertain that the Company will be able to
meet all the covenants in the future.  If this was to occur in the
future and waivers for the violations could not be obtained, the
Company's inventory flooring line might be terminated and loan
payments on its inventory flooring line and mortgage loan might be
accelerated.  These factors raised doubts about the Company's
going concern ability.

"Our future ability to execute our business plan will depend on
our efforts to increase revenues, control our overhead and return
to profitability," the Company said in its Annual Report.  "We
have implemented plans to reduce overhead and operating costs, and
capture new business.  No assurance can be given, however, that
these actions will result in increased revenues and profitable
operations."

                        About the Company

Headquartered in Milpitas, California, Pacific Magtron
International Corp. -- http://www.PacificMagtron.com/--  
distributes computer peripheral products through our wholly owned
subsidiaries, Pacific Magtron, Inc., Pacific Magtron, Inc., and
LiveWarehouse, Inc.


PENN NATIONAL: Earns $15.8 Million of Net Income in First Quarter
-----------------------------------------------------------------
Penn National Gaming, Inc. (PENN: Nasdaq) reported record first
quarter operating results for the period ended March 31, 2005:

                         Summary of Q1 Results

                                       Three Months Ended March 31,
(In millions, except per share data)       2005     2005        2004
                                          Actual  Guidance(6)  Actual
                                     ---------------------------------
Net revenues                         $     289.3 $     292.8 $  285.1
EBITDA (1)                           $      72.2 $      70.1 $   69.7
Less depreciation and amortization,
gain/loss on disposal of assets, and
earnings from joint venture         $     (15.9)$     (16.6)$  (17.6)
Income from operations               $      56.3         N/A $   52.1
Less interest expense - net, income
taxes, and other expenses           $     (40.0)$     (39.6)$  (31.1)
Income from continuing operations    $      16.3 $      13.9 $   21.0
(Loss) from discontinued operations -
HCS Shreveport and Pocono Downs and
its OTWs (net) (2)                  $      (0.5)        N/A $   (3.2)
Net income                           $      15.8         N/A $   17.8
Per share data (5)
Diluted earnings per share from
continuing operations (3)           $      0.19 $     0.165 $   0.26
Diluted (loss) per share from
discontinued operations (2)         $      0.00         N/A $  (0.04)
Diluted earnings per share           $      0.19         N/A $   0.22
Adjustments:
Diluted (loss) per share from
discontinued operations (2)         $      0.00         N/A $   0.04
After tax diluted earnings per share
effect of early extinguishment of
debt                                $      0.12 $     0.115 $      -
Adjusted diluted earnings per share
(4)                                 $      0.31 $      0.28 $   0.26


(1)  EBITDA is income from operations excluding charges for
     depreciation and amortization and gain/loss on disposal of
     assets, and is inclusive of earnings from joint venture.  A
     reconciliation of net income (GAAP) to EBITDA as well as income
     from operations (GAAP) to EBITDA, is included in the financial
     schedules accompanying this release.

(2)  Hollywood Casino - Shreveport is accounted for as a discontinued
     operation effective in the second quarter 2004.  As a result of
     Penn National's sale of Pocono Downs Racetrack and its affiliated
     off-track wagering facilities, the Company is accounting for
     these facilities as discontinued operations effective in the
     third quarter 2004.  The income/loss and diluted loss per share
     figures from discontinued operations are net of taxes.

(3)  In the three months ended March 31, 2005 Penn National Gaming
     recorded charges for the early extinguishment of debt of $15.8
     million ($10.3 million net of taxes) that had the net effect of
     reducing both diluted earnings per share from continuing
     operations and diluted earnings per share by $0.12.  Without the
     effect of these items, Penn National would have reported 2005
     first quarter diluted earnings per share from continuing
     operations and diluted earnings per share of $0.31.

(4)  Adjusted diluted earnings per share is diluted earnings per share
     from continuing operations excluding the loss on early
     extinguishment of debt.

(5)  All per share results have been adjusted to reflect the March
     2005 two-for-one stock split.

(6)  The figures in this column present the guidance Penn National
     Gaming provided on February 3, for the first quarter ended March
     31, 2005.  At that time the Company did not provide estimates for
     certain items which have been denoted "N/A."

Commenting on the results, Peter M. Carlino, Chief Executive
Officer of Penn National said, "Penn National Gaming exceeded its
guidance for income from continuing operations and diluted
earnings per share from continuing operations based on further
EBITDA improvements at Charles Town Races & Slots(TM), Casino
Rouge and the management contract at Casino Rama.

"In addition to the record operating results during the first
quarter, Penn National made significant progress in improving its
capital structure in anticipation of several new growth
opportunities which are expected to come online over the next few
years.  As previously reported, in January the Company completed
the sale of The Downs Racing and its subsidiaries and in February
Penn National made a private offering of $250 million of 6 3/4%
Senior Subordinated Notes.  The proceeds from these activities
were applied to the redemption of $200 million of our 11 1/8%
Series B Senior Subordinated Notes and will also be applied to
previously announced development projects.  In total, Penn
National paid down $111 million on its bank facility during the
quarter and on April 4, the Company paid down an additional $160
million on its bank facility.

"Penn National also made strides during the first quarter period
in advancing its broad range of growth and development
opportunities.  In Pennsylvania, where we are developing a new
gaming and racing facility at Penn National Race Course, we
secured local approvals for the project's land-development plan.  
We anticipate securing a license from the Pennsylvania Gaming
Control Board in late 2005, commencing construction immediately
thereafter and opening our new Harrisburg-area facility in early
2007.

"Our pending acquisition of Argosy Gaming Company is on schedule
with an anticipated closing in the third quarter of this year.  We
are continuing to work with various state gaming boards and the
FTC to obtain their required approvals to complete the
transaction.  In connection with this process we have elected to
divest the Argosy Baton Rouge property to expedite securing
necessary approvals.  We anticipate that the sale will be effected
after the merger although we will begin seeking a buyer
immediately.

"Argosy brings with it several prospects for growth through both
expansion and development, including the Company's recent proposal
to Indiana regulators for a major expansion at Lawrenceburg which
is the nearest gaming facility to the Cincinnati feeder market.  
This plan calls for an expansion of the nation's biggest revenue
generating riverboat to accommodate up to 4,000 slot machines from
the 2,800 currently being operated.  We believe the Argosy
development projects, which are complex and subject to regulatory
approvals, adhere to our long-term desire to enhance long-term
shareholder value by creating more exciting entertainment venues.

"We recently announced an agreement to acquire an off-track
betting facility in Bangor, Maine and plan to temporarily operate
up to 475 slots at this site in advance of our construction of a
permanent facility.  We anticipate a summer 2005 closing of the
$3.8 million transaction, which we believe could result in the
temporary facility being operational by the end of 2005, assuming
all regulatory approvals are granted.  We recently filed our
completed slot operator license application, and are in the
process of working with the city of Bangor to identify and
finalize the optimal site for permanent development.  We are
projecting that the 475 slots at the temporary facility will
generate approximately $20 million to $30 million in annual
revenues.

"We are initiating 2005 second quarter guidance today based solely
on our existing continuing operations and we expect to update this
guidance following the completion of the Argosy transaction."

                     Financial Guidance

The following table sets forth current guidance targets for
continuing operations (e.g. excluding Hollywood Casino -
Shreveport and Pocono Downs Racetrack and its affiliated off-track
wagering facilities) for the second quarter 2005 and updated full
year 2005 guidance based on:

   -- Although the transaction is expected to be closed in the
      third quarter of 2005, this guidance does not include
      financial contributions from the Argosy Gaming Company
      properties;

   -- The Company will take a non-cash pre-tax charge of $4.3
      million relative to pre-construction activities at Penn
      National Race Course in the 2005 fourth quarter. Previously,
      this charge was anticipated to occur in the 2005 second
      quarter. The after tax effect of the charge is expected to
      approximate $2.7 million or $0.03 per diluted share;

   -- The Company will incur a pre-tax write off of approximately
      $4.1 million for deferred fees related to its April 4, 2005
      $160 million payment to satisfy all outstanding senior
      credit facilities. The after tax effect of the write off for
      the deferred fees is expected to approximate $2.7 million or
      $0.03 per diluted share;

   -- Anticipated results do not include any charges for future or
      prior stock option grants, although it is expected that the
      Company will incur such charges, when the Company adopts
      FASB 123R in the first quarter of 2006;

   -- The Company will have approximately 85.7 million diluted
      shares outstanding for 2005;

   -- Charles Town Races & Slots will install an additional 200
      gaming devices in the third quarter of 2005;

   -- The guidance does not reflect the scheduled sunset on
      July 1, 2005 of the current state of Illinois gaming tax;

   -- The financial guidance does not include a gain on a sale of
      assets related to the recently completed sale of The Downs
      Racing and its subsidiaries;

   -- The effective tax rate for federal, state and local income
      taxes for 2005 will be 37.5%; and,

   -- There will be no material changes in economic conditions,
      applicable legislation or regulation, world events or other
      circumstances beyond our control that may adversely affect       
      the Company's results of operations.

                        About the Company

Penn National Gaming owns and operates casino and horse racing
facilities with a focus on slot machine entertainment.  The
Company presently operates eleven facilities in nine jurisdictions
including West Virginia, Illinois, Louisiana, Mississippi,
Pennsylvania, New Jersey, Colorado, Maine and Ontario.  In
aggregate, Penn National's facilities feature over 13,000 slot
machines, 260 table games, 1,286 hotel rooms and 417,000 square
feet of gaming floor space.

The company is currently in the process of completing the
disposition of the Shreveport, Louisiana Hollywood Casino.  In
November 2004, Penn National Gaming agreed to acquire all of the
outstanding shares of Argosy Gaming Company, which it expects to
complete in the second half of 2005.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Moody's Investors Service confirmed the ratings of Penn National
Gaming, Inc., and assigned a stable ratings outlook.  The
confirmation completes the review process that was initiated on
Nov. 4, 2004 following the announcement that Penn National and
Argosy Gaming Company (Argosy; Ba2/under review for possible
downgrade) entered into a definitive merger agreement under which
Penn National will acquire all of Argosy's outstanding shares for
$47.00 per share.  The transaction is valued at approximately
$2.2 billion.

At the same time, Moody's assigned a B3 to Penn National's new
$200 million senior subordinated notes due 2015, and a Ba3 to Penn
National's new $2.725 billion senior secured bank facility that
consists of a $750 million 5-year revolver, a $325 million 6-year
term loan A, and a $1.65 billion 7-year term loan B.


PREMIUM STANDARD: S&P Rates $125 Mil. Senior Unsecured Debt at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on hog producer and processor Premium Standard Farms
Inc.

At the same time, Standard & Poor's assigned a 'BB' rating to
Premium Standard Farms' $125 million senior unsecured debt due
2015, issued under Rule 144A with registration rights.  In
addition, the outlook was changed to stable from negative.

Proceeds will be used to refinance existing notes and pay
transaction expenses.  In conjunction with the notes offering,
Premium Standard Farms intends to remarket existing shares through
a secondary public offering.  The company does not expect to
receive any funds from this offering.

Kansas City, Montana-based Premium Standard Farms is expected to
have about $200 million in total lease-adjusted debt outstanding
at closing.

"The outlook revision to stable reflects the significant
improvement in operating performance that Premium Standard Farms
has made over the past year, and our expectations that the company
can sustain this better performance," said Standard & Poor's
credit analyst Ronald Neysmith.  "In addition, the company's
credit protection measures, leverage, and liquidity are still
consistent with the current ratings and comparable to those of
other similarly rated protein producers."

The rating reflects the highly competitive, commodity-based,
cyclical nature of the swine industry and the high fixed costs of
pork processing operations.  These factors are mitigated by the
company's position as one of the leading processors in the U.S.,
with an emphasis on high-end, value-added products.  The company
also benefits from a premium niche market position and an
experienced management team.

Premium Standard Farms is the second-largest hog producer in North
America and the sixth-largest processor in the U.S., with
operations in Missouri, North Carolina, and Texas.  Its Missouri
production facilities supply all the company's hog processing
operations' needs in that state.

Furthermore, Premium Standard Farms produces about 76% of the hogs
it slaughters, securing the rest through supply agreements with
local farmers in North Carolina.  This vertical integration,
combined with access to genetically developed breeding stock,
ensures that the company has access to a reliable supply of high-
quality hogs.  The structure also gives the company efficiency
advantages over its competitors.  However, vertical integration
has not mitigated the effect of hog price cycles on the company's
operating and financial performance to the extent previously
expected.

There is some concentration risk, as the top five customers
account for about 20% of sales.  Standard & Poor's expects some
further decline in this concentration in the next several years as
Premium Standard Farms continues with its strategy of increasing
its export sales.  The company has also targeted customers seeking
value-added pork products of consistently high quality that
command a higher price than commodity pork products.


PROVENA FOODS: Auditors Issue Going Concern Doubt in Form 10-K
--------------------------------------------------------------
Provena Foods Inc. (Amex: PZA) reported a net loss of $1,229,855
on sales of $51,809,941 for the year 2004 compared to net earnings
of $16,729 on sales of $43,188,367 for 2003.  Sales increased at
both the meat and pasta divisions but both divisions contributed
to the loss.

Because of the Company's poor operating results, on March 28,
2005, Comerica Bank, the Company's lender under its credit
facility, demanded payment of the obligations under the credit
facility and agreed to a conditional forbearance from judicial
action to collect the obligations until December 15, 2005.  The
forbearance is conditioned on:

   -- no new defaults under the credit facility,

   -- no defaults under the terms of the forbearance,

   -- no deterioration in the Company's financial condition or the
      Bank's collateral position, and

   -- no belief by the Bank that its prospect of payment is
      impaired.  

Under the terms of the forbearance, the net proceeds from the sale
on April 13, 2005, of the Company's two pasta buildings were
applied to retire the real estate and two equipment loans, reduce
the balance of the line of credit by $500,000, and deposit with
the Bank $2,865,000 cash collateral to secure liabilities under
the credit facility.  In addition, the Company's borrowing limits
were reduced, borrowing costs increased, and would increase
further upon any new default under the credit facility or the
forbearance terms.  Accordingly, the Bank's credit line and debt
are reflected as current liabilities at December 31, 2004.

On April 12, 2005, the Company received a preliminary proposal
from a new lender to provide the Company with a credit facility to
replace Comerica.  

                      Going Concern Doubt

Cacciamatta Accountancy Corporation raised substantial doubt about
Provena Foods' ability to continue as a going concern after it
audited the Company's Form 10-K for the fiscal year ended Dec. 31,
2004.  Cacciamatta said that, "as of December 31, 2004, the
Company has negative working capital of approximately $7,126,000,
is operating under an onerous forbearance agreement imposed by its
Bank, and must secure a new lender by December 15, 2005 to
refinance its credit facility.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern."

                        About the Company

Provena Foods, Inc., is a California-based specialty food
processor engaged in the supply of food products to other food
processors, distributors and canners.  Its primary products are
pepperoni and Italian-style sausage sold to frozen pizza
processors, pizza restaurant chains and food distributors and dry
pasta sold to food processors and canners, private label producers
and food distributors.  The Company's products are sold throughout
the United States but primarily in the Western United States.


QWEST COMMS: Expects Q1 Results to Reflect Steady Improvement
-------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) expects to
report first quarter 2005 results on Tuesday, May 3.  The company
expects to report that it continued to hold revenues flat for the
fourth consecutive quarter and to report revenue less cost of
sales and SG&A in excess of consensus expectations and in the
range of $970 to $990 million.  Qwest will report net income per
share, as result of a gain of approximately $250 million on the
sale of its wireless assets to Verizon Wireless.  Also, Qwest
expects cash generated from operations for the quarter will exceed
capital expenditures, reflecting focused operating activities and
reduced capital expenditures offset by the payment of employee
bonuses and the timing of certain payroll tax payments.  The
company continues to expect an improvement this year in cash
generated from operations less capital expenditures compared with
2004 before one-time payments.

"We are pleased with our performance in the quarter and look
forward to discussing it in more detail next week," said Richard
C. Notebaert, Qwest chairman and CEO.  "Our continuing disciplined
cost reduction and facilities optimization efforts are paying off
and benefiting profitability, as planned.  This progress is
enabling Qwest to continue investment in our growth products and
other strategies to improve our competitive position, financial
flexibility and future growth."

As previously announced, Qwest will host a conference call for
investors and the media at 9 a.m. ET on May 3rd, with Richard C.
Notebaert, Qwest chairman and CEO, and Oren G. Shaffer, Qwest vice
chairman and CFO.  The call can be heard on the Web at
http://www.qwest.com/about/investor/events

                         About Qwest

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

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


R&G FINANCIAL: Fitch Assigns BB+ Preferred Stock Rating
-------------------------------------------------------
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.  

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 Crown Bank:

     -- Support '5'.

   * R-G Crown Bank:

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


REGIONAL DIAGNOSTICS: Taps Baker & Hostetler as Bankr. Counsel
--------------------------------------------------------------          
Regional Diagnostics, L.L.C., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Ohio for
permission to employ Baker & Hostetler LLP as their general
bankruptcy counsel.

Baker & Hostetler is expected to:

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

   b) take all necessary action to protect and preserve the
      Debtors' estate, including the prosecution of actions on
      their behalf, the defense of any actions commenced against
      the Debtors, negotiations concerning litigations in which
      the Debtors may be involved, and objections to claims filed
      against the Debtors;

   c) prepare on behalf of the Debtors motions, applications,
      answers, orders, reports, and other papers necessary to the
      administration of the Debtors' estates;

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

   e) advise the Debtors in connection with any sale of assets and
      appear before the Bankruptcy Court, any appellate courts,
      and the U.S. Trustee, to protect the Debtors' interests; and

   f) perform all other legal services to the Debtor that are
      necessary in their chapter 11 cases.

Jeffrey Baddeley, Esq., a Partner at Baker & Hostetler, is the
lead attorney for the Debtors.  Mr. Baddeley discloses that the
Firm received a $50,000 retainer.  Mr. Baddeley charges $450 per
hour for his services.

Mr. Baddeley reports Baker & Hostetler's professionals bill:

    Professional        Designation    Hourly Rate
    ------------        -----------    -----------
    Michael VanNiel     Associate         $210
    Kelly Burgan        Associate         $200

    Designation                        Hourly Rate
    ------------                       -----------    
    Partners/Counsel                   $230 - $550
    Associates                         $160 - $330
    Legal Assistants/Support Staff     $79  - $195
   
Baker & Hostetler assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Warrensville Heights, Ohio, Regional Diagnostics,
L.L.C., -- http://www.regionaldiagnostic.com/-- owns and operates  
27 medical clinics located in Florida, Illinois, Indiana, Ohio and
Pennsylvania.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 20, 2005 (Bankr. N.D. Ohio Case No.
05-15262).  When the Debtors filed for protection from their
creditors, they estimated assets of $10 million to $50 million and
debts of $50 million to $100 million.


REGIONAL DIAGNOSTICS: Taps Navigant as Restructuring Advisor
------------------------------------------------------------          
Regional Diagnostics, L.L.C., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Ohio for
permission to employ Navigant Capital Advisors, LLC, as their
financial and restructuring advisors and business consultants.

Navigant Capital is expected to:

   a) prepare and assist in connection with any formal
      reorganization process, including planning and advisory
      assistance, post-petition financial and management advisory
      assistance, and preparation of periodic financial reports
      and statements of financial affairs;

   b) review potential strategic alternatives and provision of
      support in connection with the preparation of solicitation
      materials and efforts to effectuate any potential strategic
      alternatives;

   c) collaborate with management in the identification and
      implementation of both short-term and long-term liquidity
      optimization initiatives and develop cost containment
      strategies in order to minimize the Debtors' case burn rate;

   d) develop and implement cash management strategies, tactics
      and processes, and communicate and negotiate with outside
      constituents, including lenders and advisors;

   e) collaborate with management in connection with the
      development of a revised business plan and forecast, along
      with other forecasts as maybe required by the Debtors in
      connection with restructuring negotiations or for other
      corporate purposes; and

   f) provide all other financial, restructuring and business
      consultancy services to the Debtors that are necessary in
      their chapter 11 cases.

Neil F. Luria, a Director at Navigant Capital, discloses that the
Firm received a $100,000 retainer.  

Mr. Luria reports that Navigant Capital will be paid with:

   a) a Weekly Fee of $25,000 to be paid every Friday; and

   b) a Performance Incentive Fee equal to 3% of the Aggregate
      Value associated with any financial restructuring
      consummated during the term of the Debtors' engagement of
      Navigant Capital, including the proceeds from the
      divestiture of assets or refinancing involving Regional
      Diagnostics and its affiliates.

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

Headquartered in Warrensville Heights, Ohio, Regional Diagnostics,
L.L.C., -- http://www.regionaldiagnostic.com/-- owns and operates  
27 medical clinics located in Florida, Illinois, Indiana, Ohio and
Pennsylvania.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 20, 2005 (Bankr. N.D. Ohio Case No.
05-15262).  Jeffrey Baddeley, Esq., at Baker & Hostetler LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


REUNION INDUSTRIES: Receives Going Concern Opinion from Auditors
----------------------------------------------------------------
Mahoney Cohen & Company, CPA, P.C., raised substantial doubt about
Reunion Industries, Inc.'s ability to continue as a going concern
after it audited the Company's Form 10-K for the fiscal year ended
Dec. 31, 2004.  The auditors cited four factors that triggered the
going concern opinion:

    -- the Company's $13.3 million working capital deficit,

    -- a loss from continuing operations of $3.5 million before
       gain on debt extinguishment,

    -- cash used in operating activities of $3.3 million, and

    -- a deficiency in assets of $25.6 million.

"We successfully refinanced our bank debt in December 2003 and has
extinguished a significant portion of our obligations under
various debt instruments over the past year," the Company stated
in its Annual Report.  "These steps have improved liquidity and
deferred the principal maturities on a significant portion of our
debt.  However, on Feb. 3, 2005, we announced that we were unable
to make a $2,928,000 interest payment by Feb. 2, 2005, to its
senior noteholders.  Holders of more than 80% of the principal
amount of the Senior Notes agreed to enter into a Standstill
Agreement with the Company.  Pursuant to the Standstill Agreement,
holders agreed that they would not exercise and will (to the
extent within their control) cause the Trustee not to exercise any
remedies provided for in the Indenture under which the Senior
Notes were issued, or any other agreements related to the Senior
Notes, with respect to this payment default or with respect to a
potential Event of Default if the Company fails to make the next
scheduled interest payment due April 1, 2005.  In the Standstill
Agreement, these holders agreed to defer payment of the interest
not paid by Feb. 2, 2005, and any interest that is due April 1,
2005, and not paid, to December 2006."  

"Although it may be possible to negotiate additional waivers of
defaults, no assurances can be given that we would be able to do
so," the Company said.

The Company is investigating other recapitalization scenarios in
an effort to provide additional liquidity and extinguishments or
deferrals of debt obligations.  Failure to accomplish these plans
could have an adverse impact on the Company's liquidity, financial
position and future operations.

                        About the Company

Reunion Industries, Inc., owns and operates industrial
manufacturing operations that design and manufacture engineered,
high-quality products for specific customer requirements, such as
large-diameter seamless pressure vessels, hydraulic and pneumatic
cylinders, grating and precision plastic components.


SECURITY CAPITAL: May Not Meet Monday's Report Filing Deadline
--------------------------------------------------------------
Security Capital Corporation (AMEX: SCC) received a letter, dated
April 20, 2005, from the American Stock Exchange, granting the
Company an extension of time until May 2, 2005, to file its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2004, and
regain compliance with the AMEX's continued listing standards.

The April 20, 2005, letter from the AMEX advised the Company that
it is not in compliance with the AMEX's continued listing
standards because the Company had failed to timely file the 2004
Form 10-K, as required pursuant to Section 1101 of the AMEX
Company Guide.  The AMEX's letter noted that, in setting the
May 2, 2005, extended due date, the AMEX had determined not to
apply the continued listing evaluation and follow-up procedures
specified in Section 1009 of the Company Guide.  The AMEX's letter
also noted that the letter constituted a "Warning Letter" pursuant
to Section 1009(a)(i) of the Company Guide and notice of failure
to satisfy a continued listing standard.

The Company is working diligently to finalize the 2004 Form 10-K,
but currently anticipates that the 2004 Form 10-K will not be
filed by the May 2, 2005, extended due date.  The Company now
believes that it will be able to file the 2004 Form 10-K by
May 16, 2005.  As a result of the delay in filing the 2004 Form
10-K and the Company's previously announced need to select a new
independent registered public accounting firm to replace Ernst &
Young LLP, the Company currently anticipates that it will not be
able to file its Form 10-Q for the quarter ended March 31, 2005 by
the May 16, 2005, filing deadline.  The Company expects that it
will be in a position to file the First Quarter Form 10-Q by
June 15, 2005.

The Company's two reportable segments are employer cost
containment and health services, and educational services.  The
employer cost containment and health services segment consists of
WC Holdings, Inc., which provides services to employers and their
employees primarily relating to industrial health and safety,
industrial medical care, workers' compensation insurance and the
direct and indirect costs associated therewith.  The educational
segment consists of Primrose Holdings, Inc., which is engaged in
the franchising of educational child care centers, with related
activities in real estate consulting and site selection services
in the Southeast and Southwest.

                       About the Company  

Security Capital Corporation operates as a holding company and  
participates in the management of its subsidiaries, WC Holdings,  
Primrose Holdings Inc. and Pumpkin Masters Holdings Inc.   

WC is an 80%-owned subsidiary that provides cost-containment  
services relative to direct and indirect costs of corporations and  
their employees primarily relating to industrial health and  
safety, industrial medical care and workers' compensation  
insurance.  WC's activities are primarily centered in California,  
Ohio, Virginia, Maryland and, to a lesser extent, in other Middle  
Atlantic states, Indiana and Washington.  Primrose is a 98.5%-
owned subsidiary involved in the franchising of educational  
childcare centers.  Primrose schools are located throughout the  
United States, except in the Northeast and Northwest.  Pumpkin is  
a wholly owned subsidiary engaged in the business of designing and  
distributing Halloween-oriented pumpkin carving kits and related  
accessories.


SOUTH BEACH: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: South Beach Securities, Inc.
             330 South Wells, Suite No. 718
             Chicago, Illinois 60606

Bankruptcy Case No.: 05-16679

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Nola LLC                                   05-16682

Chapter 11 Petition Date: April 27, 2005

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtors' Counsel: Louis D. Bernstein, Esq.
                  Gould & Ratner
                  222 North Lasalle, Eighth Floor
                  Chicago, Illinois 60601
                  Tel: (312) 236-3003
                  Fax: (312) 236-3241

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
South Beach Securities, Inc.  $0 to $50,000      $1 Million to
                                                 $10 Million

Nola LLC                      $0 to $50,000      $1 Million to
                                                 $10 Million

South Beach Securities, Inc.'s Largest Unsecured Creditor:

   Entity                                 Claim Amount
   ------                                 ------------
Scattered Corporation                       $3,297,489
330 South Wells Street
Chicago, IL 60606

Nola LLC's 5 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Jack Feltl & Company                           Unknown
600 South Highway 169
Minneapolis, MN 55426

MJK Trustee                                    Unknown
[Address not Provided]

MJSK Investment Service                        Unknown
c/o SIPC
1201 Elm Street, Suite 3500
Dallas, TX 75270

Robinson Curley & Clayton                      Unknown
300 South Wacker Drive, Suite 1700
Chicago, IL 60606

South Beach Securities, Inc.                   Unknown
300 South Wacker Drive, Suite 1700
Chicago, IL 60606


SUPERIOR GALLERIES: Negative Cash Flow Prompts Going Concern Doubt
------------------------------------------------------------------
Superior Galleries, Inc. (OTCBB:SPGR) reported record revenues for
its fiscal 2005 third quarter and the nine months ended March 31,
2005.  The Company recorded revenues of $11.7 million for its
fiscal 2005 third quarter, an increase of $2.2 million, or 23%,
from $9.5 million for the three months ended March 31, 2004.  The
Company recorded revenues of $29.3 million for the first nine
months of fiscal 2005, an increase of $8.8 million, or 43%, from
$20.5 million for the nine months ended March 31, 2004.  
Management attributed the revenue increases to strong market
demand for rare coins in both its wholesale and retail sales
channels, and to higher levels of inventory resulting from the
availability of additional financing for inventory purchases and
customer auction advances.

The Company recorded a quarterly net loss of $203,000 for the
quarter ended March 31, 2005 versus net income of $740,000, for
the prior-year quarter.  For the nine months ended March 31, 2005,
the Company recorded a net loss of $208,000 versus net income of
$108,000 for the comparable period of fiscal 2004.  The year-over-
year comparisons reflect in part investments the Company continues
to make in expanding its live auctions, online sales channels and
operational infrastructure to support its overall revenue growth.

Silvano DiGenova, CEO of Superior, commented, "Building upon our
fifth consecutive quarter of record revenues, we see significant
growth potential through our online sales channel, partly through
our partnerships with eBay, Amazon.com and Overstock.com, partly
through the enhanced e-commerce functionality of our own website
at http://www.sgbh.com/and through other initiatives we are  
working on now.  Thanks to the additional equity investment and
the expanded line of credit we received last month from Stanford
Financial, we now also have the ability to grow our business
through all our sales channels by enhancing our inventory of rare
coins and extending auction advances to our customers."

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended March 31, 2005,
filed with the Securities and Exchange Commission, Superior
Galleries continues to report negative cash flows from operations
and significant short-term debt which raise doubt about the
Company's ability to continue as a going concern.  SINGER LEWAK
GREENBAUM & GOLDSTEIN LLP, in Los Angeles, the Company's auditors,
expressed "substantial doubt about the Company's ability to
continue as a going concern" when they reviewed Superior
Galleries' financial statements for the year ended June 30, 2004.  
HASKELL & WHITE LLP expressed similar doubts in 2003.

Superior Galleries' balance sheet dated March 31, 2005, shows
$17.7 million in assets and $16.1 million in liabilities.  

                        About the Company

Superior Galleries, Inc., is a publicly traded company, acting as
a dealer and auctioneer in rare coins and other fine collectibles.  
The firm markets its products through its prestigious location in
Beverly Hills, California and the company's Web site at
http://www.sgbh.com/


SW FORT: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------
Debtor: SW Fort Collins, LLC
        2531 South College Avenue
        Fort Collins, Colorado 80525

Bankruptcy Case No.: 05-19887

Chapter 11 Petition Date: April 27, 2005

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Robert J. Bruce, Esq.
                  1875 Lawrence Street, Suite 750
                  Denver, Colorado 80202
                  Tel: (303) 573-5498

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
H. Hunter White III           LLC member note loan      $190,443
PO Box N4820                  for operating capital
Nassau, Bahamas

Kmart                         % Rent overpayment &       $70,868
3100 W. Big Beaver Road       water/sewer charges
Troy, MI 46084                - $62,825
                              Lighting issues
                              -$8,043

Krispy Kreme                  Security deposit on        $45,000
c/o Jones & Keller            pending lease
4600 S. Ulster Street, #680
Denver, CO

Office Furniture USA          Return of security         $17,491
                              deposit less rent owed

Southwester Investment        Management/Reimbursement   $15,886
Group

Lawis & Bruce                 Legal fees                  $7,754

Cricket Communications        Security deposit-           $4,356
                              tenant     

Advance America Cash          Tenant security             $1,600
                              deposit

Oreck Vacuum                  Security deposit            $1,000

A&B Builders                  Demo Work - Dumpster          $980

B&M Roofing                   Roof Repairs                  $773

Advantage Rent A Car          Security deposit              $770

Highplains                    Cell phone                    $582


TRIAD FINANCIAL: Moody's Assigns B3 Rating to $200M Sr. Notes
-------------------------------------------------------------
Moody's Investors Service today assigned a senior implied rating
of B2 to Triad Financial Corporation and a B3 rating to the $200
million senior unsecured notes being issued on its acquisition by
a group of investors.  The outlook for the ratings is stable.

The B2 senior implied rating reflects:

   (1) Triad's established national franchise focused on the
       sub-prime sector of the auto finance market,

   (2) its integrated and centralized systems and risk management
       structure,

   (3) the experience of its management team in sub-prime auto
       lending and

   (4) the strength of the investor group acquiring the company.

The rating also reflects Triad's improved credit metrics and core
profitability in recent years.  Moody's added that the rating is
constrained by the high effective leverage of the company and its
dependence on confidence-sensitive securitization and other
secured debt.

The B3 rating assigned to the senior unsecured notes reflects the
encumbered nature of Triad's assets and the associated effective
subordination of the notes as a result of the company's
securitization and other senior secured debt.

The ratings assigned are:

   * Senior implied rating at B2
   * Issuer rating at B3

Triad Financial Corporation is an independent auto finance company
headquartered in Huntington Beach, California with managed assets
of approximately $3.9 billion as of March 31, 2005.


TRIAD HOSPITALS: Earns $66.2 Million of Net Income in 1st Quarter
-----------------------------------------------------------------
Triad Hospitals, Inc., (NYSE:TRI) reported consolidated financial
results for the three months ended March 31, 2005.  For the three
months, the Company reported revenues of $1.2 billion; earnings
before interest, taxes, depreciation, amortization, and other
items of $191.5 million; income from continuing operations of
$65.2 million; net income of $66.2 million; diluted earnings per
share from continuing operations of $0.82; and diluted EPS of
$0.83.

On a same-facility basis compared to the prior year three-month
period, inpatient admissions increased 2.5%, adjusted admissions
increased 2.1%, and inpatient surgeries decreased 0.2%.  Patient
revenue per adjusted admission increased 5.7%, patient revenues
increased 7.9%, and revenues increased 7.9%.  Same-facility
results included facilities owned for the full first quarter of
both years, including six hospitals that were acquired in December
2003.  Revenue growth rates reflected the impact of the Company's
self-pay discount policy implemented October 2004, which was
discussed in the Company's fourth quarter earnings release;
without the self-pay discounts (which reduced net revenue relative
to what it would have been without the discounts), the Company
estimates that patient revenue per adjusted admission would have
increased 7.6%, patient revenues would have increased 9.9%, and
revenues would have increased 9.8%.

For the three months, the Company reported a provision for
doubtful accounts of $113.0 million, or 9.3% of revenue.  Without
the self-pay discounts (which reduced both provision for doubtful
accounts as a percent of net revenue and net revenue relative to
what they would have been without the discounts), the Company
estimates that the provision for doubtful accounts would have been
10.8% of revenue.  The Company continued to include in the
allowance for doubtful accounts on its balance sheet approximately
$15 million beyond what the Company's historical experience would
require, in order to reflect the potential for further
deterioration in the collectibility of receivables from uninsured
patients.

For the three months, cash flow from operating activities was
$126.4 million, or $136.3 million excluding cash interest payments
of $6.9 million and cash tax payments of $3.0 million.  Cash flow
from operations was impacted by two annually recurring uses of
cash: a retirement plan contribution of $26 million and incentive
compensation payments of $24 million (both for expenses accrued in
2004).  The Company spent $100.3 million on capital expenditures,
largely for expansion and construction of new facilities, and paid
debt principal of $20.9 million.

On April 1, 2005, the Company acquired an 80% interest in
Deaconess Hospital, a 313-bed facility in Oklahoma City, for
$119 million (including $16 million of working capital), and on
April 9, the Company opened its newest hospital, Presbyterian
Hospital of Denton, a venture with Texas Health Resources that is
80% owned by Triad.  On April 8, the Company acquired for
$27.5 million HCA's 28.5% interest in Vicksburg Health System, a
venture majority-owned and managed by Triad in Vicksburg, MS; the
Company now owns 99.5% of the facility.

At March 31, cash and cash equivalents were $125.4 million, and
the Company had $378 million available under its $400 million
revolving credit facility, which was reduced by $22 million of
outstanding letters of credit.  The Company funded the Deaconess
and Vicksburg transactions with cash on hand. As of April 22, the
Company had approximately $20 million outstanding under its
revolving credit facility, excluding the $22 million of letters of
credit.  Long-term debt outstanding was $1.6 billion, and
stockholders' equity totaled $2.5 billion.

The Company updated its guidance for 2005 diluted EPS from
continuing operations to approximately $2.73-2.83 from
approximately $2.69-2.79.  This guidance continues to incorporate
an expected provision for doubtful accounts of approximately 9.0-
9.5% of revenue in 2005.  This range reflects the expected impact
of the Company's self-pay discount policy, including an additional
component that was implemented April 1, which is expected to
reduce both revenue and the provision as a percent of net revenue
in 2005 relative to what they would have been without the
discounts.

Without the self-pay discount policy, the Company would have
expected the provision for doubtful accounts to be approximately
10.2-10.7% of revenue in 2005.  Triad believes that the provision
will likely fluctuate from quarter to quarter during 2005, even
possibly outside of this range.  Triad also believes that the
annual range itself will be subject to change, possibly positive
or negative, based on evolving business conditions and the
effectiveness of Company actions in response, and this may impact
2005 EPS.  The Company's current EPS guidance excludes any impact
from reversing any or all of the $15 million that it continues to
include in the allowance for doubtful accounts on its balance
sheet.

Beyond 2005, Triad expects to achieve annual EPS growth in at
least the mid-teens percent range (excluding the impact of
expensing stock options, which the Company expects to commence
January 1, 2006, in accordance with Statement of Financial
Accounting Standards 123(R)).  The Company also expects to achieve
further gradual improvement over time, with occasional
fluctuation, in its overall return on invested capital.

Triad Hospitals, through its affiliates, owns and manages
hospitals and ambulatory surgery centers in small cities and
selected larger urban markets.  The Company currently operates 53
hospitals and 16 ambulatory surgery centers in 15 states with
approximately 8,690 licensed beds.  In addition, through its QHR
subsidiary, the Company provides hospital management, consulting
and advisory services to more than 200 independent community
hospitals and health systems throughout the United States.

                          *     *     *

Last year, Moody's Investor Service, Standard & Poor's, and Fitch  
Ratings assigned their low-B ratings to $600,000,000 of 7% Senior  
Notes issued by Triad Hospitals maturing on May 15, 2012, and a  
$600,000,000 issue of 7% Senior Subordinated Notes coming due on  
Nov. 15, 2013.


US AIRWAYS: Charlotte Asks Court to Lift Stay to Set Off Tax Claim
------------------------------------------------------------------
When they filed for bankruptcy, US Airways, Inc., and its debtor-
affiliates owed the City of Charlotte $3,034,380.  Meanwhile,
Charlotte owed $4,683,226 to the Debtors for their share of the
Revenue Split for use of the Charlotte/Douglas International
Airport, for fiscal year ending June 30, 2004.  Charlotte was
contractually obligated to remit the amount to the Debtors by
December 1, 2004, but did not do so.

The Debtors have neither assumed nor rejected their unexpired
non-residential real property leases with Charlotte.  

Charlotte previously asked the Court to lift the automatic stay
to set off the prepetition indebtedness against the Debtors'
share of the Revenue Split.  

Pursuant to a Stipulation, the Debtors consent to the lifting of
the stay to permit Charlotte to effectuate the set-off.   After
giving effect to the setoff, Charlotte will pay the Debtors, in
cash by wire transfer, $1,648,846 for the remaining portion of
their share.  

If the Debtors reject any of their Leases with Charlotte, the
Debtors will:

     a) pay the funds necessary to restore Charlotte to its
        fully secured position as if the Debtors' share had not
        been returned;

     b) consent to Charlotte asserting any rights it may have to
        set off against the funds; and

     c) consent to the allowance of a claim by Charlotte.

The Stipulation constitutes a final determination of the
prepetition indebtedness and final determination of Claim Nos.
1555, 1556, 1557, 1558, 1559, 1560, 1561 and 2614 filed by
Charlotte.  Charlotte waives any and all rights to assert any
further claims relating to the Prepetition Indebtedness owed by
the Debtors to Charlotte pursuant to the Leases, including any
cure arising pursuant to Section 365(b) of the Bankruptcy Code.
Charlotte reserves the right to file claims for rejection damages
arising pursuant to the rejection, if any, of the Leases.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 89; Bankruptcy Creditors' Service, Inc., 215/945-7000)


U.S. ANTIMONY: Delinquencies & Deficits Spur Going Concern Doubt
----------------------------------------------------------------
DeCoria, Maichel & Teague, P.S., in Spokane, Wash., says there's
substantial doubt about United States Antimony Corporation's
ability to continue as a going concern after auditing the
company's financial statements for the year ended December 31,
2004.  The auditing firm points to the Company's negative working
capital balance, accumulated deficit and stockholders' deficit

As of December 31, 2004, the Company is delinquent on the payment
of several current liabilities including payroll and property
taxes of approximately $74,000, accounts payable of approximately
$294,000 and accrued interest payable in the amount of $30,890. In
the absence of payment arrangements, creditors could individually,
or collectively, demand immediate payment and jeopardize the
Company's ability to fund operations and correspondingly damage
its business.  Creditors who are owed taxes have the power to
seize Company assets for payment of amounts past due and close
down United States Antimony's operations.

To fund future needs, the Company may seek to obtain additional
capital from public or private financing transactions, as well as
borrowing and other resources.  The issuance of equity or equity-
related securities to raise additional cash would result in
dilution to its present stockholders.  Further, additional debt
funding or common stock sales may not be available on favorable
terms, if at all.

As of December 31, 2004, Antimony's bank debt, in the amount of
$609,440, is secured by a collateral pledge of substantially all
of its mining equipment as well as its patented and unpatented
mining claims in Sanders County, Montana.  Pursuant to the terms
of convertible and secured convertible notes payable, the Company
owes quarterly interest payments, which if it doesn't, or is
unable to pay, will result in a default on the notes.  The
Company's president, John C. Lawrence, has also guaranteed
repayment of all bank debt and has a secured interest in the
Company's assets as well.  In the event the Company is unable to
pay the bank debt as it matures, there is a risk the bank may
foreclose its security interest and the Company would lose all, or
a portion, of its equipment as well as its patented and unpatented
mining claims.

At December 31, 2004, Company assets totaled $1,106,764, and there
was a stockholders' deficit of $1,021,141.  In addition, at
December 31, 2004, the Company's total current liabilities
exceeded its total current assets by $792,488.  Due to the
Company's operating losses, negative working capital, and
stockholders' deficit, the Company's independent accountants
included a paragraph in Antimony's 2004 financial statements
relating to a going concern uncertainty.  To continue as a going
concern the Company must generate profits from its antimony and
zeolite sales and acquire additional capital resources through the
sale of its securities or from short and long-term debt financing.
Without financing and profitable operations, the Company may not
be able to meet its obligations, fund operations and continue in
existence.  While management is optimistic, there can be no
assurance that the Company will be able to sustain profitable
operations and meet its financial obligations.

United States Antimony Corporation was incorporated in Montana in
January 1970 to mine and produce antimony products. In December
1983, the company suspended antimony mining operations but
continued to produce antimony products from domestic and foreign
sources.  Bear River Zeolite Company was incorporated in 2000, and
it mines and produces zeolite in southeastern Idaho.  The
Company's principal business is the production and sale of
antimony and zeolite products.


USG CORP: Creditors Comm. Wants General Unsecured Claims Paid Now
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of USG Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to
authorize and direct the Debtors to make certain limited payments
on unsecured prepetition claims.

The Debtors' general unsecured creditors, excluding those
represented by the Official Committee of Asbestos Personal Injury
Claimants or the Official Committee of Asbestos Property Damage
Claimants, are comprised of essentially five groups:

   -- bank debt,
   -- senior note debt,
   -- industrial revenue bond debt,
   -- miscellaneous funded debt, and
   -- trade debt

Pursuant to a Five-Year Credit Agreement dated as of June 30,
2000, among USG Corporation, as Borrower, the lender-parties, and
The Chase Manhattan Bank, now known as JPMorgan Chase Bank, N.A.,
as the Administrative Agent, USG is indebted to the Term Lenders
as of the Petition Date in the principal outstanding amount equal
to $268,537,161, plus accrued interest as of the Petition Date
amounting $1,624,710.  Pursuant to the Five-Year Facility, if any
principal of or interest on any loan payable is not paid when
due, that overdue amount bears interest at a 2% rate, plus the
rate otherwise applicable.  In addition, as of the Petition Date,
USG is indebted to certain lenders under a Letter of Credit
Facility in the outstanding face amount equal to $96,359,188,
plus L/C fees and commissions totaling $252,637.

Under a 364-Day Credit Agreement dated as of June 30, 2000, among
USG, as Borrower, the lender-parties, and Chase Bank, as
Administrative Agent, USG is indebted to the Revolving Lenders as
of the Petition Date for $200,000,000, plus accrued interest
aggregating $594,972.  Pursuant to the 364-Day Facility, if any
principal of or interest on any loan payable is not paid when
due, that overdue bears interest at a 2% rate.

Pursuant to an indenture dated October 1, 1986, USG issued
$150 million of 9-1/4% senior notes due on September 15, 2001.  
Pursuant to the Indenture, in August 1995, USG issued
$150 million of 8-1/2% senior notes due August 1, 2005.  USG is
indebted to the holders of Senior Notes as of the Petition Date
for $280,790,000, plus accrued interest as of the Petition Date
amounting to $8,460,578.

Pursuant to various industrial revenue bonds, (i) USG is indebted
to the bondholders as of the Petition Date for $239,400,000, plus
accrued interest totaling $2,936,288, and (ii) U.S. Gypsum Co. is
indebted to the bondholders for $15,740,000, plus accrued
interest equal to $209,548.

Under a Site Improvement Contract dated August 4, 1999, U.S.
Gypsum is indebted to The Port of St. Helens as of the Petition
Date for $962,453, plus accrued interest aggregating $33,376.

Furthermore, as a result of the Bar Date, approximately 4,440
claims alleging liability of approximately $228 million were
filed against the Debtors by general unsecured creditors other
than asbestos-related claimants and holders of Bank and Bond
Debt.  As a result of the claims resolution process, which is
nearly complete, the Trade Debt has or will soon be reduced to
approximately $155 million.

Thus, the Non-Asbestos Unsecured Claims total approximately
$1.271 billion, with only a small fraction of that amount
remaining as disputed.

                 Unsecured Non-asbestos Creditors
                    Should Not Be Made to Wait

Michael R. Lastowski, Esq., at Duane Morris LLP, in Wilmington,
Delaware, reminds the Court that the Debtors, and later the PI
Committee and the Futures Representative, have publicly
maintained that general unsecured creditors in the Debtors'
Chapter 11 cases should be unimpaired, and, as such, paid in
full, in cash, plus postpetition interest.  Yet due to impasses
between the Debtors, on the one hand, and the various asbestos
claimant constituencies on the other hand, over the size of the
asbestos claimants' claim, and which USG entities are liable for
that claim, a consensual plan of reorganization has not yet
surfaced.

While the debate rages on -- already for more than three years --
the non-asbestos general unsecured creditors are held hostage,
receiving no distribution on their claims, with no end in sight.  
Mr. Lastowski asserts that the non-asbestos unsecured creditors,
whose claims are by and large liquidated and undisputed, should
not be forced to wait indefinitely for payment and tolerate the
continued delays while the asbestos claimants and the Debtors
litigate over the distribution of USG's equity.

In addition, Mr. Lastowski points out, the value of the estate to
the other parties-in-interest is diminished with each day as the
interest on the non-asbestos unsecured debt continues to accrue.  
The equities justify making certain interest payments to those
creditors right now, subject to later recharacterization as
payments of principal should the applicable Debtor ultimately be
proven insolvent at the time of plan confirmation.  It is
undisputed, Mr. Lastowski contends, that the Debtors' estates
have sufficient funds available, in cash, to make the interest
payments to the non-asbestos unsecured creditors.

            PI Asbestos Claimants Support the Payments

As previously reported, the PI Committee and the Futures
Representative filed a request to terminate the Debtors'
exclusive periods to file a plan and solicit votes on that plan.  
Together with the Termination Request was a proposed term sheet
for a plan of reorganization, which provides that under the PI
Committee and the Futures Representative's proposed plan, the
Debtors' non-asbestos general unsecured creditors would be paid
in full in cash plus postpetition interest at the contractual
default rate or the federal judgment rate, as applicable.  
Similarly, based on the Debtors' conduct and consistent position
in their bankruptcy cases, any plan they would be contemplating
would certainly provide for recoveries by existing equity, thus
necessitating the same treatment for the general unsecured
creditors.

Although the Court denied the Termination Request, Judge
Fitzgerald acknowledged that the battle lines have been drawn and
that the fight in the Debtors' Chapter 11 cases is between the
asbestos claimants and the equity holders.  Thus, the Debtors and
both the current and future personal injury asbestos claimants
all agree that the Non-asbestos Unsecured Claims should be paid
in full, plus interest.

                       The Limited Payments

The Creditors Committee wants the Debtors to make these payments
outside of a plan of reorganization to non-asbestos unsecured
creditors on their liquidated, undisputed prepetition claims:

   1. payment by June 10, 2005, of all accrued and unpaid
      postpetition interest on USG's bank debt that -- but for
      the Chapter 11 cases -- was due and payable with respect to
      the period from January 1, 2005, through March 31, 2005, at
      the contractual non-default rate of interest under the
      credit facilities -- the interest to be paid on the
      principal balance outstanding as of the Petition Date and
      on all the accrued unpaid interest through December 31,
      2004, plus interest on the June Bank Debt Payment for the
      period from April 1 through June 10, 2005;

   2. payment by June 10, 2005, of all accrued and unpaid
      postpetition interest on the Debtors' senior note and
      industrial revenue bond debt that was due and payable with
      respect to the period from January 1, 2005, through any
      scheduled interest payment date thereafter prior to
      June 10, 2005, at the contractual rate of interest under
      the applicable agreements -- the interest to be paid on the
      principal balance outstanding as of the Petition Date and
      no all the accrued unpaid interest thereon through
      December 31, 2004, plus interest on the June Bond Debt
      Payment for the period from the first applicable due date
      under the bond instrument after January 1 through June 10;

   3. payment on July 31, 2005, of postpetition interest accrued
      from the period January 1, 2005, through June 30, 2005, on
      all other undisputed and liquidated non-asbestos related,
      prepetition unsecured claims as of June 15, 2005, at the
      federal judgment rate of 3.59% in effect on the Petition
      Date -- the interest to be paid on the amount of those
      claims as of the Petition Date plus postpetition interest
      compounded on an annual basis from the Petition Date
      through December 31, 2004;

   4. payment after June 10, 2005, on each interest payment date
      under the applicable credit facility of postpetition simple
      interest due on that date on USG's bank debt at the
      contractual non-default rate of interest under the credit
      facilities, using the 90-day LIBOR Rate as of two days
      prior to the relevant interest period and the applicable
      contractual spreads;

   5. payment after June 10, 2005, on each interest payment date
      under the applicable agreements of postpetition simple
      interest due on that date on the Debtors' senior note,
      industrial revenue bond and miscellaneous funded debt at
      the contractual rate of interest under the applicable
      agreements; and

   6. payment commencing on approximately July 31, 2006, and on
      each future anniversary of postpetition simple interest on
      all other related undisputed non-asbestos, prepetition
      unsecured claims as June 30 of that year at the federal
      judgment rate of 3.59% in effect on the Petition Date,
      calculated from the later of (1) January 1, 2005, and
      (2) the date when that claim becomes entitled to interest
      under applicable law.

The Creditors Committee tells Judge Fitzgerald that those
payments will not constitute a waiver and will be expressly
subject to the rights of any party-in-interest to assert or
dispute any other party's entitlements with respect to
postpetition interest in the Debtors' cases, including the
applicable rate of interest.  Only this course of action will
avoid further delay in payment that prejudices the non-asbestos
unsecured creditors and reduces the recoveries available for all
at the end of the day.

                   Disputed Claims Not Included

The Creditors Committee proposes that no payment or interest
distribution should be made on any claim that is unliquidated or
is disputed by the Debtors.  In the event that any disputed or
unliquidated claims are resolved in the future, those claims will
be entitled to receive, on the next applicable interest payment
date and following resolution of the claim, postpetition interest
as provided for from the later of January 1, 2005, and the date
when those claim becomes entitled to interest under applicable
law.  To the extent appropriate to facilitate an economically
efficient process, the Creditors Committee also proposes that
interest payments be subject to a $100 minimum distribution
amount.  If any payment would be less than $100, that amount
should be added to the next scheduled distribution to the
creditor.

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 85; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: Earns $77 Million of Net Income in First Quarter
----------------------------------------------------------
USG Corporation (NYSE: USG), a leading building products company,
reported record first quarter net sales of $1.17 billion, an
increase of $153 million, or 15 percent, from net sales of
$1.02 billion reported in the first quarter of 2004.  Net earnings
in the first quarter rose $20 million, or 35 percent, to
$77 million versus the $57 million reported in the first quarter
of 2004.  First quarter 2005 diluted earnings per share were
$1.77 compared with $1.33 per share in the same period a year ago.

"USG had another solid performance this quarter," reported USG
Corporation Chairman, President and CEO William C. Foote.  "Net
sales were a record for any first quarter in USG's history.  
Operating margins improved for most businesses, led primarily by
improvements in pricing, though margins remain under pressure from
higher costs."

USG's outlook for the remainder of 2005 is positive.  Commenting
on this outlook, Foote explained, "The strong new housing and
residential repair and remodel markets are expected to keep demand
for USG's gypsum wallboard products high.  However, rising
interest rates and tightening lending standards may bring demand
levels down slightly from last year's levels.  The commercial
construction market, while still soft, is showing some signs of
improvement.  These factors, combined with our continued focus on
margin improvement and select growth opportunities, should produce
strong results in 2005.

                        Core Business Results

North American Gypsum

USG's North American Gypsum business recorded first quarter 2005
net sales of $725 million, an increase of $86 million, or 13
percent, from the first quarter of 2004.  Operating profit
increased by $26 million to $107 million.

United States Gypsum Company realized first quarter 2005 net sales
of $654 million and operating profit of $93 million.  Net sales
increased by $80 million, or 14 percent, and operating profit
improved by 52 percent compared with the first quarter of 2004.  
The higher net sales and operating profit were due primarily to
higher selling prices for Sheetrock(R) brand gypsum wallboard.  
U.S. Gypsum's nationwide average realized price of gypsum
wallboard was $133.73 per thousand square feet during the first
quarter, an increase of $23.40, or 21 percent, compared with
$110.33 per thousand square feet in the first quarter last year.  
First quarter 2005 prices reflect continued strong industry demand
for wallboard and industry capacity utilization rates that
exceeded 90 percent.  The benefits of higher pricing were
partially offset by higher costs, including higher energy and raw
material prices.

U.S. Gypsum's wallboard shipments in the first quarter totaled 2.7
billion square feet during each of the first quarters of 2005 and
2004.  Gypsum wallboard shipments in March were the highest for
any month in U.S. Gypsum's history.  U.S. Gypsum continues to make
investments to meet its customers' needs, satisfy the growing
demand for Sheetrock brand gypsum wallboard and improve its cost
position. The recently announced state-of-the-art modernization of
its Norfolk, Virginia, gypsum wallboard facility will increase
capacity, reduce production costs and improve service to customers
in the Mid-Atlantic market.

U.S. Gypsum also set volume records for shipments of Durock(R)
brand cement board and Fiberock(R) brand gypsum fiber panels, as
they were the highest ever recorded for any first quarter in U.S.
Gypsum's history.

The gypsum division of Canada-based CGC Inc. reported first
quarter 2005 net sales of $75 million and operating profit of $12
million. Net sales increased by $2 million, or 3 percent, versus
the first quarter of 2004 primarily due to the favorable effects
of currency translation and higher selling prices for Sheetrock
brand gypsum wallboard. The slight decline in operating profit to
$12 million from $13 million was largely a result of higher
manufacturing costs.

Worldwide Ceilings

USG's Worldwide Ceilings business reported first quarter net sales
of $170 million, an increase of $4 million, compared with the
first quarter of 2004. Operating profit in the first quarter of
2005 was $12 million, a decline of $3 million, compared with the
same period last year.

USG's domestic ceilings business, USG Interiors, reported net
sales and operating profit of $117 million and $6 million,
respectively. This compared with net sales of $120 million and
operating profit of $12 million in the first quarter of 2004. The
decline in sales was due largely to lower shipments of ceiling
grid and tile. In last year's first quarter, market concerns over
a shortage of steel used to make grid and related increases in
steel costs contributed to unusually strong demand for grid
products. Grid demand in the first quarter of 2005 is more in line
with overall industry opportunity. Higher manufacturing costs,
primarily related to energy and raw materials, for both ceiling
grid and tile also contributed to lower operating profit in the
quarter. These cost pressures were partially offset by
improvements in pricing for both ceiling tile and grid.

USG International reported net sales and operating profit of $51
million and $3 million, respectively, in the first quarter of
2005. This compared with net sales of $46 million and operating
profit of $1 million for the same period a year ago. The profit
improvement was due primarily to increased demand for ceiling
systems and gypsum-related products in Europe and Latin America.
The ceilings division of Canada-based CGC Inc. reported net sales
of $13 million and $3 million in operating profit. Net sales and
operating profit for the same period a year ago were $13 million
and $2 million, respectively.

Building Products Distribution

L&W Supply, USG's building products distribution business,
reported first quarter 2005 net sales of $456 million, up 26
percent, from $362 million in the same period a year ago.
Operating profit for the company rose to $26 million from $14
million in the first quarter of 2004. The improved results reflect
record first quarter shipments for gypsum wallboard and
complementary building products, such as drywall metal, ceiling
products, joint compound and roofing. L&W Supply's gypsum
wallboard shipments were up 7 percent versus the first quarter of
2004. Results also benefited from higher prices for gypsum
wallboard. Gypsum wallboard selling prices were up 19 percent
compared with the same period last year.

Other Consolidated Information

First quarter 2005 selling and administrative expenses totaled $89
million, an increase of $12 million, or 16 percent, year-over-
year. The higher expenses were due to an increased accrual related
to the Bankruptcy Court-approved key employee retention plan,
increased levels of compensation and benefits and higher expenses
associated with various growth initiatives. Selling and
administrative expenses as a percent of net sales were 7.6
percent, compared with 7.5 percent in the comparable 2004 period.

Interest expense of $1 million was recorded in the first quarter
of 2005 and 2004. Under AICPA Statement of Position 90-7,
"Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code," virtually all of USG's outstanding debt is
classified as liabilities subject to compromise, and interest
expense on this debt has not been accrued or recorded since USG's
bankruptcy filing.

USG incurred Chapter 11 reorganization expenses of $1 million in
the first quarter of 2005, down from $2 million in the last year's
first quarter.  For the first quarter of 2005 and 2004,
respectively, these expenses consisted of $6 million and $4
million in legal and financial advisory fees, partially offset by
bankruptcy-related interest income of $5 million and $2 million,
respectively.  Under SOP 90-7, interest income on USG's
bankruptcy-related cash is offset against Chapter 11
reorganization expenses.

As of March 31, 2005, USG had $1.2 billion of cash, cash
equivalents, restricted cash and marketable securities on a
consolidated basis.  This compared with $925 million reported on
March 31, 2004 and $1.25 billion reported on December 31, 2004.
Capital expenditures in the first quarter of 2005 were $33
million, compared with $20 million in the corresponding 2004
period.

                    Chapter 11 Reorganization

USG and 10 of its domestic subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the United States
Bankruptcy Code on June 25, 2001.  This action was taken to
resolve asbestos claims in a fair and equitable manner, protect
the long-term value of the businesses and maintain their market
leadership positions.

On April 11, 2005, the Unsecured Creditors Committee filed a
motion with the bankruptcy court requesting that the Debtors make
interest payments to all non-asbestos unsecured creditors for
interest accrued from January 1, 2005, on liquidated, undisputed
pre-petition claims (including accrued unpaid interest through
December 31, 2004).  If approved, this motion, which is still
before the court, would require the Debtors to make interest
payments of approximately $84 million on an annual basis.

On April 21, 2005, an official committee representing shareholders
of the Corporation was appointed in the Debtors' Chapter 11 cases.  
The Official Committee of Equity Security Holders is composed of
seven USG common stockholders that are among the largest holders
of the Corporation's total equity.  This Committee, along with the
creditors' committees and the legal representative for future
asbestos claimants assigned in the Debtors' cases, will
participate in the resolution of the Debtors' reorganization.

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.


VALOR COMMS: Posts $12.6 Million Net Loss in First Quarter 2005
---------------------------------------------------------------
VALOR Communications Group, Inc. (NYSE: VCG) reported first-
quarter 2005 consolidated operating results.  The highlights
include:

    * Successfully completed IPO and Senior Notes Offering

    * Set record for DSL net subscriber additions, resulting in
      a 211.5% increase over first quarter 2004

    * Increased operating revenues 0.1% to $125.9 million over
      first quarter 2004

    * Generated $29.3 million in Cash Available to Pay Dividends
      on a pro forma basis

    * Expanded Adjusted EBITDA by 2.4% to $68.4 million over first
      quarter 2004

"VALOR recorded solid results in the first quarter and executed
according to plan," said Jack Mueller, VALOR Communications Group
president and chief executive officer.  "We succeeded in
increasing the penetration of higher margin services, leveraged
cross-selling and bundling opportunities, improved operating
efficiencies and provided superior service and customer care.  
This enabled us to meet our internal performance expectations and,
most importantly, to continue to produce strong and stable cash
flows."

"During the quarter, we realized several key accomplishments that
strengthened VALOR as a company," Mr. Mueller added. "We repaid
over $10 million of debt during the quarter from operating cash
flow, and with the reduction of debt from our IPO proceeds we have
positioned the company to continue to generate sufficient cash to
pay dividends and reduce leverage modestly.  We also celebrated
another record quarter for DSL products, resulting in an increase
of 211.5% in subscribers over first quarter 2004.  This success
continues to help increase our average revenue per line and
increase our DSL penetration.  In addition, in New Mexico, VALOR
played an instrumental role in the development and passage of
access reform legislation, which will be revenue neutral to the
company but may position VALOR for additional revenue
opportunities."

                        Indebtedness

During the quarter, VALOR repaid $10.5 million of debt.  
Furthermore, VALOR repaid an additional $10.0 million of debt
under our credit facility earlier this week, which brings the
total amount of optional debt repayments since the beginning of
the year to $20.5 million as of Apr. 27, 2005.  In addition, VALOR
entered into several interest rate protection agreements during
the quarter as required per the terms of our Senior Credit
Agreement.  The execution of these interest rate protection
agreements, along with our existing fixed rate debt, effectively
limits the interest rate exposure on approximately 75% of our
total outstanding debt for the next three years.  The company will
continue to review these agreements on a quarterly basis to
determine their effectiveness and to adjust the interest rate
protection strategy if necessary.

            New Mexico Access Reform Legislation

During the quarter, VALOR was influential in working with New
Mexico regulators to develop access reform legislation.  Under the
provisions of the new law, VALOR's intrastate access rates will be
reduced to VALOR's interstate access rate in effect on January 1,
2006 in a phased implementation during the period April 2006 to
May 2008.  The access revenue reductions will be revenue neutral
to VALOR through a combination of increases in prices charged for
basic local services and payments from a new state universal
service fund.

For the first quarter of 2005, revenues were $125.9 million, an
increase of 0.1% from $125.9 million generated in the first
quarter of 2004.

    * Local Services -- Local service revenue decreased
      $0.1 million, or 0.5%, in the first quarter of 2005 to
      $38.7 million from $38.8 million in the comparable period of
      2004.  The decrease was due principally to the decrease in
      access lines, partially offset by an increase in enhanced
      services revenue from our increased penetration of those
      services.

    * Data Services -- Data services revenues grew $1.6 million,
      or 25.8%, to $7.5 million in the first quarter 2005, from
      $5.9 million in the comparable period in 2004.  The increase
      was largely due to increases in DSL subscribers.  VALOR's
      DSL subscribers increased 211.5% to 31,208 subscribers in
      the first quarter of 2005 from 10,019 subscribers in the
      comparable period of 2004.  VALOR's penetration rate for its
      DSL services, defined as the total number of DSL subscribers
      divided by VALOR's total access lines, was 5.8% and 1.8% at
      March 31, 2005 and 2004, respectively.

    * Long Distance Services -- VALOR's total long distance
      services revenue increased to $10.4 million, compared to
      $8.8 million in the first quarter of 2004 an increase of
      18.3%.  The increase in revenue was due to the overall
      subscriber increase driven mostly by VALOR's bundling         
      strategy.  VALOR's long distance subscribers increased 3% in
      the first quarter of 2005 sequentially and 13% compared to
      the first quarter of 2004.  VALOR's penetration rate for its
      long distance services, defined as the total number of long-
      distance subscribers divided by VALOR's total access lines,
      was 41.5% and 35.4% at March 31, 2005 and 2004,
      respectively.

    * Access Services -- Access services revenues decreased 8.3%
      to $30.3 million in the first quarter of 2005 compared to
      $33.0 million in the first quarter of 2004.  The decrease is
      primarily attributable to lower access line counts, lower
      subscriber line charge rates and lower special access rates.

    * Universal Service Fund -- USF revenues decreased 3.5% to
      $29.0 million in the first quarter of 2005 compared to
      $30.1 million in the first quarter of 2004.  The decrease
      includes $0.5 million attributable to the fact that our
      Federal USF high cost support was reduced effective Jan. 1,
      2005 due to increases in the national average loop cost
      by the FCC.  The balance of the decrease is attributable to
      lower access line counts and the related effect on our
      revenues received from both Federal USF CALLS support and
      the Texas Universal Service Fund.

Consolidated operating income for the first quarter of 2005 was
$37.6 million, a decline of 17.3%, from operating income of
$45.5 million in the first quarter of 2004.  Operating margin for
the first quarter of 2005 was 29.9%, down from 36.2% in the first
quarter of 2004. Included in the first quarter 2005 operating
expenses are $6.4 million of non-cash stock compensation expense
and $1.7 million of compensation expense related to IPO bonuses
paid to our management team that affects comparability to the
prior year's quarter.

VALOR reported a consolidated net loss of $12.6 million for the
first quarter of 2005 as compared to net income of $15.6 million
for the first quarter of 2004.  First quarter 2005 net loss
includes loss on debt extinguishment of $29.3 million, non-cash
stock compensation expense of $6.4 million, compensation expense
of $1.7 million related to IPO bonuses paid to our management
team, and a current income tax benefit of $5.4 million.

VALOR's Adjusted EBITDA for the first quarter of 2005 was
$68.4 million.  This is compared to Adjusted EBITDA for the first
quarter of 2004 of $66.9 million, an increase of 2.4%.

During the quarter, the cash provided by operating activities was
$40.5 million, and Pro Forma Cash Available to Pay Dividends was
$29.3 million.

Access Lines

Access lines declined by 3,335 in the first quarter of 2005 to
537,002. Access line losses in the first quarter were caused
primarily due to:

    * Increased competitive activity in VALOR's largest market
      from the local cable operator, which began offering a
      competitive local phone service in the fourth quarter of
      2004;

    * Competitive activity from wireless carriers.

The company's average monthly revenue per access line for the
first quarter of 2005 was $77.92 compared to $75.31 for the
comparable period of 2004, an increase of 3.5%. The company's
average revenue per access line per month for the first quarter of
2005 increased 2.1% sequentially to $77.92 from $76.31 for the
fourth quarter of 2004 as adjusted for out-of-period revenue
recorded in the fourth quarter.

                        Other Highlights

In February 2005, VALOR completed its initial public offering
issuing shares of its common stock.  In connection with the
initial public offering, VALOR also issued senior notes.  VALOR
used the proceeds from the initial public offering and the
issuance of the senior notes to repay existing indebtedness.  In
March, the underwriters exercised the full over-allotment option
granted to them by the selling stockholders which resulted in them
purchasing an additional 4.4 million shares from the selling
stockholders.  The company received no proceeds from the exercise
of the over-allotment.

Prior to our reorganization, most of the current subsidiaries of
VALOR Communications Group were Limited Liability Companies that
elected to be treated as disregarded entities for federal income
taxes purposes.  As a result, income taxes had a very limited
effect on our financial statements for previous periods.  Upon
completion of our reorganization, VALOR Communications Group will
file a consolidated corporate tax return and be subject to income
taxes at a rate that approximates the statutory federal income tax
rate.  The Company has Net Operating Losses of approximately
$308 million that were contributed by its owners in connection
with the Company's reorganization and other future additional
deductions of approximately $760 million consisting primarily of
unamortized goodwill that we are allowed to deduct for federal
income tax purposes.  These two items will, subject to limitations
under the tax code, serve to reduce our future taxable income.  
The Company has cumulative book-tax differences that will reverse
in the future of approximately $519 million.

With respect to union negotiations, VALOR and the Communications
Workers of America (CWA) have reached a tentative agreement on a
three-year collective bargaining agreement.  The new agreement is
subject to ratification by the CWA membership, and the company
expects the results of the ratification vote in early May.

                 About VALOR Communications Group

VALOR Communications Group (NYSE: VCG) is one of the largest
providers of telecommunications services in rural communities in
the southwestern United States. The company offers a wide range of
telecommunications services to residential, business and
government customers, including: local exchange telephone
services, which covers basic dial-tone service as well as enhanced
services, such as caller identification, voicemail and call
waiting; long distance services; and data services, such as
providing digital subscriber lines. VALOR Communications Group is
headquartered in Irving, Texas. For more information, visit
http://www.VALORtelecom.com/

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Valor Communications Group, Inc., which will
become the new parent company of Valor Telecommunications LLC upon
the successful completion its initial public offering.  The
outlook is negative.


VICAR OPERATING: Moody's Puts Ba3 on Planned $500M Credit Facility
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 to Vicar Operating,
Inc.'s proposed $75 million guaranteed senior secured revolving
credit facility due 2010, and its proposed $425 million guaranteed
senior secured term loan due 2011.  The senior unsecured issuer
rating of Vicar's parent company, VCA Antech, Inc. was upgraded to
B2 from B3.  The remaining ratings of Vicar and VCA Antech, Inc.
were affirmed.  The rating outlook is stable.

The proceeds of the proposed amended and restated credit facility
will be used to refinance $220.3 million outstanding under the
company's existing credit facility and to tender the $170 million
issue of 9.875% senior subordinated notes due 2009.

The purpose of the refinancing is:

   (a) to lower average interest expense;
   (b) to provide financing capacity for potential acquisitions;
   (c) and to extend maturities to 2011.

The ratings affected:

   -- Vicar Operating, Inc.:

      * $75 million guaranteed senior secured revolving credit due
        2010, assigned a Ba3;

      * $425 million guaranteed senior secured term loan due 2011,
        assigned a Ba3;

      * $50 million guaranteed senior secured revolving credit due
        2006, affirmed at Ba3;

      * $223.31 million guaranteed senior secured term loan, due
         2008, affirmed at Ba3;

      * $170 million issue 9.875% guaranteed senior subordinated
        notes due 2009, affirmed at B2.

   -- VCA Antech, Inc.:

      * Senior Implied, affirmed at Ba3;

      * Senior Unsecured Issuer Rating, upgraded to B2 from B3.

The outlook for the ratings is stable.

Upon the completion of the bank refinancing and the successful
tender of the subordinated notes, the ratings of the refinanced
debt will be withdrawn.

The ratings reflect the company's pro forma leverage of:

   (1) 2.8 times debt to last twelve months ended March 31, 2005
       EBITDA (3.8 times as adjusted for leases);

   (2) negative tangible equity due to acquisition-related
       goodwill which represents 67% of total assets;

   (3) the negative impact of recent acquisitions on margins and
       leverage; and

   (4) the challenge of adhering to diverse state regulations
       regarding animal care.

The rating is supported by the company's dominant market share in:

   (1) its diagnostic laboratory services and its animal hospital
       segments;

   (2) its diversified and recurring customer base;

   (3) strong last twelve months EBIT to average total assets of
       about 21%;

   (4) good cash generation at 14.9% free cash flow to total debt;

   (5) adequate liquidity from cash from operations and an undrawn
       revolver to support the company's working capital growth;
       and

   (6) a history of deleveraging after the integration of
       acquisitions.

The stable ratings outlook reflects Moody's expectations that the
company will deleverage upon the full integration of its 2004
acquisition of National PetCare Centers, Inc. and that future
acquisitions will be financed in line with the company's rating
category.

The financial metrics are strong for the rating category.  The
rating could improve if the company can sustain its current level
of free cash flow generation and leverage over the next few
quarters despite acquisitions.

Moody's notes that VCA's recent growth has been in the hospital
segment which has lower gross margins than the laboratory segment
and which has operating leases.  Continued growth in the hospital
segment could lead to lower consolidated margins and higher
leverage.  The potential offset to the margin loss would be
increased sales penetration to acquired hospitals of equipment
sales and laboratory services.

Moody's adjusts the company's long term assets and debt by a
modified present value of the operating lease stream.  Moody's
added $217 million to the company's December 31, 2004 balance
sheet.  Moody's also deducted $14.97 million of lease payments
from operating expenses and added the amount to interest expense.
Excluding operating leases, the company's debt to last twelve
month EBITDA ended March 31, 2005 was 2.8 times versus 3.8 times
as adjusted for leases.

The Ba3 rating on the credit facility reflects the company's
single class of debt, post the contemplated refinancing.  At
closing, the revolver will be undrawn.  The term loan provides for
a delayed draw component of $190 million.  This permits the
drawdown to coincide with the tender offer for the existing
subordinated notes.  The facility also will provide for an
uncommitted incremental term loan in the amount of $75 million for
potential acquisitions.  The term loan is minimally amortizing.
The terms of the facility provide for an annual cash flow sweep of
75% of excess cash flow as defined in the credit agreement.  The
bank covenants are expected to include an initial maximum debt
covenant of 3.5 times and a fixed charge coverage of 1.1 times.

The credit facility is guaranteed by VCA Antech.  The security
will be evidenced by a first priority perfected lien on
substantially all assets of Vicar and any subsidiaries, including
a pledge of 100% of its capital stock.

Vicar and its holding company, VCA Antech, Inc., are based in Los
Angeles, California.  The consolidated company has the largest
network of veterinary hospitals (71% of revenues) and veterinary
laboratories (28% of revenues) in the U.S.  The company also sells
equipment, including ultrasound and digital radiography imaging
equipment, to the veterinary market (1% of revenues).  Revenues
for the year ended December 31, 2004 were approximately $674
million.


VISTEON CORP: Posts $188 Million Net Loss in First Quarter 2005
---------------------------------------------------------------
Visteon Corporation (NYSE: VC) reported first quarter results for
2005 reporting revenue of $5.0 billion, essentially flat year-
over-year.  Non-Ford sales reached $1.7 billion, an increase of 30
percent over first quarter 2004.  Non-Ford revenue for the quarter
represented 35 percent of total revenue, an 8 percentage point
increase from the same period in 2004.

Ford revenue for the quarter was $3.3 billion, down $383 million
versus a year ago.  The decrease was attributable to a 10 percent
reduction in North American production, and price reductions,
partially offset by favorable currency.  The nearly $400 million
increase in non-Ford revenue was attributable to new business and
favorable currency, partially offset by price reductions.

For the first quarter 2005, Visteon reported a net loss of
$188 million, compared to net income of $20 million for the same
period in 2004.  Results for 2005 were adversely impacted by lower
sales to Ford; higher steel, aluminum, copper and resin costs;
price reductions; and increased post retirement benefit costs.  
These adverse factors were partially offset by non-Ford sales
growth, cost efficiencies, and lower labor costs.

For the first quarter 2005, cash flow from operations was
$178 million, a $75 million increase from the same period in 2004.  
Cash payments related to capital expenditures were $127 million
for the quarter, a $69 million decrease from the first quarter
2004, primarily reflecting focused spending on growth product
areas, and reduced spending on facilities consolidation and
information technology.  This was partially offset by spending in
China and Mexico for previously announced new facilities to
support Visteon's growing climate business.

"Focusing our resources on our growth products of interiors,
climate and electronics is strengthening our innovation portfolio
and allowing us to bring new technologies to the market faster,"
said Mike Johnston, president and chief executive officer.  "Our
new business wins remain solid and we are continuing to strengthen
our competitive advantage in our growth products."

As of March 31, 2005, Visteon had $809 million of cash, a
$57 million increase over the 2004 year-end balance.  Total debt
for the company as of March 31, 2005 was $2.0 billion, essentially
unchanged from year-end 2004.  As of March 31, 2005, Visteon was
in compliance with the financial covenants in its existing credit
facilities.  However, due to current market conditions and the
need to complete our strategic and structural discussions with
Ford, there can be no assurance that Visteon will remain in
compliance with such financial covenants in the future.  The
company is actively exploring its financing alternatives absent a
conclusion to the Ford negotiations.  Given current market
conditions, the company's financial performance and its credit
ratings, any alternative would likely require significantly more
restrictive covenants and collateralization.

         Ford Financial Agreement and Ongoing Discussions

On March 10, Visteon entered into financial agreements with Ford
to support the operations that directly serve the automaker.  
Under the financial agreements, Ford agreed to reduced wage
reimbursements from Visteon for hourly Ford-UAW workers assigned
to Visteon facilities, accelerated payment terms to Visteon and to
fund capital expenditures at certain Visteon plants in North
America.  Visteon agreed to, among other things, continue the
uninterrupted supply of certain components to Ford and to comply
with other contractual agreements with Ford and the UAW.  The
agreements may be terminated by either party on or after Jan. 1,
2006.

Visteon has been exploring strategic and structural changes to its
business in the United States that would involve Ford and
Visteon's legacy businesses.  Visteon is seeking a comprehensive
restructuring of its agreements with Ford that could address a
number of items.  The discussions with Ford have been constructive
and are ongoing.  The goal remains to ensure the long-term
competitiveness of Visteon and a continued supply of components to
Ford.

"The complexity of the discussions is reflected in the time we are
taking to ensure we develop a comprehensive solution that is
mutually agreeable," said Mr. Johnston.  "Our work continues on an
identified concept that would achieve the goal from which we
started these discussions."

Because of the uncertainty surrounding future market and economic
conditions, combined with Visteon's ongoing discussions with Ford,
Visteon is not providing specific guidance at this time.

                        About the Company

Visteon Corporation is a leading full-service supplier that
delivers consumer-driven technology solutions to automotive
manufacturers worldwide and through multiple channels within the
global automotive aftermarket.  Visteon has about 70,000 employees
and a global delivery system of more than 200 technical,
manufacturing, sales and service facilities located in 25
countries.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 26, 2005,
Moody's Investors Service has lowered the debt ratings of Visteon
Corporation, Senior Implied to B1 from Ba2, and affirmed the
company's Speculative Grade Liquidity rating at SGL-3.  The long-
term ratings continue under review for possible further downgrade.
The rating actions reflect increasing business and financial risk
at Visteon as a result of lower business volume arising from its
principal North American customer, Ford Motor Company, delays in
reaching a longer term strategic restructuring agreement with
Ford, and continuing concern regarding approaching events which
could affect the company's liquidity profile.  However, the terms
of a long-term agreement with Ford could be beneficial to Visteon.

Visteon and Ford have implemented the terms of a funding
agreement, originally announced on March 10 and effective at least
through the end of 2005, to assist Visteon until a more permanent
restructuring of its business could be achieved.  However, the
specific details of that restructuring have not been agreed.  Ford
has also announced further reductions in its planned production
volumes in North America for 2005.  Consequently, while Visteon
will receive some cash flow support under the funding agreement,
the base line of its earnings and cash flow generation have been
reduced.  Visteon reported cash of $752 million at the end of
2004, but has approximately $250 million in notes maturing in
August and will see its $565 million 364 day revolving credit
facility expire in mid-June.  The rating downgrades reflect:

   (1) the more difficult operating environment facing Visteon,
       particularly in the North American market;

   (2) the expectation of sizable negative free cash flow in the
       absence of a continuation of the funding agreement with
       Ford;

   (3) delays in implementing a necessary restructuring of its
       business; and the upcoming debt and bank facility
       maturities that could further constrain the company's
       liquidity.

Specifically, these ratings were downgraded and remain under
review for possible further downgrade:

   -- Visteon Corporation

      * Senior Implied to B1 from Ba2
      * Senior Unsecured to B1 from Ba2
      * Issuer rating to B1 from Ba2
      * Unsecured shelf to (P)B1 from (P)Ba2
      * Subordinated shelf to (P)B3 from (P)Ba3
      * Preferred shelf to (P)Caa1 from (P)B1

   -- Visteon Capital

      * Preferred shelf to (P)B3 from (P)Ba3

Visteon's Not Prime short-term rating is unchanged.


WESCORP ENERGY: Losses Spur Auditors to Raise Going Concern Doubt
-----------------------------------------------------------------
Wescorp Energy Inc. incurred a loss from operations in 2004 of
$3,326,006.  Total other expenses in 2004 totaled $457,771.  This
caused the Company to show net loss for the 2004 fiscal year of
$3,783,777 (before a foreign currency translation loss of
$378,655).  This follows a net loss of $259,934 in 2003.  The
Company's operating loss for fiscal 2004 consists of general and
administrative costs totaling $3,812,210 as compared to $785,345
for fiscal 2003.  The increase was primarily due to the
integration of Flowstar and Flowray operations, and higher
consulting, legal/accounting and travel costs.  Company management
endeavored to minimize any ongoing administrative costs in the
year.

Up to the second quarter of 2004, Wescorp has been dependent on
investment capital and debt financing from its shareholders as its
primary source of liquidity.  Before 2004, the Company had not
generated any revenue or income from operations.  It had an
accumulated deficit at December 31, 2004 of $10,582,802, primarily
as a result of a loss for the year ended December 31, 2001 of
$4,823,584 (2003 - $6,799,025).  The net loss for fiscal 2004 was
$3,783,777 (2003 - $259,934).  The significant loss from
operations in fiscal 2001 reflects the Company's decision to write
down several of its long-term investments to their estimated
market values, as well as the closure of the foreign operations of
its subsidiary, Cobratech.  During 2004, Wescorp's cash position
decreased to $50,398 from $113,886.

At the end of fiscal 2004, Wescorp had current assets totaling
$1,197,954 compared to $113,886 at the end of fiscal 2003. Its
fixed assets at the end of fiscal 2004 were $105,838 compared to
NIL in 2003, reflecting the acquisition of the Flowstar and
Flowray assets as well as the purchase of computer hardware and
software.  The Company showed investments and deposits totaling
$4,875,818 in 2004 compared to a figure of $2,109,454 for
investments and notes receivable in 2003.  The Company had
$3,204,843 in current liabilities at the end of fiscal 2004
compared to $1,936,412 at the end of fiscal 2003.  It had long
term liabilities of $851,572 at the end of fiscal 2004 compared to
NIL at the end of fiscal 2003.

                        Going Concern Doubt

The Company has incurred an accumulated deficit of approximately
$10,500,000 through December 31, 2004.  The Company has changed
its focus to provide expertise to emerging companies, offering
timely product solutions and strategic investment opportunities in
the oil and gas industries, which will, if successful, mitigate
these factors, which raise substantial doubt about the Company's
ability to continue as a going concern.  After the year-end and
prior to the completion of the Company's Annual Financial Report,
the Company successfully raised approximately $1,600,000 under a
convertible debenture.

However, in its 2004 audit report dated April 14, 2005, to
Wescorp's Board of Directors, the Company's independent auditors,
Williams & Webster, P.S., CPA, of Spokane, Wash., said that
because the Company has incurred an accumulated deficit and had
negative working capital at Dec. 31, 2004, "these factors raise
substantial doubt about the Company's ability to continue as a
going concern."

Since early 2003, Wescorp Energy Inc. has been focused on the oil
and gas industry, supplying and investing in technology, providing
project management, and information solutions that optimize
performance.  Wescorp has the goal of acquiring companies that
provide oil and gas specific technologies and information services
to the petroleum industry.  The Company continues to invest in
businesses that own, or have rights to, technology that have
emerged beyond research and initial development and are
essentially market-ready.


WHEELING-PITTSBURGH: Sues Massey Subsidiary for Breach of Contract
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Feb. 16
and Mar. 8 and 14, 2005, Wheeling-Pittsburgh Steel Corporation
wants to assign a 1993 Coal Supply Agreement with CENTRAL WEST
VIRGINIA ENERGY COMPANY to Severstal North America Inc.  Severstal
has agreed to contribute $140 million over four years to rebuild
WPSC's coke-making facilities located in Follansbee, West
Virginia.  

A low-cost supply of metallurgical coal underpins that deal,
Michael E. Wiles, Esq., at Debevoise & Plimpton LLP, representing
WPCS, explained to the Bankruptcy Court.  CWVEC, represented in
this matter by Benjamin C. Ackerly, Esq., and Jesse N. Silverman,
Esq. at Hunton & Williams LLP, says the proposed assignment is
illegal.  

The Coal Supply Contract calls for CWVEC to deliver metallurgical
coal for around $40 per ton.  Today, the price of metallurgical
coal is north of $100 per ton.  

Taking the continuing dispute to another level, Wheeling-
Pittsburgh Steel Corporation (Nasdaq: WPSC) filed a lawsuit in the
Brooke County, West Virginia Circuit Court against Central West
Virginia Energy Company.  CWVEC is a subsidiary of Massey Energy
Company.  

Seeking recovery of millions of dollars in monetary damages, the
lawsuit charges CWVEC with breaching its long-term coal supply
agreement beginning in late 2003 and continuing to the present,
causing Wheeling- Pittsburgh Steel to purchase coal on the spot
market at significantly higher prices than under its agreement
with CWVEC.

"Massey's flagrant disregard of its long-term coal supply
agreement has caused millions in dollars of damages to Wheeling-
Pittsburgh Steel's business and dramatically increased the cost of
our coke oven repair program," said James G. Bradley, Chairman and
CEO. "A reliable supply of properly blended coal is critical to
our Coke Plant's operations and to the future of this company.
This lawsuit is necessary to enforce a critically important
contract to this company's future, and to protect our 3,400
employees who have sacrificed to rebuild Wheeling-Pittsburgh Steel
into a successful company in a very competitive steel industry."

CWVEC has supplied Wheeling-Pittsburgh Steel with high volatile
metallurgical coal since 1993. In 2002, during Wheeling-Pittsburgh
Steel's bankruptcy process, an amended coal supply agreement was
signed and approved by the bankruptcy court that extended this
requirements contract through 2010. As part of that agreement,
Wheeling-Pittsburgh Steel agreed to pay Massey its pre-petition
receivable of $7.2 million in 60 equal monthly installments, as
well as increase the base price it paid for Massey's coal. If it
had not been assumed, Massey, as an unsecured creditor, would have
received a minimal percentage of this amount.

"Without a highly-reliable supply of properly blended coal, our
coke batteries were not able to provide us with enough coke to
keep our blast furnace operations running at production levels
necessary to service the steel market," Bradley said. "More
importantly, our coke batteries, which are continuous, 24-hour-a-
day, seven-day-a-week operations, were damaged because of Massey's
diversion of Wheeling-Pittsburgh Steel's contracted coal to the
spot market."

"We tried to work with the leadership of Massey Coal to resolve
these issues, but without any success," Bradley noted. "While we
have been reluctant to file this suit, we believe we have a strong
case and are determined to demonstrate Massey unlawfully avoided
its contractual obligations, costing this company millions of
dollars in added expense, millions of dollars in damage to our
coke plant and threatening the future of Wheeling-Pittsburgh
Steel."

CWVEC is a wholly owned subsidiary of Massey Metallurgical Coal,
Inc., and it is in turn a wholly owned subsidiary of Massey
Energy, the nation's largest producer of metallurgical coal.

Wheeling-Pittsburgh Steel Corporation and eight debtor-affiliates
filed for Chapter 11 protection on Nov. 16, 2000 (Bankr. N.D. Ohio
Case No. 00-43394).  WPSC was the nation's seventh largest
integrated steelmaker at the time, reporting $1.3 billion in
assets and liabilities exceeding $1.1 billion.  In September 2002,
Royal Bank of Canada filed an application on behalf of the company
with the Emergency Steel Loan Guarantee Board to obtain a $250
million federal steel loan guarantee.  The application for the
loan guarantee was approved in March 2003.  The Debtors' plan of
reorganization was confirmed on June 18, 2003, and the plan became
effective on August 1, 2003.  Michael E. Wiles, Esq., at Debevoise
& Plimpton LLP, and James M. Lawniczak, Esq., at Calfee, Halter &
Griswold LLP, represent the Debtor.


WINN-DIXIE: Hires Smith Hulsey as Local Florida Counsel
-------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
Middle District of Florida to hire Smith Hulsey & Busey as
co-counsel to assist Skadden, Arps, Slate, Meagher & Flom, nunc
pro tunc March 28, 2005.  

Because of Smith Hulsey's substantial experience, geographical
proximity to the Debtors and the Court, and lower hourly rates,
the Debtors believe that Smith Hulsey will be able to efficiently
and cost effectively render services necessary in their Chapter
11 cases.

The Debtors still require the considerable expertise and
substantial resources of Skadden Arps.  Skadden Arps and Smith
Hulsey will divide tasks and areas of responsibility in a manner
which reflects their abilities, resources and experience, and
which recognizes each firm's proximities to the Debtors, the
Court and parties-in-interest.  Skadden Arps and Smith Hulsey
will coordinate closely to minimize any duplication of efforts.  
The Debtors expect that employing Smith Hulsey as co-counsel with
Skadden Arps will accomplish efficiencies and savings of
professional expense that will far outweigh any incidental
expense resulting from duplication.

The Debtors will compensate Smith Hulsey's professionals pursuant
to these hourly rates:

         Designation               Hourly Rate
         -----------               -----------
         Attorneys                 $165 to $395
         Paralegals                   $130

Smith Hulsey represented Hillandale Farms, Inc., as a reclamation
creditor of the Debtors before the change of venue from New York
to Florida.  The firm has withdrawn as counsel of record for
Hillandale Farms.  Smith Hulsey also has received a written
waiver from Hillandale Farms permitting the firm's retention by
the Debtors.  In the event a dispute arises between the Debtors
and Hillandale Farms regarding Hillandale's reclamation or
unsecured claims, Skadden Arps will act as sole counsel on the
Debtors' behalf.

Wachovia Bank, N.A., one of the Debtors' secured creditors, is a
significant client of Smith Hulsey.  The firm also represents
Wachovia's affiliate, Wachovia Securities LLC.  Wachovia has
provided Smith Hulsey with a written waiver consenting to Smith
Hulsey's representation of the Debtors.  In connection with
Wachovia's waiver, Smith Hulsey has agreed not to represent or
provide legal advice to the Debtors in connection with any
dispute involving Wachovia.

The firm also represents a number of interested parties.  In the
event Smith Hulsey learns of any potential claim that the Debtors
may have against any of the firm's existing clients, Smith Hulsey
will advise the Debtors and, to the extent necessary, seek a
waiver from that client and have Skadden Arps take sole
responsibility to investigate and pursue that claim.

Except as disclosed, Cynthia C. Jackson, Esq., a member of Smith
Hulsey, assures the Court that the firm does not hold or
represent any interest adverse to the Debtors, their creditors or
estates.  Ms. Jackson believes that Smith Hulsey is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food  
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WINN-DIXIE: Creditors Must File Proofs of Claim by August 1
-----------------------------------------------------------
Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that "[t]he court shall fix . . . the time within which
proofs of claim or interest may be filed."  With Winn-Dixie
Stores, Inc., and its debtor-affiliates' filing of their Schedules
of Assets and Liabilities and Statements of Financial Affairs on
April 7, 2005, they are now in a position to provide effective
notice of a bar date for the filing of proofs of claim.

To provide ample time for allowing creditors a reasonable
opportunity to prepare and file proofs of claim, the Debtors ask
the U.S. Bankruptcy Court for the Middle District of Florida to
establish August 1, 2005, at 5:00 p.m. Eastern Time as last day
and time to file proofs of claim.

                   Government Claims Bar Date

The Debtors recognize that, pursuant to Section 502(b)(9) of the
Bankruptcy Code, a claim by a governmental unit may be timely
filed up to 180 days after the Petition Date.  Accordingly, the
Debtors ask the Court to confirm that August 22, 2005, at 5:00
p.m. Eastern Time, is the last day and time by which proofs of
claim may be filed by a governmental unit.

Proofs of claim must be sent either by mail or delivery via hand,
courier or overnight service to:

   Winn-Dixie Claims Center
   c/o Logan & Company, Inc.
   546 Valley Road, Upper Montclair
   New Jersey 07043

The Claims Docketing Center will not accept proofs of claim sent
by facsimile, telecopy, or other electronic means.  Proofs of
claim will be deemed timely filed only if the original is
actually received by the Claims Docketing Center on or before the
Bar Date.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom, in New
York, relates that creditors holding or wishing to assert these
types of claims need not file a proof of claim:

   (a) any person or entity that has already properly filed a
       proof of claim against the Debtors utilizing a claim form
       which substantially conforms to the Proof of Claim or to
       Official Form No. 10;

   (b) any person or entity (i) whose claim is listed on the
       Schedules, (ii) whose claim is not described in the
       Schedules as "disputed," "contingent," or "unliquidated,"
       (iii) who does not dispute the amount or nature of the
       claim as set forth in the Schedules and (iv) who does not
       dispute that the claim is an obligation of the specific
       Debtor against which the claim is listed in the Schedules;

   (c) any person seeking to assert a claim under Section 507(a)
       of the Bankruptcy Code as an administrative expense of the
       Debtors' Chapter 11 cases;

   (d) any person or entity whose claim has been paid by the
       Debtors with the Court's authorization;

   (e) any Debtor having a claim against another Debtor or any
       majority owned non-debtor subsidiary of any of the Debtors
       having a claim against any Debtor;

   (f) any person or entity (other than the indenture trustee)
       seeking to assert a claim for principal and interest due
       on any of the Debtors' 8-7/8% Senior Notes due 2008 (the
       Debtors will rely on the proof of claim filed by the
       indenture trustee);

   (g) any person or entity seeking to assert only stock
       ownership interests (the Debtors will rely on the records
       of the stock transfer agent for evidence of stock
       holdings); and

   (h) any person or entity that holds a claim that has been
       allowed by the Court's order entered on or before the
       General Bar Date.

Furthermore, proofs of claim for any rejection damages arising
during the Debtors' Chapter 11 cases under Sections 365(g) and
502(g) of the Bankruptcy Code must be filed by the later of:

   (a) 30 days after the effective date of rejection of the
       executory contract or unexpired lease as provided by an
       order of the Court or pursuant to a notice under
       procedures approved by the Court; and

   (b) the General Bar Date.  

Proofs of claim for any other claims that arose prior to the
Petition Date with respect to a lease or contract must be filed
by the General Bar Date.

                       Proof of Claim Form

Due to the size and complexity of their Chapter 11 cases, the
Debtors have prepared a proof of claim form tailored to conform
to their bankruptcy cases.  The Debtors ask the Court to approve
their proposed Proof of Claim Form.

If a creditor designates no specific Debtor against which the
claim is asserted, the claim will be deemed asserted against
parent company Winn-Dixie Stores, Inc.  Furthermore, creditors
asserting a claim against more than one of the Debtors are
required to file a separate Proof of Claim against each Debtor.

Each Proof of Claim filed must be signed, include supporting
documentation or an explanation as to why documentation is not
available, be written in the English language, be denominated in
lawful currency of the United States as of the Petition Date, and
conform substantially with the Proof of Claim provided or
Official Form No. 10.

Creditors who fail to file a proof of claim before the Bar Date
will be forever barred, estopped, and enjoined from asserting
their claim against the Debtors.

                     Actual Notice of Bar Date

The Debtors will provide actual notice of the General Bar Date by
mailing a notice, together with a Proof of Claim unless otherwise
indicated, to all creditors and parties-in-interest deemed
appropriate by the Debtors.

Stockholders need not file proofs of equity interest and should
not file proofs of claim to assert their stock ownership
interests in the Debtors.  Stockholders who have actual claims
against the Debtors, or who are alleging damages or asserting
causes of action based on their stock ownership, are required to
file a Proof of Claim by the General Bar Date.  

                  Publication Notice of Bar Date

The Debtors will publish a bar date notice in The Florida Times-
Union and the national edition of The Wall Street Journal no
later than 60 days prior to the General Bar Date.  In addition,
the Debtors propose to publish in newspapers covering certain
principal jurisdictions in which they have conducted business,
including Alabama, Florida, Georgia, Louisiana, Mississippi,
North Carolina, South Carolina, Tennessee and Virginia, and other
relevant newspapers as deemed appropriate by the Debtors.

                        Special Bar Dates

In addition, the Debtors ask the Court, with the consent of the
Creditors Committee, to set special bar dates with respect to:

   (a) creditors whose claims were not previously included in the
       Schedules but are added by amendment, or creditors whose
       claims were previously included in the Schedules but are
       prejudicially changed as to amount, status or designation
       by amendment;

   (b) any subsequently identified potential claimants who may
       not be included in the amendments to the Schedules because
       the Debtors do not believe they owe amounts or otherwise
       have liability to those claimants but as to which the
       Debtors do not desire to risk the argument that any claims
       alleged by those claimants are not barred due to failure
       to give actual notice of a bar date; and

   (c) parties who were initially mailed notice of the Bar Date
       Notice, but as to which a re-mailing or a direct mailing
       is necessary and cannot be accomplished in time to provide
       at least 23 days' notice of the General Bar Date or the
       Government Bar Date.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food  
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WINN-DIXIE: Wants to Sell Three Store Leases to Food Lion
---------------------------------------------------------
Before Winn-Dixie Stores, Inc., and its debtor-affiliates filed
for Chapter 11 cases, the Debtors undertook a comprehensive
analysis of their businesses to determine how best to maximize
value and compete in the marketplace.  The Debtors formulated a
Strategic Plan designed to improve their competitive position.  

The Strategic Plan includes:

   -- an expense reduction plan to reduce $100 million in annual
      expenses; and

   -- a market positioning review through which markets will be
      defined as either core and positioned for future  
      investment and growth, or non-core and evaluated for sale
      or closure.

As part of their Strategic Plan, the Debtors identified 156
stores that they believe should sold, or if they could not be
sold, then closed.  Out of the 156 stores, the Debtors sought to
sell 45 unprofitable stores across 36 core designated market
areas.  The Debtors also targeted 111 stores for sale or closure
in 16 non-core designated market areas.

Since June 2004, the Debtors sold 69 stores.  The remaining
stores to be sold as part of the initial Asset Rationalization
Plan are:

Store No.  Location                     Original Lessor
---------  --------                     ---------------
    954     Midlothian, Virginia         The Village at Waterford
    956     Highland Springs, Virginia   Springer Associates
    967     Quinton, Virginia            The Peebles Company

The Stores are in a non-core designated market area where the
Debtors are 5th in the market share.  The Debtors lease the
Stores.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom, in New
York, relates that the Debtors' continued identification and sale
of unnecessary and unprofitable stores in accordance with the
Asset Rationalization Plan and other expense reduction plans will
enable them to bring substantial money into their estates.

                      Marketing the Stores

To help in marketing the Stores, the Debtors employed The Food
Partners, LLC, The Blackstone Group, L.P., and Excess Space
Retail Services, Inc.

The Stores were marketed through worldwide press releases.  Two
advertisements for the sale of the Stores ran in The Wall Street
Journal.  Furthermore, 225 prospective purchasers were contacted
regarding the sale of the Stores, of which 120 requested further
information.

The marketing and sale efforts culminated in several offers.  
After a review, the Debtors determined that Food Lion, LLC's
offer was the highest and otherwise best offer for the three
Stores.  Food Lion's offer is attractive to the Debtors because
Food Lion is their competitor and occupies the number one market
share position in the area.  The Debtors believe that these facts
demonstrate Food Lion's strong interest in purchasing the Assets
in favorable terms.

                     Asset Purchase Agreement

Pursuant to an Asset Purchase Agreement entered into by the
parties, the Debtors will sell their interests in the three Store
Leases and certain equipment and inventory relating to the Stores
to Food Lion.  

The purchase price for the Property Interests and the Equipment
is $1,000,000.  The Base Purchase Price will be delivered to an
escrow account on the day the inventory is to be counted and then
will be paid upon closing.  

The purchase price for the Inventory is the total inventory price
for each item of inventory and is to be paid at closing after an
inventory count.

Food Lion has made a deposit of 10% of the Base Purchase Price.

On or before the Sale Closing, the Debtors intend to pay all
undisputed amounts owing to the Lessors under the Asset Purchase
Agreement.  To expedite this process, the Debtors have calculated
the Cure Amounts for the Leases.

Accordingly, the Debtors ask the Court to:

   (a) authorize and approve the Sale on the terms and conditions
       of the Asset Purchase Agreement to Food Lion or to a
       party that submits a higher or otherwise better offer for
       the Assets;

   (b) authorize the sale of the Assets and make these
       determinations, among others, with respect to the Sale:

       * that the Sale has been agreed upon, and will be made
         completed, in good faith, for purposes of Section 363(m)
         of the Bankruptcy Code;

       * that the Sale will be made, and the Assets will be
         delivered to Food Lion or to the party submitting the     
         highest or best offer for the Assets, free and clear of
         any liens, claims and encumbrances, except as otherwise
         stated in the Asset Purchase Agreement;

       * that Food Lion or the party submitting the highest
         or best offer for the Assets will receive good, valid
         and marketable title to the Assets; and

       * that the Sale is exempt under Section 1146(c) of the
         Bankruptcy Code from any stamp, transfer, sales,
         recording or similar taxes;

   (c) authorize the assumption and assignment of the Leases to
       Food Lion; and

   (d) approve and fix the Cure Amounts on the Leases.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food  
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


XEROX CORP.: Good Performance Cues S&P to Lift Ratings
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Stamford, Connecticut-based Xerox Corp., and
revised its outlook to positive from stable.  The outlook revision
reflects improvements in Xerox's nonfinancing operating
performance and operating cash flow, despite revenue weakness.
Standard & Poor's also raised its senior unsecured debt rating on
Xerox to 'BB-' from 'B+'.

"The revised senior unsecured rating reflects our expectation that
Xerox's secured debt levels will decline significantly over the
next year, and over the near-to-intermediate term will not
comprise a material portion of the company's capital structure,"
said Standard & Poor's credit analyst Martha Toll-Reed.

As of March 31, 2005, Xerox had total outstanding debt of about
$9.6 billion.

The ratings on Xerox Corp. and its related entities reflect:

    (1) mature and highly competitive industry conditions,

    (2) lack of revenue growth,

    (3) a leveraged financial profile, and

    (5) litigation uncertainties.

These factors partly are offset by the company's good position in
its core document processing business, and improving financial
profile.


* The Altman Group Hires ISS Corp. Governance Expert Reid Pearson
-----------------------------------------------------------------
The Altman Group, Inc., the fastest growing proxy solicitation and
corporate-governance consulting firm in the United States, named
Reid Pearson as a Managing Director.  Mr. Pearson joins The Altman
Group after 10 years at Institutional Shareholder Services (ISS),
a proxy-advisory firm.

Mr. Pearson will counsel clients of The Altman Group on corporate
governance and executive compensation issues and provide Altman
clients with insight and access to large institutional investors.

While at ISS, Mr. Pearson worked in an analysis, client relations
and business development role. Additionally he helped develop
ISS's Voting Guidelines, oversaw the development of the ISS custom
research team and wrote the analysis and vote recommendations for
numerous controversial issues including proxy contests and
mergers.

Mr. Pearson worked with numerous companies seeking ISS input on
compensation-related proposals and also assisted many of the
largest institutional investors with the development and
implementation of internal voting guidelines.

"In today's challenging environment for shareholder support for
management initiatives, we believe that Reid's talent and
expertise will be an invaluable asset to our clients," said Ken
Altman, President of The Altman Group.  "Hiring Reid helps ensure
that we remain the best proxy solicitation/corporate-governance
consulting firm in the country."

The Altman Group recently received recognition in the proxy-
solicitation industry, winning the TOPS Award last year as the
Best Proxy Solicitor in the United States.  The firm has also been
ranked among the elite in the industry for M&A activity, with
recent retentions by Qwest Communications in its pursuit of MCI,
by The Robert Mondavi Corp. for its acquisition by Constellation
Brands and by Mandalay Resort Group for its merger with MGM
Mirage.

                  About The Altman Group, Inc.

The Altman Group, Inc., based in New York City, is the fastest
growing proxy solicitation and corporate governance consulting
firm in the United States.  Founded in 1995 by Ken Altman, the
firm has added over 500 new clients globally in the past 2 years.
This expansion includes the development of a state-of-the-art call
center with the capacity to speak with over 40,000 shareholders a
day.  Its senior executives have over 200 years of proxy
solicitation experience and have worked on over ten thousand
annual meetings, hundreds of mergers, tender and exchange offers,
dozens of proxy fights and over 100 major bankruptcy cases. The
firm was recently presented with the TOPS Award, recognizing it as
the most highly regarded firm in the proxy solicitation industry.


* Carl Marks Consulting & Carl Marks Capital Merge Under One Name
-----------------------------------------------------------------
Carl Marks Consulting Group LLC and Carl Marks Capital Advisors
LLC unveiled a new name -- Carl Marks Advisory Group LLC -- under
which both entities will now operate.

"Our name has changed, but our commitment to helping our clients
achieve their goals has not," said Mark L. Claster, founding
partner of the predecessor Carl Marks Consulting Group and
president of the parent company, Carl Marks & Co.

The former Carl Marks Consulting Group is one of the nation's
leading corporate revitalization consulting firms, providing
operational and financial advisory services to underperforming
middle market companies and their stakeholders.  Its investment
banking affiliate, the former Carl Marks Capital Advisors, also
serves the middle market, providing coordinated investment banking
services focused on helping clients execute merger and acquisition
strategies and raise the necessary capital to address financial
challenges.

"Under one name, we're better positioned to continue achieving our
mission of providing coordinated financial and advisory services
to our clients," said Duff Meyercord, partner of the newly named
firm and of both predecessor companies.

"As we continue to expand our client base, the new name better
reflects the comprehensive services that we collectively provide
to the middle market," Mr. Claster said.

Comprehensive services now provided through Carl Marks Advisory
Group LLC include:

   * Business Assessment         * Mergers & Acquisitions

   * Interim Management &        * Divestitures & Buyouts
     Crisis Management           

   * Revitalization              * Financial Restructuring -
     Consulting                    Strategy & Implementation

   * Restructuring Plan          * Debt and Equity Capital Raising

     Development & Execution

   * Bankruptcy Advisory Services

Carl Marks Advisory Group is headquartered in New York.  Its
parent company, Carl Marks & Co., is a leading merchant bank
founded in New York in 1925.


* Small Mortgage Buyer CBA Commercial Hires Two New Executives
--------------------------------------------------------------
CBA Commercial, LLC, a Stamford, Conn.-based specialty commercial
mortgage finance firm that acquires and securitizes small balance
multi-family, commercial and mixed-use mortgage loans, has
appointed Craig L. Knutson as executive vice president & CIO and
Kent S. Nevins as executive vice president & general counsel.

Mr. Knutson will be responsible for strategic planning, as well as
developing and implementing the information technology platform
for CBA Commercial.  He brings a combination of technology
experience, as well as mortgage, asset-backed, trading,
structuring, investment banking and capital markets backgrounds to
CBA Commercial.  Previously, Mr. Knutson was president and COO for
ARIASYS, Inc. and also spent over 20 years as a finance
professional most notably at Credit Suisse First Boston and Morgan
Stanley & Co.  Mr. Knutson earned an MBA from Harvard Business
School with a concentration in Finance and is a magna cum laude
graduate of Hamilton College.

Before being appointed as CBA Commercial's executive vice
president & general counsel, Mr. Nevins spent over 20 years in
private legal practice representing banks, mortgage lenders,
investment bankers, public and private corporations and developers
in complex real estate and capital markets transactions.  Prior to
joining CBA Commercial, Mr. Nevins was a partner of Pillsbury
Winthrop LLP and its predecessor, Winthrop Stimson Putnam &
Roberts.  Mr. Nevins graduated summa cum laude from Pace
University with a B.B.A. in Finance and graduated magna cum laude
from Pace University Law School.

"Our corporate growth is totally dependent upon the talent of our
staff at CBA Commercial.  I have no doubt that Craig and Kent will
lead us in building a solid foundation of our mortgage finance
services for the small balance commercial market.  We're looking
for the 'best and brightest' to help us along the way, and both of
them are perfect for their roles at CBA Commercial," said William
K. Komperda, chairman & CEO, CBA Commercial, LLC.

CBA Commercial, LLC -- http://www.cbaloans.com/-- is a specialty  
commercial mortgage finance firm that acquires and securitizes
small balance multi-family, commercial and mixed-use mortgage
loans.  CBAC draws on the experience and expertise of its founding
partners, CBA Receivables, LLC, a residential mortgage
securitization firm and Cheslock, Bakker & Associates, LLC, a
leading real estate merchant bank. The principals of CBA
Receivables and Cheslock, Bakker & Associates have been involved
for over 30 years in the development, standardization and
securitization of various types of specialty mortgages and other
innovative financial asset classes.  CBAC has created a
streamlined process for underwriting and securitizing small
balance multi-family, commercial and mixed-use mortgage loans. Its
standardized loan documentation, underwriting guidelines,
appraisal process, environmental risk mitigation techniques, and
compliance and quality control procedures enable CBAC to
efficiently evaluate and fund loans ranging in size from $100,000
to $3,000,000.


* BOOK REVIEW: One Hundred Years of Land Values in Chicago
----------------------------------------------------------
Author:     Homer Hoyt
Publisher:  Beard Books
Softcover:  552 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587980169/internetbankrupt

This book represents the first comprehensive study of land values
in a large city over a long period of time.  The author's goal was
to trace cyclical fluctuations in land values in an American city,
in the expectation of contributing to the policy debate on taxing
real estate investments.  He managed to achieve much more,
however.  Indeed, from the viewpoint of land values, he offers a
fascinating general history of Chicago through the early 1930s.  
He very skillfully interweaves the city's social and economic
history into its land economic history, and interprets the
interrelationships among them.

The book covers the years of 1830-1933, a period of dizzying
growth, during which time Chicago grew from a cluster of a dozen
log huts at the site where the Chicago River meets Lake Michigan,
to a booming city of 211 square miles and a population of almost
3.5 million.  Over those hundred years, ground value grew from a
few thousand dollars to more than $5 billion.  And what a century
it was, a roller coaster of the railroad boom, the Civil War, the
Great Chicago Fire, the first skyscrapers, the first World's Fair,
World War I, and the Great Depression.

The reader is immediately struck by the sheer size of the research
project the author designed and undertook.  He examined thousands
of actual real estates sales and compared them with the appraisals
and opinions of real estate dealers.  He researched and had drawn
103 maps showing land values of specific sections of the city in
various years; the evolution of the railroad; the growth of public
transportations (from horse-car lines and street-car lines to
elevated lines); sewer construction; the distribution of buildings
of various heights; population densities; and residential areas by
predominant ehtnic group, amon others.  There are 103 data tables
as well, including the various buildings in different years,
construction of infrastructure; number and types of registered
vehicles; employment and wages; mortgage rates and amounts;
property sales and rents; and various comparisons with cities of
similar size.

The author defines a real estate cycle as "the composite effect of
the cyclical movements of a series of forces that are to a certain
degree independent and yet which communicate impulses to each
other in a time sequence, so that when the initial or primary
factor appears it tends to set the others in motion in a definite
order."  He found that in Chicago during the period studied, these
forces, in the order in which they appeared, were popular growth;
rent levels and operating costs of existing buildings and new
construction; land values; and subdivision activity.  He divides
these forces into 20 "events," all they way from the first, "gross
rents begin to rise rapidly;" through to the sixth, "volume of
building is stimulated by easy credit;" the eleventh, "lavish
expenditure for public improvements;" the seventeenth, "banks
reverse their boom policy on real estate," leading to stagnation
and foreclosures; the nineteenth, "the wreckage is cleared away;"
and finally, "ready for another boom."

One Hundred Years of Land Values in Chicago is a source of
invaluable data and analysis on the subject of urban land
economics, and is equally fascinating from the standpoint of
American history.
The author notes that "with all its kaleidoscopic neighborhood and
its babble of tongues... with all its rough edges and its
bluntness, Chicago is a city with a unique and magnetic
personality."  And well worth reading about.

                          *********

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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