---

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

            Tuesday, May 3, 2005, Vol. 9, No. 103      

                          Headlines

A.B. DICK: Has Until May 19 to Solicit Acceptances of Plan
A.B. DICK: Committee Doesn't Want Cases Converted to Chapter 7
AAIPHARMA INC: More Bad News & Clear Bankruptcy Warning
ACCLAIM ENTERTAINMENT: Court Approves Trustee's Sale of Assets
ACCLAIM ENTERTAINMENT: Wants Until July 29 to Decide on Leases

ADESA INC: Earns $35 Million of Net Income in First Quarter
ADVANCED ACCESSORY: Poor Performance Prompts S&P to Junk Ratings
ADVOCAT INC: Refinances Bank Debt with New $3.7 Million Facility
AMERICAN INT'L: Waivers Extend Report Filing Deadline Until May 31
APPLICA INC: Posts $23 Million Net Loss in First Quarter 2005

ARDENT HEALTH: Extends 10% Sr. Sub. Debt Tender Offer to May 13
ASHLAND INC: Moody's May Pare Sr. Unsec. Ratings to Ba1 After Sale
ASSET-BACKED FUNDING: Fitch Puts Low-B Ratings on Two Mort. Certs.
ATA AIRLINES: Court Allows Bajaj to Pursue Los Angeles Action
B&A CONSTRUCTION: Committee Hires Smith Gambrell as Counsel

BANC OF AMERICA: Fitch Puts Low-B Ratings on Classes B-4 & B-5
BEACON POWER: Gets $4.4M Equity Funding After NxtPhase Acquisition
BEAR STEARNS: Fitch Rates $6.5 Million Class B-4 at BB
BLACKSHER DEVELOPMENT: Voluntary Chapter 11 Case Summary
BLOCKBUSTER INC: CEO Antioco Expresses Desire to Stay as Executive

BLOCKBUSTER INC: S&P Lowers Corporate Credit Rating to 'BB-'
BORGER ENERGY: S&P Has Negative Outlook on $117MM Sr. Sec. Bonds
CADMUS COMMS: Earns $7.1 Million of Net Income in Third Quarter
CARMIKE CINEMAS: Moody's Rates Planned $455M Sr. Sec. Debt at B1
CASEY TEXAS PROPERTIES: Voluntary Chapter 11 Case Summary

CATHOLIC CHURCH: DuFresne Asks Court to Shelve Portland's Payments
CATHOLIC CHURCH: Motion to Pay Counsel Draws Fire in Portland
CHAPCO CARTON: Section 341(a) Meeting Slated for May 18
CLEARLY CANADIAN: Voluntarily Delists Common Shares from CNQ
COPPER MOUNTAIN: Losses & Deficit Trigger Going Concern Doubt

COVANTA ENERGY: S&P Assigns Low-B Ratings on New Loans
DANNY & JENNIFER STRANGE: Case Summary & 20 Largest Creditors
DATATEC SYSTEMS: Court Approves Asset Sale to Eagle Acquisition
DATATEC SYSTEMS: Creditors Committee Hires Blank Rome as Counsel
DENNY'S CORP: March 30 Balance Sheet Upside-Down by $262.9 Million

DIRECT INSITE: Dec. 31 Balance Sheet Upside Down by $2.5 Million
DT INDUSTRIES: Wants Until July 6 to File a Chapter 11 Plan
EASTMAN KODAK: Moody's Pares Senior Unsec. Credit Rating to Ba2
ENRON CORP: Asks Court to Fix JP Morgan Claim at $232.6 Million
FASTENTECH INC: March 31 Balance Sheet Upside-Down by $35.7 Mil.

FEDERAL-MOGUL: Judge Lyons Releases Mellon Bank from Lawsuit
FEDERAL-MOGUL: Opts Not to Extend $1.4B Exit Financing Commitment
FEM ONE: Losses & Deficit Prompt Going Concern Doubt in Form 10-K
FIRST HORIZON: Fitch Assigns Low-B Ratings on Two Mortgage Certs.
FISHER SCIENTIFIC: Prices 8-1/8% Sr. Subordinated Notes Due 2012

FREMONT HOME: Moody's Puts Ba1 Rating on $12.10M Class M10 Certs.
GENOIL INC: Grants Stock Option Incentives to Directors
GRANDE COMMUNICATIONS: S&P Affirms CLEC's CCC+ Corp. Credit Rating
GSI GROUP: S&P Rates Proposed $125 Mil. Sr. Unsec. Notes at B-
GSMPS MORTGAGE: Moody's Rates Cert. Classes B4 & B5 at Low-B

HOLMES GROUP: S&P Rates Proposed $85 Million Loan Facility at B
KEY ENERGY: Lenders Agree to May 31 Deadline for Tardy Financials
LAC D'AMIANTE: Wants More Time to File Schedules & Statements
LANDIS INC: Voluntary Chapter 11 Case Summary
LEXAM EXPLORATIONS: Dec. 31 Balance Sheet Upside-Down by C$443,602

MAULDIN-DORFMEIER: Taps Walter Law Group as Bankruptcy Counsel
MCI INC: Verizon Submits New $8.4 Billion Bid; Qwest Drops Offer
MEDMIRA INC: Closes $1.4 Million Private Debenture Placement
MERRILL LYNCH: Fitch Puts Low-B Ratings on $1.4MM Private Certs.
MIRANT CORP: Wants to Expand Scope of Blackstone's Services

MOONEY AEROSPACE: Wants Court to Formally Close Chapter 11 Case
NATIONAL ENERGY: Inks Settlement Pact with Hydro-Quebec Entities
NORTEL NETWORKS: Files Form 10-K & Gets New Waiver from EDC
NORTEL NETWORKS: Plans to Close Flextronics Transaction by 2006
OMT INC: Appoints Walter Buller as Chief Financial Officer

OWENS CORNING: Agrees to Increase Capstone Advisory's Fee Cap
PACIFICARE HEALTH: Earns $86 Mil. of Net Income in First Quarter
PARAMOUNT RESOURCES: Reserve Reduction Prompts S&P to Junk Ratings
PAUL ATHAS: Sec. 341 Meeting of Creditors Slated for May 10
PAUL ATHAS: Taps Eric Liepins as Bankruptcy Counsel

PENHALL INT'L: Financial Risks Cue S&P to Revise Outlook to Neg.
PETCO ANIMAL: Delays Form 10-K Filing to Complete Internal Review
PETROQUEST ENERGY: Moody's Junks Planned $150M Senior Unsec. Notes
PETROQUEST ENERGY: S&P Junks Proposed $150 Mil. Sr. Unsec. Notes
PLEJ'S LINEN: Emerges from Bankruptcy with $7.5M Exit Financing

PROPEX FABRICS: Moody's Says Liquidity is Adequate for Next Year
QUIGLEY COMPANY: Files Plan of Reorganization in New York
RCN CORP: Obtains Waiver from Lenders & Filing Form 10-K by Friday
REAL MEX: Extends Exchange Offer for 10% Sr. Sec. Debt to May 10
RICHTREE INC: Has Until June 13 to File Proposal Under BIA

ROBIN MARIE BLASKIS: Case Summary & 40 Largest Unsecured Creditors
ROCK-TENN: Acquiring Paperboard Packaging Business for $540 Mil.
ROUGE INDUSTRIES: Has Until June 16 to File Plan of Reorganization
ROUGE INDUSTRIES: Wants Until July 18 to Remove Civil Actions
SAKS INC: Selling Proffitt's/McRae's to Belk for $622 Million

SAKS INC: Fitch Downgrades $800 Mil. Secured Bank Facility to BB
SANDITEN INVESTMENTS: Bank of Oklahoma Wants Case Dismissed
SCOTT PAPER: Debt Repayment Prompts S&P to Withdraw Ratings
SEMCO ENERGY: Earns $12.5 Million of Net Income in First Quarter
SEMGROUP LP: Buying Koch Materials' US & Mexican Asphalt Business

SEQUOIA MORTGAGE: Fitch Puts Low-B Ratings on B-4 & B-5 Classes
SHADE INC: Case Summary & 18 Largest Unsecured Creditors
SMC HOLDINGS: Black Diamond & GECC Become Majority Shareholders
SMC HOLDINGS: Wants Until May 31 to Make Lease-Related Decisions
SOLECTRON CORP: Restructuring Plan Will Cut 3,500 Jobs

SPIEGEL INC: Court Lifts Stay for BofA to Effect $2 Mil. Set-Off
STONERIDGE INC: Low Earnings Target Cues S&P to Review Ratings
SYRATECH CORP: Has Until June 17 to Make Lease-Related Decisions
SYRATECH CORP: Sells Silvestri Div. to Gift Acquisition for $2.7MM
TECHNEGLAS INC: Withdraws Request to Approve Bid Procedures

TOYS 'R' US: Earns $259 Million of Net Income in Fourth Quarter
TRUMP HOTELS: Amends Plan to Set Effective Date Before May 13
TRUMP HOTELS: Gets Interim OK to Extend Lease Decisions to May 16
UNICAL INT'L: Ch. 7 Trustee Employs Winston & Strawn as Counsel
USG CORP: Wants CCR's $104 Million Claim Disallowed

VENTAS INC: Earns $27.6 Million of Net Income in First Quarter
VESTA INSURANCE: Moody's Reviews Ratings for Possible Downgrade
VOX II: Case Summary & 2 Largest Unsecured Creditors
WCI STEEL: Turns to FTI Consulting for Financial Advice
WELLS FARGO: Fitch Rates Two $358,000 Classes with Low-B Ratings

WERNER HOLDING: S&P Junks Proposed $100 Million Sr. Sec. Loan
YOUNG BROADCASTING: Revises Tender Offer Price for 8-1/2% Sr. Debt

* Large Companies with Insolvent Balance Sheets

                          *********

A.B. DICK: Has Until May 19 to Solicit Acceptances of Plan
----------------------------------------------------------
A.B. Dick Company n/k/a Blake of Chicago Corp. and its debtor-
affiliates sought and obtained an extension of their exclusive
period to solicit acceptances of a chapter 11 Plan of
Reorganization from the U.S. Bankruptcy Court for the District of
Delaware.  The extension runs through May 19, 2005.  

The Official Committee of Unsecured Creditors did not object to
this request.  

AB Dick delivered its Joint Plan with the Court in February this
year.  A hearing will be held tomorrow, May 4, to consider
approval of the Disclosure Statement.

Headquartered in Niles, Illinois, A.B. Dick Company --
http://www.abdick.com/-- is a global supplier to the graphic arts   
and printing industry, manufacturing and marketing equipment and
supplies for the global quick print and small commercial printing
markets.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Del. Case No. 04-12002) on July
13, 2004.  Frederick B. Rosner, Esq., at Jaspan Schlesinger
Hoffman, LLP, and H. Jeffrey Schwartz, Esq., at Benesch,
Friedlander, Coplan & Aronoff, LLP, represent the Debtors in their
restructuring efforts.  Richard J. Mason, Esq., at McGuireWoods,
LLP, represents the Official Committee of Unsecured Creditors.  
When the Debtor filed for protection from its creditors, it listed
over $50 million in estimated assets and over $100 million in
estimated liabilities.  A.B. Dick Company changed its name to
Blake of Chicago, Corp., in Dec. 8, 2004, as required by the terms
of the APA with Presstek.


A.B. DICK: Committee Doesn't Want Cases Converted to Chapter 7
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Blake of Chicago
Corp. fka AB Dick Co. and its debtor-affiliates object to a
creditor's bid to convert the Debtors' chapter 11 proceedings into
chapter 7 liquidation.  

As previously reported, MHR Capital Partners LP asked the U.S.
Bankruptcy Court for the District of Delaware to convert the
cases.  MHR argued that the Debtors are insolvent and are only in
chapter 11 for the benefit of their lawyers, financial advisors
and insiders who are all hoping for the Debtors' Joint Plan of
Liquidation to be confirmed.  

AB Dick delivered its Joint Plan with the Court in February this
year.  A hearing will be held tomorrow, May 4, to consider
approval of the Disclosure Statement.

The Debtors' Plan and Disclosure Statement documents, MHR
complains, don't disclose projected distribution to unsecured
creditors.  The Plan will release the Debtors, the Liquidating
Trusts, the Trustees, the Oversight Committee and current or
former members, employees, officers and other insiders from
postpetition claims.  MHR Capital asserts that because the estates
are diminishing in value, it will be more cost-effective and
efficient to liquidate the assets under chapter 7.

The Committee tells the Court it should reject MHR's pitch to
convert the cases for two reasons:

    i) MHR failed to provide notice to all creditors of the
       hearing to convert the cases as required by Bankruptcy
       Rule 2002(a)(4); and

   ii) MHR doesn't show any cause for a conversion as required
       under 11 U.S.C. Sec. 1112.  

The Committee is currently pursuing an appeal regarding the
Debtors' contract with Mitsubishi Imaging, Inc.  The appeal, the
Committee says, if successful will yield a $2.5 million return to
unsecured creditors.  The Committee doesn't want MHR to jeopardize
that chance.  The Committee doubts that the appeal can be pursued
in a chapter 7 liquidation proceeding.

MHR's concerns, the Committte adds, will be thoroughly addressed
in an Amended Plan that the Committee negotiated with the Debtors.

Headquartered in Niles, Illinois, A.B. Dick Company --  
http://www.abdick.com/-- is a global supplier to the graphic  
arts and printing industry, manufacturing and marketing equipment
and supplies for the global quick print and small commercial
printing markets.  The Company, along with its affiliates, filed
for chapter 11 protection (Bankr. D. Del. Case No. 04-12002) on
July 13, 2004.  Frederick B. Rosner, Esq., at Jaspan Schlesinger  
Hoffman, LLP, and H. Jeffrey Schwartz, Esq., at Benesch,  
Friedlander, Coplan & Aronoff, LLP, represent the Debtors in their
restructuring efforts.  Richard J. Mason, Esq., at McGuireWoods,
LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed over $50 million in estimated assets and over
$100 million in estimated liabilities.  A.B. Dick Company changed
its name to Blake of Chicago, Corp., in Dec. 8, 2004, as required
by the terms of the APA with Presstek.


AAIPHARMA INC: More Bad News & Clear Bankruptcy Warning
-------------------------------------------------------
aaiPharma Inc. delivered its Form 10-K to the Securities and
Exchange Commission last week warning of a highly probable
chapter 11 bankruptcy filing.  The Company's auditors, Ernst &
Young LLP also raised substantial doubt about aaiPharma's ability
to continue as a going concern, citing the Company's significant
working capital deficit and recurring losses from operations.  In
addition, the Company is not in compliance with the covenants
under its loan agreements with banks and other lenders.  

aaiPharma incurred a substantial net loss and loss from operations
in 2004 and for the quarter ended December 31, 2004.  The
Company's results of operations have continued to deteriorate as
customer concerns regarding its financial condition have affected
sales of the Company's pharmaceutical products as well as the
Company's ability to obtain and maintain development services
engagements.

As a result of the Company's substantial and recurring operating
losses, the Company believes that it does not have adequate
sources of liquidity to fund operations in the near term unless
the Company obtains additional sources of liquidity.  The Company
did not make the $10.5 million scheduled interest payment due on
its senior subordinated notes on April 1, 2005.

                        Bankruptcy Warning

"In light of our current financial condition, we believe that our
operations can no longer support our existing debt and that we
must restructure our debt to levels that are more in line with our
operations," the Company stated in its Annual Report.  "Thus, it
is highly likely that we will seek relief under chapter 11 of
Title 11 of the U.S. Code which would substantially dilute and may
eliminate the interests of the holders of our common stock."

Because of the potential for defaults under the Company's senior
credit facilities and the senior subordinated notes at Dec. 31,
2004, all $350.5 million of debt under the Company's senior credit
facilities and the notes was classified as current liabilities on
the Company's consolidated balance sheet at December 31, 2004.

                  Potential Divestiture of Assets

The Company has been exploring a potential sale of some or all of
the assets of its Pharmaceuticals Division, including the
Darvon/Darvocet products, as well as other operating assets.  On
March 31, 2005, the Company entered into an exclusivity agreement
with a potential purchaser of these assets to facilitate continued
due diligence and negotiation over a potential sale.  This written
agreement expired on April 22, 2005, though negotiations continue
with the potential purchaser on an exclusive basis.  The Company
has not yet reached a definitive agreement with the potential
purchaser for the sale of any assets.  

"We have not determined to sell any material assets, and we plan
to continue to operate our Pharmaceuticals Division if we do not
complete a sale of its assets," the Company said.  "Any sale of
some or all of the assets of our Pharmaceuticals Division would
likely occur as part of a bankruptcy proceeding, and thus would be
subject to the approval of the bankruptcy court and may be subject
to the approval of the lenders under our senior credit facilities,
the holders of our notes and our stockholders."

                       Employees Reductions

At Dec. 31, 2004, the Company had 924 full-time equivalent
employees, a material reduction from the approximate 1,300
employees at Dec. 31, 2003.  At March 31, 2005, the Company had
855 full time equivalent employees.  The decline in the number of
employees resulted both from reductions in force and voluntary
attrition of employees who were not replaced.  

"While we believe that our relations with our employees are good,
our uncertain financial condition has resulted in the loss of a
significant number of employees at all levels, including
management," the Company continued.  "None of our employees in the
U.S. are represented by a union.  European laws provide certain
representative rights to our employees in those jurisdictions."

"Our liquidity issues and uncertain financial condition, our
potential bankruptcy filing, our potential sale of material
assets, declines in our stock price, and reductions in force have
also decreased, and may continue to decrease, our ability to
attract and retain employees," the Company said.

At Dec. 31, 2004, aaiPharma's balance sheet showed a $111,890,000
stockholders' deficit, compared to $74,723,000 of positive equity
at Dec. 31, 2003.

                        About the Company  

aaiPharma Inc. -- http://www.aaipharma.com/-- is a science-based    
company with corporate headquarters in Wilmington, North Carolina  
with over 25 years experience in drug development.  The company  
also sells branded pharmaceutical products, including the  
Darvon(R) and Darvocet(R) product lines, primarily in the area of  
pain management.   


ACCLAIM ENTERTAINMENT: Court Approves Trustee's Sale of Assets
--------------------------------------------------------------
As previously reported, Allan B. Mendelsohn, Esq., the Chapter 7
Trustee overseeing the liquidation of Acclaim Entertainment, Inc.,
asked the U.S. Bankruptcy Court for the Eastern District of New
York:

   a) for authority to sell, assume, and assign all of the
      estate's right, title and interest in the Debtor's Assets,
      free and clear of all liens, claims and encumbrances of
      whatever kind or nature; and

   b) to approve the payment of a $10,000 Expense Reimbursement
      to John Taddeo in the event his $200,000 bid for the Assets
      is topped by another competitive bidder at a public auction.

The Assets include the Debtor's trademarks, tradenames and
servicemarks, registrations and pending applications relating to
certain comic book characters and titles and any and all files,
correspondence, invoices, other business records, freelancer
contracts, price lists, customer lists, sales records, sales
correspondence, purchase orders, and sales orders, digital files,
digital media including CDs and tapes, printing files, films
specifically for printing, and any other items relating to the
Comic Book Intellectual Property.

Mr. Mendelsohn and Mr. Taddeo entered into an Asset Purchase
Agreement on March 2, 2005, for the sale of the Assets.  Pursuant
to that contract, Mr. Mendelsohn agreed to assume and assign all
the right, title and interest in the Assets to Mr. Taddeo.

              Bid More than Triples at Auction

At an auction approved by the Bankruptcy Court, Mr. Taddeo
submitted the highest bid for the assets -- a $925,000 bid.  

The Honorable Stan Bernstein of the U.S. Bankruptcy Court for the
Eastern District of New York approved the sale transaction.

Headquartered in Glen Cove, New York, Acclaim Entertainment was a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems.  The Company filed a chapter 7 petition on Sept. 1, 2004
(Bankr. E.D.N.Y. Case No. 04-85595).  Jeff J. Friedman, Esq., at
Katten Muchin Zavis Rosenman represents the Debtor.  Allan B.
Mendelsohn, Esq., serves as the chapter 7 Trustee.  When the
Company filed for bankruptcy, it listed $47,338,000 in total
assets and $145,321,000 in total debts.


ACCLAIM ENTERTAINMENT: Wants Until July 29 to Decide on Leases
--------------------------------------------------------------
Allan B. Mendelsohn, Esq., the Chapter 7 Trustee overseeing the
liquidation of Acclaim Entertainment Inc., asks the U.S.
Bankruptcy Court for the Eastern District of New York to extend
his time to assume, assume and assign, or reject executory
contracts, licenses, license agreements, and unexpired leases to
July 29, 2005.

Many of the video games produced by the Debtor utilized the name,
image and likeness of famous persons such as sports figures.  The
Debtor entered into License Agreements for the use of those names
and likenesses in connection with each video game produced.

The Chapter 7 Trustee believes that there are several hundred
License Agreements to which the Debtor is a party and the Trustee
doesn't want to lose his rights in those contracts.  

The Trustee relates that many video game titles, such as WWF
Wrestling, are quite valuable.  Because the use of each character
in the game requires a valid License Agreement the game becomes
virtually unmarketable without a valid agreement.  

The Chapter 7 Trustee's investigation into the status and value of
these various License Agreements has been hampered by the fact
that the vast majority of the License Agreements, among other
documents, were located in the Law Offices of Fischbach, Perlstein
& Lieberman, LLP, in Los Angeles, California.  Despite the efforts
of the Chapter 7 Trustee, commencing in October 2004, to expedite
shipment of these documents to New York, the documents did not
arrive in New York until April 15, 2005 -- in 188 cartons.

The Chapter 7 Trustee is creating an index identifying the
contents of these 188 boxes of documents.  Once the index is
completed, the Chapter 7 Trustee believes that he will be able to
more expeditiously provide interested parties with the due
diligence they require in order to purchase the estate's rights in
the Debtor's game catalog.  

The Trustee believes that there are other executory contracts to
which the Debtor is a party but he's unable to ascertain the
status or value of those contracts at this time.  

Headquartered in Glen Cove, New York, Acclaim Entertainment Inc.
was a worldwide developer, publisher and mass marketer of software
for use with interactive entertainment game consoles including
those manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems.  The Company filed a chapter 7 petition on Sept. 1, 2004
(Bankr. E.D.N.Y. Case No. 04-85595).  Jeff J. Friedman, Esq., at
Katten Muchin Zavis Rosenman represents the Debtor.  Allan B.
Mendelsohn, Esq., serves as the chapter 7 Trustee.  When the
Company filed for bankruptcy, it listed $47,338,000 in total
assets and $145,321,000 in total debts.


ADESA INC: Earns $35 Million of Net Income in First Quarter
-----------------------------------------------------------
ADESA Inc. (NYSE: KAR) reported its first quarter financial
results for the period ended March 31, 2005.  For the first
quarter 2005, the Company reported net income of $35.0 million or
$0.38 per share, on revenue of $244.0 million.  For the first
quarter of 2004, ADESA reported net income of $33.3 million or
$0.38 per share, on revenue of $247.3 million.  Per share amounts
for the first quarter of 2005 are based upon a weighted average
share count of 91.2 million shares versus 88.6 million shares in
the first quarter of 2004.

First Quarter and Recent Highlights:

   *  Achieved first quarter 2005 operating profit of
      $52.3 million for Auction and Related Services segment and
      $17.0 million for Dealer Financing segment -- AFC;

   *  Strengthened management team via promotions of Brad Todd to
      Chief Operating Officer of ADESA Corporation, LLC (ADESA's
      U.S. used vehicle auction subsidiary) and Paul Lips to
      Senior Vice President of Operations of ADESA Corporation,
      LLC.  Todd will continue to serve as President of AFC;

   *  Continued growth of ADESA's real-time interactive Internet
      bidding system, LiveBlock(TM).  As compared to the first
      quarter of 2004, nearly tripled the number of LiveBlock
      dealers while achieving greater than a five-fold increase in
      number of LiveBlock auctions;

   *  Achieved record first quarter 2005 volume at AFC of 278,977
      loan transactions;

   *  Repurchased approximately 0.3 million shares during the
      first quarter and an additional 1.0 million shares through
      April 26, 2005, for a combined cost of approximately
      $31.1 million;

   *  Declared third consecutive quarterly dividend of $0.075 per
      share.
    
"As demonstrated by our first quarter 2005 performance, ADESA
generated solid growth in earnings despite the constraints in
institutional vehicle supply," said ADESA Chairman, President and
Chief Executive Officer, David Gartzke.  "The recent promotions of
Brad Todd and Paul Lips, in tandem with our continued technology
investments, should further strengthen our competitive position.  
In summary, I'm quite proud of these achievements which are a
testament to the ADESA team's ability to leverage our business
model, control costs and deliver value for both our customers and
shareholders."
    
                 Quarterly Consolidated Results

For the first quarter of 2005, the Company reported revenue of
$244.0 million, as compared with revenue of $247.3 million in the
first quarter of 2004.  The $3.3 million decline in revenue for
the first quarter of 2005 was primarily due to declines in used
vehicles sold and revenue per loan transaction at AFC.  The
decline in revenue was partially offset by increases in the number
of loan transactions processed as well as an increase in revenue
per vehicle sold.

Net income for the current quarter was $35.0 million or $0.38 per
share, as compared with net income of $33.3 million or $0.38 per
share in the first quarter of 2004.  Results for the first quarter
of 2005, which benefited from the company's ability to control
both operating and non-operating costs, included impacts of an
additional 2.6 million weighted average shares outstanding, as
well as pre-tax incremental interest and corporate expenses
totaling $7.0 million, or $4.3 million after-tax.  The incremental
interest and corporate expenses in the first quarter of 2005 were
the result of the Company's June 2004 recapitalization and
additional infrastructure required to operate as an independent
public company.
    
                  Quarterly Segment Results

First quarter 2005 operating profit for the Company's Auction and
Related Services segment increased 17 percent to $52.3 million, as
compared with $44.8 million in the first quarter of 2004.  Due to
favorable Canadian currency translation of $3.1 million (or six
dollars per vehicle sold), the benefits of selective fee increases
and additional revenue related to the Company's online services,
revenue per vehicle sold increased to $418 as compared with
$406 for the same quarter in 2004.

For the first quarter of 2005, the Company's Dealer Financing
segment reported a $17 million operating profit, as compared with
$16.7 million in the first quarter of 2004.  The increase in the
current quarter was primarily due to record first quarter loan
transaction volume of nearly 279,000, which more than offset a
six-dollar decrease in revenue per loan transaction to $104.

                        2005 Outlook

As discussed on the Company's February 2005 conference call, ADESA
continues to expect 2005 income from continuing operations to be
approximately $1.37 to $1.43 per share.  This guidance includes
expected increases in interest expense and corporate expenses
resulting from a full year of ADESA as an independent public
company as well as expected increases in depreciation and
amortization.

ADESA provides earnings guidance on a continuing operations basis
because management believes that this presentation provides useful
information to investors to assist them in evaluating the
Company's results period over period.  As a result, guidance does
not reflect matters classified as discontinued operations.  In
addition, the earnings guidance does not contemplate such future
items as business development activities (including acquisitions),
strategic developments (such as restructurings or dispositions of
assets or investments), significant litigation, and changes in
applicable laws and regulations (including significant accounting
and tax matters).  The timing and amounts of these items are
highly variable, difficult to predict, and of a potential size
that could have a substantial impact on the Company's reported
results for a period.  Prospective quantification of these items
is generally not reasonable.
    
Headquartered in Carmel, Indiana, ADESA, Inc. (NYSE: KAR) --    
http://www.adesainc.com/-- is North America's largest publicly        
traded provider of wholesale vehicle auctions and used vehicle    
dealer floorplan financing.  The Company's operations span North    
America with 53 ADESA used vehicle auction sites, 30 Impact    
salvage vehicle auction sites and 83 AFC loan production offices.     

                         *     *     *

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


ADVANCED ACCESSORY: Poor Performance Prompts S&P to Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Sterling Heights, Michichigan-based Advanced Accessory
Systems LLC (AAS) and its parent, Advanced Accessory Holdings
Corp., (Holdings) to 'CCC+' from 'B'.  The ratings were taken off
CreditWatch, where they were placed with negative implications on
April 13, 2005.  The outlooks are negative.

"We have heightened concerns about the effect on AAS' operating
performance, cash flow generation, and liquidity of difficult
industry conditions in the North American automotive market," said
Standard & Poor's credit analyst Nancy Messer.

AAS had total balance sheet debt of $257 million at Dec. 31, 2004,
including $56 million of senior discount notes issued in 2004 by
Holdings.  The senior discount notes are structurally subordinated
to all of the existing and future debt and obligations of
Holdings' subsidiaries.   Holdings' only principal asset is its
investment in AAS, which does not guarantee the notes.

"The ratings actions reflect the vulnerable position occupied by
AAS, given the company's well-below-average business profile and
very aggressive debt leverage, because of deteriorated industry
conditions for automotive suppliers that began in 2004 and that
are continuing, if not accelerating," Ms. Messer said.  "Operating
results are expected to remain under pressure in the year ahead.
Ratings could be lowered should financial performance remain weak,
liquidity tighten, or debt leverage escalate."


ADVOCAT INC: Refinances Bank Debt with New $3.7 Million Facility
----------------------------------------------------------------
Advocat Inc. (NASDAQ OTC:AVCA) executed an agreement to refinance
debt related to its nursing home property in Hartford, Alabama.

"The new financing agreement provides $3.7 million in financing
with a three-year term," stated William R. Council, III, Chief
Executive Officer of Advocat Inc.  "We are pleased to have reached
this agreement with a major commercial finance company."

The financing will replace bank debt that matured in February 2005
and had been subject to annual maturities.  The new debt bears
interest based on LIBOR plus 4%, and is payable in monthly
installments based on a twenty-five year amortization, with a
final balloon payment in 2008.

                      About the Company

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

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
BDO Seidman LLP raised substantial doubt about Advocat Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2004.

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


AMERICAN INT'L: Waivers Extend Report Filing Deadline Until May 31
------------------------------------------------------------------
American International Group, Inc., obtained waivers from its
lenders under the credit facilities that provide liquidity support
for AIG's guaranteed commercial paper program.  These waivers
provide for an extension of the delivery date of AIG's financial
statements until May 31, 2005.

AIG says it is nearing completion of the extensive internal review
of its books and records conducted in connection with the
preparation of its 2004 Annual Report on Form 10-K.  The findings
of that review, together with the results to date of
investigations conducted by outside counsel at the request of
AIG's Audit Committee and in consultation with AIG's independent
auditors, PricewaterhouseCoopers LLP, have resulted in AIG's
decision to restate its financial statements for the years ended
December 31, 2003, 2002, 2001 and 2000, the quarters ended March
31, June 30 and September 30, 2004 and 2003 and the quarter ended
December 31, 2003.  AIG's prior financial statements for those
periods and its previously announced unaudited financial results
for the year and quarter ended December 31, 2004, should therefore
no longer be relied upon.

AIG currently expects that it will be able to file its Form 10-K
no later than May 31, 2005, which will allow it adequate time to
complete its review and restate its financial statements, and
allow PwC time to complete its audits.

Based on its internal review to date, AIG has determined that
consolidated shareholders' equity at December 31, 2004, would be
reduced by approximately $2.7 billion as a result of the
adjustments for items classified as corrections of accounting
errors totaling approximately $2.0 billion, or as fourth quarter
changes in estimates, including estimates for tax accruals,
deferred acquisition costs, and other contingencies and
allowances, totaling approximately $700 million.  These reductions
would result in a decrease of approximately 3.3 percent in AIG's
unaudited consolidated shareholders' equity of $82.87 billion at
December 31, 2004, which amount was previously announced in AIG's
earnings release dated February 9, 2005.

Separately, the internal review determined that AIG's accounting
for certain derivatives under the Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 133 --
Accounting for Derivatives and Hedging Activities was incorrect
and needs to be adjusted.  The effect of the FAS 133 adjustment
would be to increase consolidated shareholders' equity at
December 31, 2004, by approximately $2.4 billion, although the
change may significantly increase inter-period earnings
volatility, and the effect on consolidated shareholders' equity
will differ from period to period.

The restatement will correct errors in prior accounting for
improper or inappropriate transactions or entries that appear to
have had the purpose of achieving an accounting result that would
enhance measures important to the financial community and that may
have involved documentation that did not accurately reflect the
nature of the arrangements.  In certain instances, these
transactions or entries may also have involved misrepresentations
to members of management, regulators and AIG's independent
auditors.  The adjustments also include transactions or entries
that should be restated as a result of quantitative and
qualitative factors or as a result of errors, some of which had
been previously identified but considered not to be material to
require correction.

                       Material Weaknesses

AIG expects to receive unqualified audit opinions from PwC with
respect to its consolidated financial statements and its internal
control assessment process.  However, as a result of its internal
review, AIG management has identified certain control
deficiencies, including:

     (i) the ability of certain former members of senior
         management to circumvent internal controls over financial
         reporting in certain circumstances,

    (ii) ineffective controls over accounting for certain
         structured transactions and transactions involving
         complex accounting standards and

   (iii) ineffective balance sheet reconciliation processes.

These deficiencies are "material weaknesses" as defined by the
Public Company Accounting Oversight Board's Auditing Standard
No. 2.  Consequently, management has concluded that AIG's internal
control over financial reporting was ineffective as of
December 31, 2004.  Accordingly, PwC will issue an adverse opinion
with respect to AIG's internal control over financial reporting.  
AIG has begun to actively address the control deficiencies
identified by its review.  Management's report on AIG's internal
controls and a summary of AIG's remediation plans will be included
in the Form 10-K.

Martin J. Sullivan, AIG President and Chief Executive Officer,
said: "We are disappointed that we have not yet been able to file
our Form 10-K.  We are working diligently to complete the filing,
at the same time assuring we have accurate financial statements,
rigorous accounting, greater transparency and thorough disclosure.
We know how difficult these past several months have been for
those who put their trust in AIG.

"We now know that there were serious issues with our internal
controls, and that it is necessary for us to address those issues
and strengthen our controls.  We are taking actions that will
enable AIG to reinforce its credibility and the trust and
confidence of our stakeholders.

"Despite the issues that we are currently addressing, AIG remains
one of the world's most financially strong and stable companies.  
I am convinced that this review and the changes we are initiating
throughout the organization will make AIG an even stronger and
better company."

               Details of the Accounting Adjustments
            Expected to be Included in the Restatement

The accounting adjustments, other than the FAS 133 hedge
accounting adjustments, expected to be included in the restated
financial statements relate primarily to the categories described
below.  Many of the adjustments will not affect reported net
income or consolidated shareholders' equity, but rather change
both the consolidated and business segment reporting of premiums,
underwriting results and net investment income before realized
capital gains and losses, as well as other items.  Adjustments
that will affect reported net income and consolidated
shareholders' equity relate to both the timing and recognition of
revenues and expenses.  In addition, some of the adjustments will
affect the comparison of period-to-period results.

                        Risk Transfer

AIG has concluded, based upon its internal review, that there was
insufficient risk transfer to qualify for insurance accounting for
certain transactions where AIG subsidiaries either wrote direct
insurance or assumed or ceded reinsurance.  These transactions
will now be recorded as deposits rather than as premiums and
associated loss reserves.

AIG has concluded, based on documents and information identified
during the course of the internal review, that reinsurance ceded
to Union Excess Reinsurance Company, Ltd., did not result in risk
transfer because of AIG's control over certain transactions
undertaken directly or indirectly with Union Excess, including the
timing and nature of certain commutations.  Recording the cessions
as deposits will reduce reinsurance recoverables, effectively
eliminating the inherent discount recognized in connection with
the loss reserves ceded under the contracts.  It should be noted,
however, that any income earned on the deposit assets in future
periods would increase net investment income in those periods.

In addition, Union Excess will be included in AIG's consolidated
financial statements as a result of certain facts and
circumstances related to the formation of Union Excess, as well as
certain relationships with Starr International Company, Inc., that
were not properly reflected in AIG's books and records, were not
known to all relevant AIG financial reporting personnel and which
AIG now believes were not known to AIG's independent auditors.

Transactions included in the risk transfer category also include
the previously disclosed assumed reinsurance transactions with a
subsidiary of General Re Corporation and reinsurance ceded to
Richmond Insurance Company, Ltd., as well as certain transactions
involving AIG Reinsurance Advisors, Inc., AIG Risk Finance and AIG
Risk Management.

The aggregate cumulative effect of the adjustments arising from
risk transfer matters to consolidated shareholders' equity at
December 31, 2004, is estimated to be a decrease of approximately
$1.2 billion, most of which relates to Union Excess transactions.

                      Asset Realization
          (Other than Deferred Acquisition Costs)

As a result of the internal review, AIG has concluded that
adjustments should be made to the value of certain assets included
in its consolidated balance sheet.  The most significant of these
items are:

Domestic Brokerage Group Issues

A review of allowances for doubtful accounts and other accruals
recorded by certain DBG member companies has led AIG to conclude
that the allowances related to certain premiums receivable,
reinsurance recoverables and other assets were not properly
analyzed in prior periods and the appropriate allowances were not
properly recorded in the consolidated financial statements.  In
addition, various accounts were not properly reconciled.  AIG's
restated consolidated financial statements will reflect the
recording of appropriate allowances for the time periods affected.
The effect of this restatement on consolidated shareholders'
equity at December 31, 2004 will be a decrease of approximately
$300 million.

Other Than Temporary Declines

AIG's investment accounting policies require that an investment
that has been identified as impaired should be written down in the
period in which such impairment is determined, and recorded as
realized capital losses.  AIG has determined that realized capital
losses with respect to certain impaired investments were not
recorded in the appropriate period and the restatement will thus
affect the timing of previously reported realized capital losses,
but will have no effect on consolidated shareholders' equity at
December 31, 2004.

                     Net Investment Income

As a result of the internal review, AIG determined that the
accounting for certain transactions had the effect of improperly
converting capital gains into net investment income and were not
consistent with Generally Accepted Accounting Principles ("GAAP").
The most significant of these transactions are:

Covered Calls

From 2001 through 2003, AIG subsidiaries entered into a series of
transactions with third parties whereby these subsidiaries sold
in-the-money calls, principally on municipal bonds in their
investment portfolios, that had unrealized appreciation associated
with them.  Through a series of forward transactions and swaps
that allowed AIG to reacquire the bonds, AIG recognized net
investment income rather than realized capital gains in the amount
of the unrealized appreciation of the bonds.  The adjustments
required to correct this error will reduce previously reported
amounts of net investment income and correspondingly increase
realized capital gains from these transactions over the three-year
period.  The adjustments will have no effect on consolidated
shareholders' equity at December 31, 2004.

Synthetic Fuel Investment

AIG subsidiaries invest in certain limited liability companies
that invest in synthetic fuel production facilities, which
investments generate income tax credits.  AIG recorded net
investment income or, in some cases, other revenues on a pretax
basis rather than reflect the tax credit as a reduction of income
tax expense, thereby increasing net investment income for AIG's
life insurance and retirement services segment and other revenues
for the financial services segment.  As of the fourth quarter of
2004, AIG changed its method of accounting to present these tax
credits as a component of income taxes.  As a result of the
internal review, AIG has determined that it is necessary to record
these adjustments for the periods prior to the fourth quarter of
2004.  These adjustments will have no effect on consolidated
shareholders' equity at December 31, 2004.

Hedge Fund Accounting

AIG subsidiaries invest in a variety of alternative asset classes,
including hedge fund limited partnerships.  As part of the
underlying partnership agreements, such AIG subsidiaries have the
right to redeem their interests at defined times.  A redemption
allows AIG to record net investment income to the extent there are
gains in the underlying funds at the time.  As a result of its
internal review, AIG has determined that, in certain cases, the
redemptions resulted in inappropriate gain recognition because the
proceeds were immediately reinvested in the funds pursuant to
agreements that obligated AIG subsidiaries to reinvest.  In
certain other cases, AIG subsidiaries advanced the distribution
amount payable to the fund concurrently or prior to receiving the
distribution.  In addition, the cost bases of certain funds may
have been misallocated in determining gains.  AIG's restated
consolidated financial statements will correct these errors.  The
correction will affect consolidated net income in certain periods
but, because the gains were previously reflected in other
comprehensive income, there will be no effect on consolidated
shareholders' equity at December 31, 2004.

Muni Tender Option Bond Program

From 2000 through early 2003, AIG subsidiaries participated in a
program where they sold highly rated municipal bonds at market
value to a third party broker, which in turn sold these securities
to a trust that the broker had established.  The trust issued debt
instruments to third parties to fund the acquisition of the
municipal securities.  AIG did not consolidate the trust.  Based
on the internal review, AIG has now concluded that the trust
should have been consolidated as of December 31, 2002, 2001 and
2000 which, among other things, will require AIG to record the
debt incurred by the trust as of these dates.  Because the trust
was terminated in 2003, there will be no effect on consolidated
shareholders' equity at December 31, 2004.

            Other Items Affecting Net Investment Income

In addition to the matters described above, certain "top level"
accounting entries had the effect of reclassifying capital gains
to net investment income.

                     Other Items Affecting
                 Income Statement Presentation

This category includes transactions and entries that had the
principal effect of improperly recharacterizing underwriting
losses as capital losses.  Although these errors will have no
effect on consolidated shareholders' equity at December 31, 2004,
they will have an effect on underwriting results.  This category
also includes insurance and reinsurance transactions where AIG's
accounting resulted in reporting errors relating to the timing and
classification of income recognition as well as errors relating to
the timing of premium recognition.  The most significant
transaction in this category is:

Capco

AIG has determined that a series of transactions with Capco
Reinsurance Company, Ltd., a Barbados domiciled reinsurer,
involved an improper structure created to recharacterize
underwriting losses relating to auto warranty business as capital
losses.  That structure, which appears not to have been properly
disclosed to AIG's financial personnel or its independent
auditors, consisted primarily of arrangements between subsidiaries
of AIG and Capco that require Capco to be treated as a
consolidated entity in AIG's consolidated balance sheet.  As
previously reported, the result of the adjustment will be to
reverse capital losses for the years 2000 through 2003 and
recognize a corresponding amount of underwriting losses in 2000.

                     "Top Level" Adjustments

Certain accounting entries originated at the parent company level
had the effect of reclassifying realized capital gains to net
investment income as discussed above, as well as adjusting other
segment financial information.  In some cases, expense deferrals
were increased or reserves decreased, both having the effect of
increasing reported earnings.  In other cases, the adjustments
affected revenue and expense recognition between reporting periods
or among business segments.  As part of its internal review, AIG
has analyzed and assessed "top level" journal entries since 2000
and determined that certain entries appear to have been made at
the direction of certain former members of senior management
without appropriate support.  The restatement will reverse all
such unsupported entries, with an aggregate reduction of
approximately $100 million in consolidated shareholders' equity at
December 31, 2004.

                        Other Changes

As part of its internal review, AIG has considered the application
of certain accounting principles to specific businesses and
transactions, and has determined that errors, including
misapplications of GAAP, require that certain changes be made to
its financial statements.  Adjustments will include:

Foreign Currency Translation (FAS 52)

AIG has determined that in certain cases, its application of the
Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 52 - Foreign Currency Translation in its
consolidated financial statements did not comply with the
functional currency determination requirements of the standard. As
a result, AIG will record accounting adjustments to reclassify
currency transaction gains and losses from unrealized translation
adjustments in consolidated shareholders' equity to income.  The
correction will affect consolidated net income in certain periods
but will have no effect on consolidated shareholders' equity at
December 31, 2004 or for prior periods.

Life Settlements

Life settlements are designed to assist life insurance
policyholders to monetize the existing value of life insurance
policies.  AIG has determined that certain aspects of its prior
accounting for this business were incorrect.  The effect of this
correction is currently estimated to be a decrease of
approximately $100 million to consolidated shareholders' equity at
December 31, 2004.  AIG and PwC continue to review, both
internally and with regulatory authorities, the proper GAAP
accounting for this business and further adjustments may be
required.

Deferred Acquisition Costs

The internal review identified the incorrect application of
accounting principles with respect to certain general insurance
DAC.  As a result, AIG has determined that adjustments to reduce
the DAC asset are necessary.  The cumulative effect of these
adjustments will be a reduction of approximately $200 million in
consolidated shareholders' equity at December 31, 2004.

SICO Deferred Compensation

AIG has determined that it is required under GAAP to expense
amounts attributable to deferred compensation granted to certain
AIG employees by SICO, a private holding company that owns
approximately 12 percent of AIG's common stock.  The amount of
deferred compensation granted by SICO has previously been
disclosed in the notes to AIG's consolidated financial statements
but was not included as an expense in the calculation of AIG's
consolidated net income because the amounts had been determined
not to be material to AIG's consolidated results of operations in
any individual period.  Although no restatement would be required
solely for this item, AIG has determined that it will correct this
item in this restatement regardless of materiality.  The expense
related to SICO deferred compensation will be recorded as a charge
to reported earnings in the periods restated, with an offsetting
entry to additional paid-in capital reflecting amounts deemed
contributed by SICO.  Because of the offsetting increase in paid-
in capital, this adjustment will have no effect on consolidated
shareholders' equity at December 31, 2004.

                   Accounting for Derivatives
                   (FAS 133 Hedge Accounting)

AIG and its subsidiaries, including AIG Financial Products Corp.,
engage in hedging activities for their own account, which AIG
believes have been and remain economically effective.  AIG and its
subsidiaries enter into derivative contracts principally to hedge
interest rate risk and foreign currency risk associated with the
future cash flows of their assets and liabilities. Such derivative
transactions include interest rates swaps, cross currency swaps
and forwards, and are generally executed by AIG Financial Products
Corp. FAS 133 requires that derivatives used for hedging must be
specifically matched with the underlying exposures and documented
contemporaneously to qualify for hedge accounting treatment. The
internal review determined that AIG did not meet these
requirements with respect to these derivatives.

AIG has historically reported the changes in the fair value of
certain derivatives used for hedging activities through other
comprehensive income in consolidated shareholders' equity or in
net income with a corresponding adjustment to the hedged item,
depending on the nature of the hedge relationship.  In order to
comply with FAS 133, AIG will restate to include the changes in
fair value for certain derivatives previously recorded through
other comprehensive income in current period income and by
reversing into net income the fair value adjustments on certain
assets and liabilities.  The aggregate cumulative effect of these
adjustments will be an increase of approximately $2.4 billion to
consolidated shareholders' equity at December 31, 2004.  This
restatement does not result in any changes in AIG's liquidity or
its overall financial condition even though inter-period
volatility of earnings will increase significantly. AIG is
assessing the cost and benefits of modifying its hedging strategy
to obtain hedge accounting under the requirements of FAS 133, and
will decide on the future approach no later than the third quarter
of 2005.

          Governmental and Regulatory Investigations

AIG continues to cooperate with all governmental and regulatory
investigations and is in frequent contact with its primary
regulators.

American International Group, Inc., is the world's leading
international insurance and financial services organization, with
operations in more than 130 countries and jurisdictions.  AIG
member companies serve commercial, institutional and individual
customers through the most extensive worldwide property-casualty
and life insurance networks of any insurer.  In the United States,
AIG companies are the largest underwriters of commercial and
industrial insurance and AIG American General is a top-ranked life
insurer.  AIG's global businesses also include retirement
services, financial services and asset management.  AIG's
financial services businesses include aircraft leasing, financial
products, trading and market making.  AIG's growing global
consumer finance business is led in the United States by American
General Finance.  AIG also has one of the largest U.S. retirement
services businesses through AIG SunAmerica and AIG VALIC, and is a
leader in asset management for the individual and institutional
markets, with specialized investment management capabilities in
equities, fixed income, alternative investments and real estate.  
AIG's common stock is listed in the U.S. on the New York Stock
Exchange and ArcaEx, as well as the stock exchanges in London,
Paris, Switzerland and Tokyo.


APPLICA INC: Posts $23 Million Net Loss in First Quarter 2005
-------------------------------------------------------------
Applica Incorporated (NYSE: APN) reported that first-quarter sales
for 2005 were $112.5 million, a decrease of 12.5% from sales of
$128.5 million in the same period in 2004.  As previously
announced, Applica initiated a product and customer profitability
review that resulted in an expected decrease in sales in the first
quarter.  Additionally, the sales of both the Hong Kong-based
manufacturing operations in July 2004 and the Jerdon division in
October 2004 contributed to lower sales.

Applica's gross profit margin decreased to 16.7% in the three-
month period ended March 31, 2005 as compared to 26.1% for the
same period in 2004.  Gross margins in the first quarter were
negatively impacted by:

   -- inventory write-downs of $9.4 million related to lower-than-
      anticipated consumer demand of certain products, primarily
      related to our ultrasonic stain removal appliance;

   -- higher product warranty returns and related expenses of
      $3.3 million; and

   -- a loss of $2.1 million in the Mexico manufacturing
      operations.

These were partially offset by an improving product mix.

Applica reported a net loss for the first quarter of 2005 of
$23 million, compared to a net loss of $4.5 million for the 2004
first quarter.

Harry D. Schulman, President and Chief Executive Officer, stated,
"We previously announced that we would report a larger net loss
than anticipated in the first quarter.  The loss was primarily the
result of inventory write- downs, the majority of which were
related to our ultrasonic stain removal appliance.  The decisions
we made in the first quarter will allow our product managers to
focus on, and accelerate the introduction of, the next generation
of this product."

Mr. Schulman further stated, "Despite the loss in the quarter, to
date, we have paid down approximately $26 million of debt since
year-end and we currently have availability under our bank
revolver of approximately $38 million."

Applica has made a policy change with regard to providing future
earnings guidance.  Starting this quarter and in the future,
Applica will no longer provide quarterly or annual earnings
guidance.  Further, Applica will not update its outlook for full-
year earnings expectations for 2005 as the year progresses.

"Due to the difficulty in predicting the impact of transition and
other issues on our Company, we will no longer be providing
guidance," stated Mr. Schulman.  "In our quarterly calls, we will
continue to provide investors with our perspective on trends in
the industry and our operations, our strategic initiatives and
those factors critical to understanding our business and operating
environment."

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

                        *     *     *

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

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

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


ARDENT HEALTH: Extends 10% Sr. Sub. Debt Tender Offer to May 13
---------------------------------------------------------------
Ardent Health Services LLC extends the expiration date for the
previously announced cash tender offer and consent solicitation by
its subsidiary, Ardent Health Services, Inc., for its outstanding
10% Senior Subordinated Notes due 2013 from 5:00 p.m., New York
City time, on May 13, 2005 to 5:00 p.m., New York City time, on
May 30, 2005.  The company has received tenders and consents from
holders of $224.97 million in aggregate principal amount of the
Notes, representing approximately 99.99% of the outstanding Notes.

The price determination date will be 2:00 p.m., New York City
time, 10 business days prior to the Expiration Date.  The
completion of the tender offer and consent solicitation is subject
to the satisfaction or waiver by the company of a number of
conditions, as described in the Offer to Purchase and Consent
Solicitation Statement dated April 15, 2005.  Holders who validly
tender their Notes and which Notes are accepted for purchase are
expected to receive payment on or promptly after the date on which
the company satisfies or waives the conditions of the tender offer
and consent solicitation.

Requests for documents relating to the tender offer and consent
solicitation may be directed to Global Bondholder Services
Corporation, the depositary and information agent for the tender
offer and consent solicitation, at (212) 430-3774 (collect) or
(866) 389-1500 (U.S. toll-free).  Additional information
concerning the tender offer and consent solicitation may be
obtained by contacting Banc of America Securities LLC, the dealer
manager and solicitation agent for the tender offer and consent
solicitation at (704) 388-9217 (collect) or (888) 292-0070 (U.S.
toll-free).

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to
any securities.  The tender offer and consent solicitation are
being made solely by the Offer to Purchase.

                        About the Company

Ardent Health Services is a provider of health care services to
communities throughout the United States.  Ardent currently owns
34 hospitals in 13 states, providing a full range of
medical/surgical, psychiatric and substance abuse services to
patients ranging from children to adults.

                        *     *     *

As reported in the Troubled Company Reporter on March 15, 2005,
Moody's Investors Service affirmed the ratings of Ardent Health
Services and changed the outlook to developing.  This action
follows Ardent's announcement that it has entered into a
definitive agreement to sell its behavioral health division,
consisting of 20 behavioral hospitals, to Psychiatric Solutions,
Inc., in a transaction valued at $560 million.

These ratings were affirmed:

   * $150 Million Senior Secured Revolving Credit Facility due
     2008, B1

   * $300 Million Term Loan B due 2011, rated B1

   * $225 Million Senior Subordinated Notes due 2013, rated B3

   * Senior implied rating, rated B1

   * Senior Unsecured Issuer Rating, rated, B2


ASHLAND INC: Moody's May Pare Sr. Unsec. Ratings to Ba1 After Sale
------------------------------------------------------------------
Moody's Investors Services commented that the senior unsecured
ratings of Ashland Inc. would likely be lowered to Ba1 following
the completion of the sale of its 38% equity interest in Marathon
Ashland Petroleum LLC to Marathon Oil Corporation.  Moody's also
noted that Ashland's Baa2 ratings will remain under review for
possible downgrade until the completion of the tender offer.  The
remaining stub bonds, if any, would be lowered to Ba1 at that time
and the commercial paper rating would be lowered to Not-Prime.  If
the MAP transaction does not occur, Ashland's Baa2 and P-3 ratings
would likely be confirmed.

Ratings remaining under review for possible downgrade:

   -- Ashland Inc.

      * Issuer rating - Baa2
      * Senior unsecured notes and debentures - Baa2
      * Industrial revenue bonds supported by Ashland - Baa2
      * Shelf registration for senior unsecured debt - (P)Baa2
      * subordinated debt - (P)Baa3; preferred stock - (P)Ba1
      * Rating for commercial paper - Prime-3

Ashland plans to use a substantial portion of the $3.4 billion
in proceeds ($2.8 billion from the transaction and at least
$560 million of deferred distributions) to retire the vast
majority of its debt and a portion of its other financial
obligations, including operating leases and pensions.  After
completion of the tender offer and payment of other obligations,
the company expects that it will have over $1.1 billion in cash on
its balance sheet.  Moody's review will continue until the tender
offer for Ashland's existing bonds has been completed.

Moody's potential downgrade to Ba1 would reflect the temporary
nature of the company's large cash balance in light of
management's intent to re-lever the balance sheet over time to a
30% debt to capital or 2-3 times debt to EBITDA level.   
Furthermore, the company's wholly-owned businesses (excluding its
interest in MAP) continues to generate weak operating margins, and
despite some modest improvement, have not demonstrated the ability
to generate meaningful levels of free cash flow.  The combination
of these issues would likely prevent Moody's from assigning an
investment grade rating to the company's debt, subsequent to the
MAP transaction.

Over the past two years, Ashland has been working to improve the
performance of its wholly owned businesses.  The profitability of
its Distribution and Specialty Chemical segments has increased
significantly, but they remain below industry medians for this
point in the cycle, in Moody's opinion.  Additionally, improving
the profitability of the paving and construction business has been
an ongoing challenge due to adverse weather conditions and
elevated fuel, concrete and asphalt costs.  Finally, Valvoline has
continued to be a solid contributor to earnings, but the high
level of Ashland's corporate expenses has offset the financial
benefit from this business.  On a consolidated LTM basis, the
company's operating income margins are roughly 2% and have been
below 3.5% for the past three years.  Moreover, the company's
cumulative free cash flow over the past three years, excluding the
after-tax value of MAP dividends and certain one-time items, has
been negative by over $400 million.

Despite the superior liquidity that would be provided by the
company's expected large cash balance, subsequent to the MAP
transaction, Moody's would not consider the assignment of an
investment grade rating on the company's debt unless, there were a
meaningful change to the company financial philosophy (i.e., a
material change to the amount of debt to be incurred prior to the
improvement of financial performance) or the company's operating
margins would rise above 4-5% for a sustained period and it would
be able to demonstrate meaningful free cash flow generation of
$100-150 million per year.

Yesterday, Marathon Oil Corporation and Ashland Inc. announced
changes to the terms of their proposed transfer of Ashland's 38%
minority interest in MAP and two other businesses (the maleic
anhydride business and 61 Valvoline Instant Oil Change centers) to
Marathon.  The revised terms include a $100 million increase in
the proceeds paid to Ashland, now $2.8 billion in cash and
accounts receivables, and a $600 million increase in the value of
Marathon common stock distributed to Ashland's shareholders, now
$915 million.  In addition upon closing, Ashland would receive its
share of deferred distributions from MAP, $560 million, as of
March 31, 2005.  The revised transaction will result in some
Section 355(e) taxes liability; however, Marathon has agreed to
pay the initial $200 million of taxes and half of any amounts over
$375 million.  Ashland will only be required to pay taxes if its
share price at closing exceed $74.50 per share.  The transaction
is expected to close by June 30, 2005, with a termination date of
September 30, 2005, subject to, among other things, approval by
Ashland's shareholders, consent from its public debtholders,
regulatory review, and including finalization of the closing
agreement with the IRS.

Ashland Inc., headquartered in Covington, Kentucky, owns a 38%
equity interest in Marathon Ashland Petroleum.  Ashland through
its four wholly owned businesses is a leading North American
distributor of chemicals and plastics; one of the largest
transportation construction contractors in the United States; a
global supplier of specialty chemicals; and a leading marketer,
distributor and producer of branded automotive and industrial
products and services.  Ashland reported sales of $8.8 billion on
an LTM basis ended March 31, 2005.


ASSET-BACKED FUNDING: Fitch Puts Low-B Ratings on Two Mort. Certs.
------------------------------------------------------------------
Fitch has rated the Asset-Backed Funding Corporation asset-backed
certificates, series 2005-WF1, mortgage pass-through certificates:

      -- $974.9 million classes A-1, A-2A, A-2B, A-2C, R-1, and
         R-2 'AAA';
      -- $54.4 million class M-1 'AA+';
      -- $34.3 million class M-2 'AA';
      -- $16.5 million class M-3 'AA-';
      -- $11.8 million class M-4 'A+';
      -- $11.8 million class M-5 'A';
      -- $12.4 million class M-6 'A-';
      -- $11.8 million class M-7 'A-';
      -- $10.0 million class M-8 'BBB+';
      -- $11.8 million class M-9 'BBB';
      -- $8.9 million class M-10 'BBB-';
      -- $4.7 million class B-1 'BB+';
      -- $5.3 million class B-2 'BB'.

The 'AAA' rating on the senior certificates reflects the 17.50%
total credit enhancement provided by:


            * the 4.60% class M-1,
            * the 2.90% class M-2,
            * the 1.40% class M-3,
            * the 1.00% class M-4,
            * the 1.00% class M-5,
            * the 1.05% class M-6,
            * the 1.00% class M-7,
            * the 0.85% class M-8,
            * the 1.00% class M-9,
            * the 0.75% class M-10,
            * the 0.40% privately offered B-1,
            * the 0.45% privately offered B-2,
            * the 0.60% unrated privately offered B-3, and
            * the 0.50% initial overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans and the integrity of the transaction's legal structure,
as well as the capabilities of Wells Fargo Bank, N.A., as
servicer, rated RMS1 by Fitch.  The credit risk manager is The
Murrayhill Company and Deutsche Bank National Trust Company is the
trustee.

The certificates are supported by two collateral groups.  The
mortgage loans consist of first lien adjustable-rate and fixed-
rate loans with principal balances that conform to Freddie Mac
guidelines.  The mortgage balance as of the cut-off date was
$1,181,727,634.  Approximately 26.79% of the mortgage loans are
fixed-rate mortgage loans, and 73.21% are adjustable-rate mortgage
loans.  The weighted average loan rate is approximately 6.675%.
The weighted average remaining term to maturity is 346 months.  
The average principal balance of the loans is approximately   
$158,366.  The weighted average original loan-to-value ratio is
78.95%.  The properties are primarily located in:

            * California (13.90%),
            * Maryland (9.43%), and
            * New Jersey (9.18%).

Wells Fargo Home Mortgage, Inc., has acquired loan-level primary
mortgage insurance policies for approximately 42.82% of the
mortgage loans, representing approximately 100.00% of the mortgage
loans that had loan-to-value ratios at origination in excess of
80%.

All of the mortgage loans were purchased by Asset-Backed Funding
Corporation, acting as the depositor, from Bank of America,
National Association.

The trust fund will make elections to treat some of its assets as
one or more real estate mortgage investment conduits for federal
income tax purposes.


ATA AIRLINES: Court Allows Bajaj to Pursue Los Angeles Action
-------------------------------------------------------------
In a Court-approved stipulation, ATA Airlines, Inc., and its
debtor-affiliates agree to allow Parminder Bajaj to pursue his
lawsuit against ATA Holdings Corp. in the Los Angeles Superior
Court.

The Los Angeles Action has been stayed on the Petition Date.  The
Debtors agree to the modification of the automatic stay to allow
Mr. Bajaj to prosecute the Los Angeles Action and recover from
applicable insurance proceeds.  The Debtors maintain a policy with
Hartford Insurance, Policy No. 83 UENRF3511, issued to ATA
Holdings for the period August 15, 2003, to August 15, 2004, with
limits of $1,000,000.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


B&A CONSTRUCTION: Committee Hires Smith Gambrell as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in B&A Construction
Co., Inc.'s chapter 11 case, sought and obtained permission from
the U.S. Bankruptcy Court for the Northern District of Georgia,
Gainesville Division, to employ Smith, Gambrell & Russell LLP as
its bankruptcy counsel.

Smith Gambrell will:

   a. advise the committee as to its rights and duties;

   b. prepare any necessary motions, objections, applications,  
      complaints, answers, orders, reports, notices, or other   
      legal documents;

   c. investigate the actions of the debtor and assets and
      liabilities of the estate;

   d. advise the committee in connection with the formulation of a
      plan of reorganization or liquidation;

   e. consult with the Debtor, the United States Trustee, and
      other parties concerning administration of the case.

   f. represent the committee at hearings and other Court
      appearances which may be necessary during the proceedings;
      and

   g. perform such other services as are in the best interest of
      the unsecured creditors.

The principal professionals expected to represent the Committee in
the bankruptcy proceedings and their current hourly rates are:

       Professional                          Hourly Rate
       ------------                          -----------
       Laura E. Woodson, Esq.                    $310
       Jason L. Pettie, Esq.                     $180
       Virginia Smithson (paralegal)             $160

To the best of the Committee's knowledge, Smith Gambrell is
"disinterested" as the term is defined in Section 101(14) of the
Bankruptcy Code.  The firm currently performs services for Branch
Bank & trust, a secured creditor in this chapter 11 case, on
various bond matters unrelated to Branch Bank & Trust's secured
position in the Debtors bankruptcy proceedings.         

Headquartered in Gainesville, Georgia, B&A Construction Co., Inc.,
is a commercial, highway and residential grading contractor.  The
Company filed for chapter 11 protection on Feb. 18, 2005 (Bankr.
N.D. Ga. Case No. 05-20421).  J. Robert Williamson, Esq., at
Scroggins and Williamson represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it estimated assets and debts between $10 million
to $50 million.


BANC OF AMERICA: Fitch Puts Low-B Ratings on Classes B-4 & B-5
--------------------------------------------------------------
Banc of America Alternative Loan Trust 2005-4 mortgage pass-
through certificates are rated by Fitch Ratings:

      -- $342,104,480 classes CB-1 through CB-13, 2-A-1, 3-A-1,
         15-IO, CB-IO, and A-PO, 'AAA';

      -- $100 class CB-R 'AAA';

      -- $6,415,000 class B-1, 'AA';

      -- $2,673,000 class B-2, 'A';

      -- $1,960,000 class B-3, 'BBB';

      -- $1,247,000 class B-4, 'BB';

      -- $713,000 class B-5, 'B'.

The 'AAA' ratings on the senior certificates reflect the 4.00%
subordination provided by the:

            * 1.80% class B-1,
            * 0.75% class B-2,
            * 0.55% class B-3,
            * 0.35% privately offered class B-4,
            * 0.20% privately offered class B-5 and
            * 0.35% privately offered class B-6.

Classes B-1, B-2, B-3, and the privately offered classes B-4 and
B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B', respectively, based
on their respective subordination.  Class B-6 is not rated by
Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by three pools of mortgage loans. Loan
groups 1, 2, and 3 are cross-collateralized and supported by the
B-1 through B-6 subordinate certificates.

Approximately 29.51%, 37.31%, and 29.19% of the mortgage loans in
groups 1, 2, and 3, respectively, were underwritten using Bank of
America's 'Alternative A' guidelines.  These guidelines are less
stringent than Bank of America's general underwriting guidelines
and could include limited documentation or higher maximum loan-to-
value ratios.  Mortgage loans underwritten to 'Alternative A'
guidelines could experience higher rates of default and losses
than loans underwritten using Bank of America's general
underwriting guidelines.

Loan groups 1, 2, and 3 in the aggregate consist of 2,418 recently
originated, conventional, fixed-rate, fully amortizing, first
lien, one- to four-family residential mortgage loans with original
terms to stated maturity ranging from 132 to 360 months.  The
aggregate outstanding balance of the pool as of April 1, 2005 (the
cut-off date) is $356,360,001, with an average balance of $147,378
and a weighted average coupon of 5.976%.  The weighted average
original loan-to-value ratio for the mortgage loans in the pool is
approximately 71.32%.  The weighted average FICO credit score is
737. Second homes and investor-occupied properties comprise 3.05%
and 49.72% of the loans in the group, respectively.  Rate/Term and
cash-out refinances account for 14.75% and 29.96% of the loans in
the group, respectively.

The states that represent the largest geographic concentration of
mortgaged properties are:

            * California (23.94%),
            * Florida (17.19%) and
            * Texas (6.73%).

All other states represent less than 5% of the aggregate pool
balance as of the cut-off date.

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

Banc of America Mortgage Securities, Inc., deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as three
separate real estate mortgage investment conduits.  Wells Fargo
Bank, National Association will act as trustee.


BEACON POWER: Gets $4.4M Equity Funding After NxtPhase Acquisition
------------------------------------------------------------------
Beacon Power Corporation (Nasdaq: BCON) entered into an agreement
to acquire NxtPhase T&D Corporation, a privately held Canadian
supplier of digital and fiber optic products for electric power
and grid monitoring and control.

Under the agreement, at closing, Beacon will acquire NxtPhase for
approximately 15.7 million new common shares of Beacon (subject to
adjustment as described in the agreement), which will be
distributed to NxtPhase investor shareholders.  Also, immediately
after closing, Beacon will grant restricted stock units covering
approximately 2.7 million new common shares of Beacon to the
NxtPhase employees.  The proposed acquisition of NxtPhase is
subject to regulatory approval and Beacon and NxtPhase shareholder
approval.  This agreement results from introductions made by
Perseus, L.L.C.

An aggregate of $4.4 million of equity financing has also been
committed to Beacon and to NxtPhase by a fund affiliated with
Perseus.  Perseus has committed to invest $2.9 million in Beacon
to fund operations, in exchange for approximately 3.5 million
newly issued Beacon common shares.  Perseus has also committed
$1.5 million of equity financing to fund NxtPhase operations
during and after the acquisition.  Beacon has agreed to issue
warrants covering up to 1.22 million shares to Perseus,
exercisable at $1.01 per share. In addition, Perseus has paid
$100,000 to Beacon Power to extend by two years (until May 23,
2007) preexisting warrants that are already held by Perseus,
covering 1,333,333 Beacon shares at an exercise price of $2.25 per
share. Perseus, NxtPhase, and Beacon Power are affiliates of one
another.

Bill Capp, Beacon Power president and CEO, said, "The acquisition
of NxtPhase, a leading supplier of advanced grid electronics, is
consistent with our commitment to provide the most innovative
solutions for today's electrical grid.  Both Beacon and NxtPhase
share a common vision, with complementary technologies and
cultures.  We believe the two companies will be stronger as a
combined entity in terms of customer base, market access,
technology portfolio, product development opportunities, and
outside investment potential.  This acquisition will bring an
immediate increase to Beacon's revenue and, we believe, lead to
greater shareholder value."

Andrea Johnston, NxtPhase president and CEO, added, "With the
challenges facing grid operators today, we are convinced that
utilities will be looking to invest in new technology to maintain
stable and reliable operation and expand throughput capacity.   
Joining forces with Beacon Power allows us to bring together some
of these best-in-class technologies to deliver better-performing,
more cost-effective solutions.  We are supportive of the strategic
vision and look forward to the expanded capital market access and
appeal that the combined company will offer."

John Fox, Perseus managing director and NxtPhase board member,
remarked, "The global electric power infrastructure requires a
technology overhaul.  We are committed to funding strong companies
that can offer innovative solutions to serve this sector, and, in
so doing, build the foundation for a solid long-term investment."

NxtPhase has sold products to more than 100 electric utility
customers in North America and Europe, providing advanced systems
for measurement, protection and control applications through
direct market channels and OEM relationships.  The Company
manufactures and markets optical sensors to measure current and
voltage, protective relays and digital fault recorders - all key
components for reliable electrical grid operation.  Current and
voltage sensors provide the fundamental source information for all
control functions and bulk power financial transactions.

NxtPhase optical sensors make fiber optic-based measurements and
offer significant improvements in accuracy, installed cost,
environmental performance and safety as compared to conventional
sensors.  NxtPhase sensors are gaining market acceptance and are
protected by a portfolio of more than 20 owned or licensed
patents.

                          About NxtPhase

Headquartered in Vancouver, British Columbia, NxtPhase has sales
and manufacturing operations in the U.S. and Canada. NxtPhase
(including its predecessor) recorded 2004 revenues of more than
$3 million.  Following the acquisition, NxtPhase will operate as a
wholly owned subsidiary of Beacon Power and will retain the well-
established NxtPhase brand name.

                  About NxtPhase T&D Corporation

NxtPhase T&D Corporation -- http://www.nxtphase.com/-- develops,  
manufactures, and markets optical sensors and digital protection
and recording solutions that are designed to improve the way high-
voltage electric power is managed in a competitive electric power
industry.  Optical current and voltage sensing products offer more
accurate digital information, broader dynamic range, wider
bandwidth, improved safety, and significant environmental benefits
compared with conventional technologies.  Digital recorders
provide operators with information required to improve grid
reliability and to better understand the causes of and to protect
against blackouts.  NxtPhase T&D Corporation is a privately held
company with sales and manufacturing operations in the U.S. and
Canada.

                     About Perseus, L.L.C.

Perseus, L.L.C. is a merchant bank and private equity fund
management company with offices in Washington, D.C. and New York
City.  Perseus generally invests in companies in which it can
participate in the company's strategic planning, operations and
development and thereby add significant value to the investment.   
In particular, Perseus invests in companies that have unique
strategic characteristics i.e., proprietary intellectual property,
powerful brands, distinctive content or a highly skilled work
force. Perseus and its affiliates manage several investment funds
with total commitments in excess of $2.0 billion.  

                About Beacon Power Corporation

Beacon Power Corporation -- http://www.beaconpower.com/-- designs  
sustainable energy storage and power conversion solutions that
would provide reliable electric power for the utility, renewable
energy, and distributed generation markets.  Beacon's Smart Energy
Matrix is a design concept for a megawatt-level, utility-grade
flywheel-based energy storage solution that would provide
sustainable power quality services for frequency regulation, and
support the demand for reliable, distributed electrical power.  
Beacon is a publicly traded company with its research, development
and manufacturing facility in the U.S.

                     Going Concern Doubt

Beacon Power Corporation's 2004 Annual Reports contains its
mangement's concerns about the company's ability to continue as a
going concern.   The company needs additional capital to operate
its business, as its Dec. 31, 2004, cash balances are sufficient
to fund operations only through approximately May 2005.


BEAR STEARNS: Fitch Rates $6.5 Million Class B-4 at BB
------------------------------------------------------
Bear Stearns SACO I Trust's privately offered certificates, series
2005-2, are rated by Fitch Ratings:

      -- $175.5 million classes A and A-IO 'AAA';
      -- $21.5 million class M-1 'AA';
      -- $5.5 million class M-2 'AA-';
      -- $6.1 million class M-3 'A+';
      -- $5.5 million class M-4 'A';
      -- $5.5 million class M-5 'A-';
      -- $5.5 million class B-1 'BBB+';
      -- $4.4 million class B-2 'BBB';
      -- $3.8 million class B-3 'BBB-';
      -- $6.5 million class B-4 'BB'.


BLACKSHER DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Blacksher Development Corporation
        4158 Highway 87 South
        Orange, Texas 77630

Bankruptcy Case No.: 05-10659

Type of Business: The Debtor operates a water and sewer plant and
                  develops and sells real estate.

Chapter 11 Petition Date: April 28, 2005

Court: Eastern District of Texas (Beaumont)

Judge: Chief Judge Bill Parker

Debtor's Counsel: Floyd A. Landrey, Esq.
                  Moore Landrey, L.L.P.
                  390 Park Street, Suite 500
                  Beaumont, Texas 77701
                  Tel: (409) 835-3891
                  Fax: (409) 835-2707

Financial Condition as April 27, 2005:

      Total Assets:  $897,320

      Total Debts: $2,013,263

The Debtor has no unsecured creditors who are not insiders.


BLOCKBUSTER INC: CEO Antioco Expresses Desire to Stay as Executive
------------------------------------------------------------------
Blockbuster Inc. (NYSE: BBI) filed a Schedule 14A with the
Securities and Exchange Commission describing Chairman and CEO
John F. Antioco's employment contract and his desire to remain
with the Company and deliver shareholder value.

As indicated in the Schedule 14A filed by Blockbuster with the SEC
on April 27, 2005, Mr. Antioco stated that should he not be re-
elected to the Company's Board of Directors, he would not plan to
stay with the Company.  The Company noted that the removal of Mr.
Antioco as Chairman of the Board would constitute "Good Reason"
under Mr. Antioco's employment contract and could entitle him to
receive the benefits provided in the contract including severance
and accelerated vesting of equity awards.

Specifically, the contract provides that Mr. Antioco may terminate
his employment for "Good Reason" by providing the Company with
written notice thereof.  The contract also provides that the
Company would have ten business days from the date of such notice
to cure the cause for "Good Reason."  With regard to the Company's
ability to cure, the Board would need to make a fiduciary
determination as to whether it would be appropriate, in light of
the fact that the Company's stockholders failed to re-elect Mr.
Antioco, to re- appoint him to the Board and to the position of
Chairman, each of which is a requirement under the contract to
cure the cause for "Good Reason."

If Mr. Antioco's employment contract was triggered, he would be
entitled to receive:

     (i) his 2005 target bonus pro-rated from January 1, 2005
         through the date of termination;

    (ii) a lump sum cash payment equal to the sum of his salary,
         deferred compensation level and target bonus for 2005,
         multiplied by the number of full and partial years
         remaining in his employment term; and

   (iii) continued medical benefits for the remainder of his
         employment term.

Any stock options held by Mr. Antioco would become immediately
exercisable, and Mr. Antioco's restricted stock units would vest
and become payable.  The Company estimates that Mr. Antioco's
payout in the event of a "Good Reason" termination immediately
following the May 11th annual meeting of stockholders would be
approximately $54 million, assuming a stock price of $9.98, which
was the closing price of a share of the Company's class A common
stock on Apr. 27, 2005.

At the time Mr. Antioco entered into his employment contract with
the Company in June 2004, he had 35 years of retail experience and
had led three major retail turnarounds at Circle K, Taco Bell and
at the Company.  As a result, Mr. Antioco was considered for
nearly every retail CEO job search and had many opportunities for
compensation packages equal to or greater than the one offered,
and accepted by him, at the Company.  In order to best align Mr.
Antioco's interests with those of the Company's stockholders, the
compensation committee of the Board and their advisors designed
Mr. Antioco's compensation package to achieve an equity payout
based on an assumed compound annual growth rate of 12% in the
Company's stock price over the contract's five-year term.  In view
of Mr. Antioco's forbearance of other potential opportunities
available to him, his employment contract was also designed to
provide for payment of a comparable sum in the event of a "Good
Reason" termination.

Mr. Antioco said he would like to stay at the Company as both
Chairman and CEO and earn his compensation.  He encourages
stockholders to require that he do so for the benefit of all of
the Company's stockholders by re-electing him to serve on the
Board.

                        About Blockbuster

Blockbuster Inc. -- http://www.blockbuster.com/-- is a leading  
global provider of in-home movie and game entertainment with more
than 9,000 stores throughout the Americas, Europe, Asia and
Australia.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 4, 2005,
Moody's Investors Service downgraded the long-term debt ratings of
Blockbuster Inc. (senior implied to Ba3) and affirmed the
Speculative Grade Liquidity Rating of SGL-2.  Moody's said the
outlook is negative.  The downgrade is prompted by Blockbuster's
weak fourth quarter results which were significantly below Moody's
expectations and resulted in a deterioration of debt protection
measures.  In addition, the downgrade reflects Moody's expectation
that the lower debt protection measures will be sustained over the
next twelve to eighteen months as management continues its current
level of spending on new initiatives, including the no late fee
program and the ramp up of the online business.  This rating
action concludes the review for possible downgrade announced on
February 9, 2005.


BLOCKBUSTER INC: S&P Lowers Corporate Credit Rating to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Blockbuster Inc.  The corporate credit rating was lowered to 'BB-'
from 'BB'.  The outlook is negative.  

"The downgrade reflects our concern over the ability of
Blockbuster to increase rental revenues in the near term in order
to offset the loss of income from the elimination of late fees and
expenses for other new business initiatives," explained Standard &
Poor's credit analyst Diane Shand.

The ratings on Blockbuster reflect:

    (1) the risks of operating in a mature and declining video
        rental industry,

    (2) the company's dependence on decisions made by movie
        studios,

    (3) its high leverage, and

    (4) the technology risks associated with delivery of video
        movies to the home.

These risks are partially mitigated by Blockbuster's dominant
market position in the video rental industry and good cash flow
generating capabilities.

Industry fundamentals for the video rental market are weak, and
Blockbuster's profitability is heavily dependent on that market.
The company generated 65% of its total sales from its movie rental
business in 2004, and its domestic rental same-store sales have
been weak since 2001.  Retail sales of videos have been growing
faster than the rental market since at least 1993.  Moreover, the
rental market has declined slightly over the past three years and
is expected to decline annually at a low single-digit percentage
rate over the next three years.  The contraction in the rental
market is attributable to the elimination of the exclusive movie
release rental time window as a result of the format change to DVD
from VHS.  In addition, studios are pricing DVDs to stimulate
retail sales.

In response to the weak rental industry dynamics, Blockbuster is
trying to increase customer traffic by eliminating late fees.  
This affects revenues by an estimated $400 million-$450 million
and operating income by $250 million-$300 million.

In addition, the company is attempting to transform itself into a
home entertainment store: It has launched a national in-store
rental subscription program and is expanding its store-in-store
game concept.

Blockbuster is also planning on rolling out an online subscription
plan and a movie trading business.  However, Standard & Poor's has
growing concerns over whether these initiatives will revive the
company's flagging rental business.  The "No Late Fees" policy and
its launch, along with the online subscription plan rollout, will
affect results for the first quarter ended March 31, 2005 by
approximately $190 million (based on company guidance).

While Blockbuster expects full-year operating profit to only
decline by $50 million prior to stock-based compensation expenses,
this will require a much improved second half of the year, which
is uncertain.  Cash flow protection measures deteriorate as a
result of the company's new initiatives, and are weak for the
rating category.


BORGER ENERGY: S&P Has Negative Outlook on $117MM Sr. Sec. Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services removed the CreditWatch listing
with negative implications from Borger Energy Associates
L.P./Borger Funding Corp.'s. 'BB+'-rated $117 million senior
secured bonds due 2022.  The outlook is now negative.  

"The removal of the CreditWatch listing results from Standard &
Poor's assessment that steam-offtake volumes, and thus cash flows,
are likely to return to historic levels or increase in 2007 and
beyond," said Standard & Poor's credit analyst Michael Messer.  
The plant currently operates at a historically low steam output
level due to process redesign initiatives and a coker installation
at ConocoPhillips (A-/Negative/--) that temporarily reduces steam
requirements.  "After 2007, steam requirements are expected to
increase to at least normal levels and may exceed these levels, if
Borger installs additional steam capacity that is under
consideration at Conoco's request," he continued.

The negative outlook reflects Standard & Poor's opinion that the
debt service coverage ratio (DSCR) is likely to remain weak for
the 'BB+' rating in 2005 and 2006 due to ConocoPhillip's reduced
steam offtake, combined with the additional debt that Borger will
need to fund its replacement generator.

Ratings could be lowered if steam volumes are further reduced or
are no longer expected to return to historic levels, if
replacement generators are unable to solve operational problems
that have impaired project availability, or if any additional debt
issued to fund steam capacity-expansion projects significantly
reduces the DSCR below 1.4x in the long run.  An upgrade is
unlikely until Borger consistently demonstrates that operational
problems have been resolved, until Standard & Poor's has analyzed
the effect of any expansion, and until the project can sustain
debt service coverage levels commensurate with an investment-grade
rating.


CADMUS COMMS: Earns $7.1 Million of Net Income in Third Quarter
---------------------------------------------------------------
Cadmus Communications Corporation (Nasdaq: CDMS) reported net
sales of $113.2 million for the third quarter of its fiscal year
2005, essentially flat with $113.6 million in last year's third
quarter.  Operating income was $8.9 million and net income was
$7.1 million for the third quarter of fiscal 2005, compared to
operating income of $9.1 million and net income of $3.5 million in
the third quarter of fiscal 2004.

Bruce V. Thomas, president and chief executive officer, remarked,
"I am pleased with the progress we made this quarter.  Clearly,
the highlight was the strong growth and impressive margin
expansion that we achieved in our Specialty Packaging segment.  
However, we are also pleased that we achieved sequential
improvement in both sales and operating income in our Publisher
Services segment and on a consolidated basis, despite incurring
over $0.5 million in severance and certain one-time costs relating
to our profit improvement initiatives.  In addition, we reduced
our debt significantly, even after giving effect to higher capital
spending and our stock repurchase program, and further improved
our total debt to EBITDA ratio.  Even as we work to regain the
kind of top-line momentum that we would like, we are gratified
that we can deliver this sort of solid financial performance."

Continuing, Mr. Thomas stated, "As I said last quarter, our plan
for this year was to build on the momentum that we have had in our
Specialty Packaging business and, in our Publisher Services
business, to invest in, create capacity for, and capitalize upon
growth opportunities available to us in the educational and other
professional publishing markets.  We have clearly sustained
momentum in our Specialty Packaging business.  In our Publisher
Services business, we are making steady progress.  We have
successfully entered the educational market -- both on the print
and the content side -- and our business in this market is
growing.  In addition, we have continued to both acquire and
create new technology-related products that are driving growth and
giving us access to new publishing markets.  These changes and
investments, we are increasingly confident, will permit us to not
only grow our business, but also to expand our mission to serve
education, science, and health."

Paul K. Suijk, senior vice president and chief financial officer,
noted, "We are pleased with our cash flow and debt reduction of
$6 million for the quarter, bringing our total reduction to
$12.3 million for the year.  Our capital spending was up from the
prior year period as we continue to invest to support our growth
initiatives.  Also during the quarter, we repurchased
approximately 63,000 shares of our common stock under our
previously announced stock repurchase program, which resulted in a
net cash outflow of approximately $0.3 million for the quarter.  
Importantly, this performance permitted us to reduce our total
debt to EBITDA ratio to approximately 2.9 to 1.0, securing for us
a lower spread on interest rates under our senior bank credit
facility."

Commenting on the federal income tax benefit recorded in the
quarter, Mr. Suijk said, "During the third quarter, Cadmus
executed a transaction related to one of its subsidiaries, Mack
Printing Company.  As a result of executing this transaction,
Cadmus is entitled to a tax benefit.  We recognized a net tax
benefit of approximately $5.0 million on the income statement in
the third quarter, based on applying certain assumptions to the
range of possible outcomes in accordance with accounting
requirements.  The actual benefit realized, however, could be
substantially larger, up to $37 million.  The tax benefit
ultimately received, which is anticipated to occur over the next
18 to 24 months, will also be a cash benefit to the Company."

                Third Quarter and Year-to-Date
                   Operating Results Review

Net sales for the third quarter totaled $113.2 million compared
with $113.6 million last year, a decrease of less than 1%.
Specialty Packaging segment net sales were $21.6 million, an
increase of 32% from $16.4 million last year.  Publisher Services
segment net sales were $91.6 million, a decrease of 6% from $97.3
million last year, as a result of:

     (i) lower freight and postage (which are pass through costs
         for the Company),

    (ii) continued pricing pressures in certain markets, and

   (iii) management's plan to manage capacity, improve business
         mix, and generally drive for higher margins in the
         special interest magazine plants.

Operating income for the quarter was $9.2 million or 8.1% of net
sales in the third quarter, compared to $9.2 million, or 8.1% of
net sales last year.  Specialty Packaging operating income rose
56% as the business continued to benefit from higher overall
volume, improved business mix, and efficiencies derived from new
and more efficient technology and work flows.  Publisher Services
operating income declined 13% to $8.8 million and operating income
margins declined to 9.6% from 10.4% last year due to:

     (i) severance and related costs incurred in connection with
         content-related capacity rationalization,

    (ii) costs incurred to support our educational and emerging
         solutions initiatives, and

   (iii) continued pricing pressures in certain markets.

Income from continuing operations for the third quarter totaled
$3.8 million, or $0.41 per share, compared to $3.6 million in last
year's third quarter.

Cash generated from operations resulted in a decrease in total
debt of $6.0 million for the quarter, excluding the fair market
value of interest rate swap agreements.  The Company repurchased
approximately 63,000 shares of its common stock during the third
quarter under our previously announced stock repurchase program,
which resulted in a net cash outflow of approximately $0.3 million
for the quarter.

Net sales for the first nine months of fiscal 2005 totaled
$325.3 million compared with $335.8 million last year, a decrease
of 3%.  Specialty Packaging segment net sales were $58.4 million,
an increase of 19% from $49.0 million last year. Publisher
Services segment net sales were $266.9 million, down 7% from
$286.9 million last year.  For the nine months ended March 31,
2005, operating income was $26.0 million, or 8.0% of net sales,
compared to $25.2 million, or 7.5% of net sales last year.  The
results for the first nine months of fiscal 2005 include a $1.0
million, or $0.07 per share net of taxes, insurance recovery
related to a previously disclosed employee fraud in the Publisher
Services segment recorded in the first quarter.  Adjusted for this
recovery, operating income was $25.0 million, or 7.7% of net
sales.  For the first nine months, Specialty Packaging operating
income rose 90% as the business continued to benefit from higher
overall volume, improved business mix, and efficiencies derived
from new and more efficient technology and work flows.  Publisher
Services operating income declined 6% to $27.0 million and
operating margins rose to 10.1% from 10.0% last year. Adjusted for
the insurance recovery, operating income for the Publisher
Services segment declined 9% and operating margins declined to
9.7% from 10.0% last year.

Income from continuing operations for the nine months ended March
31, 2005 totaled $10.4 million, or $1.12 per share, compared to
$8.9 million, or $0.96 per share, last year.  Adjusted for the
insurance recovery, income from continuing operations on a
comparable basis was $9.8 million, or $1.05 per share for the nine
months ended March 31, 2005.

Cash generated from operations resulted in a decrease in total
debt of $12.3 million for the nine months ended March 31, 2005,
excluding the fair market value of interest rate swap agreements.  
The Company has repurchased approximately 215,000 shares of its
common stock during the first nine months of fiscal 2005 under our
previously announced stock repurchase program, which resulted in a
net cash outflow of approximately $1.0 million for the first nine
months of fiscal 2005.

                     Outlook for Fiscal 2005

Commenting on the Company's outlook for the balance of fiscal
2005, Mr. Thomas stated, "Obviously, the tax benefit that we have
recorded represents a significant and positive change to our
outlook for fiscal 2005.  On a pure operating basis, we expect to
continue to show steady progress.  In our Specialty Packaging
business, we expect continued momentum, although perhaps not quite
at the pace we saw this quarter.  In our Publisher Services
segment, we remain focused on both cost reduction (with our paper
and capacity rationalization projects) and our revenue-related
(global content and print and educational market) initiatives, and
we are making good progress on both.  We continue to expect that
consolidated revenues for fiscal 2005 will be down slightly from
fiscal 2004.  However, we remain optimistic that operating margins
will expand, as we expect to see a decline in severance and
certain one-time costs in our fiscal fourth quarter.  These
results should permit us to continue our year-long trend of year
over year improvement in earnings per share."

Cadmus Communications Corporation -- http://www.cadmus.com/--  
provides end-to-end, integrated graphic communications services to
professional publishers, not-for-profit societies and
corporations.  Cadmus is the world's largest provider of content
management and production services to scientific, technical and
medical journal publishers, the fifth largest periodicals printer
in North America, and a leading provider of specialty packaging
and promotional printing services.  

                          *     *     *

Moody's Rating Services and Standard & Poor's assigned its
single-B ratings to Cadmus Communications' 8-3/8% senior
subordinated notes due 2014 last year.


CARMIKE CINEMAS: Moody's Rates Planned $455M Sr. Sec. Debt at B1
----------------------------------------------------------------
Moody's Investors Service rated Carmike Cinemas, Inc.'s proposed
senior secured bank facility B1, affirmed the B2 senior implied
rating, and changed the outlook to positive from stable.  The
change in outlook mostly reflects the use of equity and free cash
flow to reduce long-term debt coupled with expected improvement in
credit metrics arising from continued progress in operating
performance.

Proceeds from the proposed facility will fund the approximately
$66 million acquisition of George Kerasotes Corporation (GKC
Theaters), as well as replacing Carmike's existing revolving
credit facility and second lien term loan.  A summary of Moody's
ratings for Carmike follows.

   * Senior Implied Rating -- B2 (affirmed)

   * $100 Million Senior Secured Revolving Credit Facility due
     2010 (undrawn) -- B1 rating assigned

   * $170 Million Senior Secured Term Loan B due 2012 -- B1 rating
     assigned

   * $185 Million Senior Secured Delayed Draw Term Loan due 2012
     (undrawn) -- B1 rating assigned

   * $50 Million First Lien Senior Secured Revolving Credit
     Facility due 2008 -- B1 rating withdrawn

   * $100 Million Second Lien Senior Secured Term Loan Facility
     due 2009 -- B2 rating withdrawn

   * $150 Million Senior Subordinated Notes due 2014 -- Caa1
     (affirmed)

   * Issuer Rating -- B3 affirmed

   * Rating Outlook -- Raised to Positive from Stable

The B2 senior implied rating reflects:

   (1) high financial leverage (slightly over 5 times pro forma
       the transaction and after adjusting for off balance sheet
       leases);

   (2) sensitivity to Hollywood's ability to consistently produce
       compelling films;

   (3) weaker margins and cash flow per screen than its peers;

   (4) integration risk as Carmike seeks to consolidate the small-
       to-mid market theater industry; and

   (5) a degree of geographic concentration of cash flow.

The rating draws strength, however, from:

   (1) Carmike's strong competitive position in its targeted
       smaller markets,

   (2) attractive concession margins, and

   (3) management's financial discipline, especially relative to
       its industry peers who have returned substantial dividends
       to their shareholders.

The change in Carmike's outlook to positive from stable considers
Carmike's use of a combination of free cash flow and equity
proceeds to pay down slightly over $100 million of debt since
2002, and Moody's expectations for future de-leveraging following
the proposed transaction.  Carmike's rent-adjusted leverage
declined to the mid-4 times range from over 5 times in early 2003.   
While adjusted leverage will return to slightly over 5 times pro
forma for the transaction, expectations for free cash flow growth,
as well as Carmike's track record of improved operating
performance since its exit from bankruptcy, support the outlook
change to positive.

Movie theater attendance and resultant cash flow, for all
operators, depend on the quality of available films, thus
operational challenges facing Carmike include its average of
7.8 screens per theatre, well below the industry average of 10.9,
and a consequent limitation on its ability to deliver a diversity
of films to its viewers.  Carmike focuses its theatre operations
in small- to mid-sized communities with populations of fewer than
100,000, accordingly, the company's per screen and per theatre
attendance, revenue, and EBITDA are the lowest among the rated
theatre operators.  The GKC transaction represents expansion into
Carmike's core small markets, and Moody's believes management will
restrict future growth initiatives (either organic or through
acquisition) to this field of expertise. Execution risk
nonetheless exists.  Furthermore, the $185 million delayed draw
term loan and the $100 million additional capacity from the
revolving credit facility provide the potential for increased
leverage as acquisition opportunities arise, although Moody's
anticipates Carmike would remain within the mid 5 times rent-
adjusted leverage range, at the inception of a transaction.

Notwithstanding the relatively lower revenue and margin
opportunities, Carmike's competitive position is reasonably
well-protected, because its smaller markets are less likely to
draw new entrants.  Carmike also benefits from above average
concession margins. Within the past five years, Carmike rebuilt or
remodeled about 80% of its screens, and if film supply is good,
attendance trends will benefit from the improved asset base, in
Moody's opinion.  Although the quarterly dividend instituted in
the second half of 2004 will consume a modest portion of free cash
flow (less than $10 million annually), Moody's believes Carmike
will apply future free cash flow to either expansion or debt
reduction before increasing dividends; this is a credit positive,
particularly in an industry prone to large shareholder rewards
that often come at the expense of debt holders.

The positive outlook reflects Moody's expectation that Carmike
will successfully integrate GKC and continue to generate positive
and growing       free cash flow after cash interest, capital
expenditures, cash taxes, dividends, and modest required term loan
amortization (less than $2 million annually).  If Carmike performs
in line with its current guidance, with adjusted leverage
projected to remain mostly under 5 times, Moody's would likely
consider raising the company's ratings over the next 12 to 18
months.  Meaningful deviation from plan and/or a significant
deterioration in operating trends due to industry- or company-
specific events would likely drive the rating down or result in a
reversion to a stable outlook.

In analyzing Carmike, Moody's assesses both leverage and interest
coverage on an as reported and a rent-adjusted basis.  (Debt is
adjusted for operating leases using both a net present value
approach and the more conventional 8 times rent expense approach
prevalent in the theater sector.)  Pro forma for the transaction,
Carmike's adjusted debt leverage, on either a net present value or
an eight times rent basis, is slightly above 5 times, lower than
some of its higher rated industry peers, but Carmike lacks the
scale and diversity advantages of larger operators such as Regal.   
Furthermore, Carmike's adjusted EBITDA less capital expenditures
coverage of adjusted interest of 1.4 times is low relative to its
peers.

The senior secured bank facility is notched up to B1 from the B2
senior implied.  The bank debt benefits from a fairly meaningful
layer of junior capital beneath it, consisting of $150 million of
senior subordinated notes and Carmike's public equity, as well as
capitalized operating leases valued at approximately $400 million.   
The bank debt also benefits from its perfected first priority
security interest in all Carmike assets.  Carmike's owns
approximately 25% of its theaters, which enhances the value of the
collateral, in Moody's view.  The two-notch gap between the senior
implied rating and the Caa1 senior subordinated notes reflects
that tranche's contractual and effective subordination to all
other existing debt (including leaseholder claims), but also the
benefits of an upstream guarantee.

Carmike Cinemas is one of the country's largest motion picture
exhibitors with 2,188 screens and 282 theatres as of December 31,
2004.  The company maintains its headquarters in Columbus,
Georgia.


CASEY TEXAS PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Casey Texas Properties, LLC
        1011 Highway 77 North, Suite 106
        Waxahachie, Texas 75165

Bankruptcy Case No.: 05-34899

Chapter 11 Petition Date: May 2, 2005

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Diane G. Reed, Esq.
                  Reed and Reed
                  501 North College Street
                  Waxahachie, Texas 75165
                  Tel: (972) 938-7334

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


CATHOLIC CHURCH: DuFresne Asks Court to Shelve Portland's Payments
------------------------------------------------------------------
Certain non-clergy individuals have been sued because of their
alleged actions while working in parishes, schools, or other
entities, which are part of the Archdiocese of Portland in
Oregon.

Portland alleges that assets of its affiliated entities are held
in charitable trust, and so are not available to its disposal to
satisfy tort claims filed against the Archdiocese.  However, Paul
E. DuFresne notes that this assertion only strengthens the
liability of the Affiliated Entities themselves, since it implies
that the Affiliated Entities are separate legal entities with the
means to satisfy tort judgments.  This means that liability for
the actions of a non-clergy individual may lie with the parish,
school or other entity where that Individual was working when the
acts, which brought about the lawsuit, took place.

Mr. DuFresne tells the U.S. Bankruptcy Court for the District of
Oregon that Portland should not be paying for legal counsel on
behalf of other entities.  Until the question of the ownership of
the "Beneficial/equitable" assets is decided, any payments on
Portland's part for the defense of the Individuals should be
suspended.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Motion to Pay Counsel Draws Fire in Portland
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter, on
February 18, 2005, Portland sought Judge Perris' permission to
compensate:

   * Gooney & Crew, LLP, as counsel to Fr. Durand, Fr.
     Baccellieri, Fr. Thielen, and Fr. Brouillard; and

   * Cable Huston Benedict Haagensen & Lloyd, LLP, as counsel
     to Fr. Johnston.

The proposed compensation will be subject to application and
Court approval, just as if they were professionals employed by
Portland.  The proposed compensation will also be payable on a
monthly basis.

Mr. Stilley asserts that Portland must be allowed to compensate
the law firms because consistent with Section 327 of the
Bankruptcy Code, Portland is authorized to compensate counsel for
third parties to serve the best interests of the estate.  Section
327 allows trustees to retain professionals and thereby, obtain
advice from attorneys, accountants, appraisers, and the like, when
doing so is in the "best interest of the estate."  Courts have
acknowledged circumstances where the cost of providing
professional services to a third party may be "incurred by the
estate in the interest of self-preservation."

Mr. Stilley notes that the proposed attorneys have previously
represented priests and the requested order would continue
standard procedures of the Archdiocese.  Portland has provided
compensation to Cooney & Crew for a number of years for its legal
representation of individual priests in various civil lawsuits
involving sex abuse claims against the Archdiocese and its
employees.  Cooney & Crew requires no "start up" time to learn
about its clients, the circumstances of their employment, the
applicable law, or the basic facts underlying the claims against
them.

                   Eight Tort Claimants Object

Tort Claimants Kenneth Nail, Gary Mitts, F.B., S.D., K.L., J.R.,
M.S., and J.W. believe that there are several reasons predicated
on Section 327(a) of the Bankruptcy Code's prohibition against the
employment of professionals who hold or represent adverse
interests or who are not disinterested, that prevent estate assets
from being used to pay for counsel of co-defendant priests.

Erin K. Olson, Esq., in Portland, Oregon, asserts that:

   (a) An attorney who is a creditor of a bankrupt debtor is not
       disinterested under Section 101(13) of the Bankruptcy
       Code.  The Archdiocese of Portland lists Cooney & Crew LLP
       as a prepetition creditor.

   (b) As a debtor in a Chapter 11 case, Portland has the rights
       and powers of a trustee to avoid preferential transfers
       and to pursue causes of action for the benefit of the
       bankruptcy estate.  Preferential transfers include
       payments made within 90 days of the filing of a bankruptcy
       petition.  Both Cooney & Crew and Cable Huston Benedict
       Haagensen & Lloyd, LLP, are listed on Portland's schedule
       of payments made within 90 days of the Petition Date.
       Therefore, in addition to being creditors of Portland, the
       firms also face the possibility that Portland could see to
       recover payments made to them prior to the filing of the
       petition.  They are, therefore, not "disinterested
       persons."

   (c) Portland may not employ an attorney to represent a person
       who holds an interest adverse to the estate.  A priest
       accused of using the power and authority bestowed upon him
       by Portland to sexually abuse the children the Archdiocese
       is supposed to protect and nurture has interest adverse to
       Portland's.

   (d) The interests of justice are not served by Portland's
       payment of the attorney's fees of the accused priests.
       Portland suggests that if the Court denies its request,
       tort claimants will "take advantage of priests by pursuing
       claims against them, or maneuvering the unrepresented
       priests to the detriment of the debtor."  What Portland
       appears to be saying is that it wants to control the
       priests' defense by paying for their counsel so tort
       claimants are precluded from negotiating dispositions with
       the priests which are contrary to Portland's interests.
       This position is contrary to the interests of the creditor
       for whom Portland is supposed to be managing its estate.
       This is particularly so when the legal costs incurred thus
       far by Portland in the Chapter 11 case exceed $2 million.
       At an ever-increasing monthly average of more than
       $330,000, the assets of the estate are rapidly being
       consumed by legal expenses.

The eight Tort Claimants, hence, ask Judge Perris to deny
Portland's request.

                         Portland Replies

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, relates that the benefit of having the priests represented
by competent counsel far outweighs the projected cost to the
estate.

The priests do not have the financial means to pay for their own
attorney's fees.  Absent the Archdiocese of Portland's payment of
the fees, the priests will be forced to participate in the
Accelerated Claims Resolution Process depositions and mediations
as unrepresented co-defendants.

Whether or not the Court believes Section 327 of the Bankruptcy
Code provides authority for Portland to pay the priests' counsel
fees, Mr. Stilley argues that the Court can and should authorize
the payment of the counsel fees as actual and necessary costs and
expenses of preserving the estate pursuant to Section
503(b)(1)(a).

Mr. Stilley also asserts that just because the priests' attorneys
are not professionals employed by Portland does not mean that
payment for their services cannot be authorized as an
administrative expense incurred to preserve the estate's assets.  
Portland has a fiduciary duty to legitimate creditors to ferret
out false claims and to pay a fair and reasonable amount for
legitimate claims.

Although an individual tort claimant's desire to proceed against
an unrepresented priest is understandable, the Tort Claimants
Committee's willingness to allow priests to participate in ACRP
depositions and mediations without being represented is not so.
The Tort Committee is charged with representing the common
interest of all tort claimants, not just those with claims against
unrepresented priests.  An unrepresented priest only increases the
likelihood that a false claim will not be uncovered or that
Portland will end up paying more on a claim that it should have
paid because the priest was unable to adequately defend himself.

Portland's experience also dictates that the claims are far easier
to settle for reasonable amounts when both the claimants'
attorneys and the mediators have confidence in, and are able to
communicate effectively with, the attorneys for the accused
priests.  This one factor alone cannot be overly emphasized.

Additionally, Mr. Stilley points out that the objecting parties
have limited their objections to alleged technical violations like
Section 327's requirements of disinterestedness, or the fact that
the proposed counsel might have received preferential transfer.  
Neither of these reasons prohibits Portland's payment of the
priests' attorney's fees.  Portland is not employing the priests'
counsel pursuant to Section 327(a) to represent the Archdiocese,
thus, the disinterestedness standard is not implicated.  Cooney &
Crew and Cable Huston have been retained to represent the priests,
not Portland.

Ms. Stilley informs the Court that the projected cost to the
estate is $70,000 through the mediations.  Cooney & Crew estimates
its fees at $58,000 for its representation of four priests
involving 14 claims.  Cable Houston estimates its fees at $17,000
to $25,000 for the one claim involving Father Johnston.  If the
priests' counsel cannot be paid resulting in the priests being
unrepresented, Portland's counsel, Schwabe Williamson & Wyatt,
will undoubtedly incur increased fees in attempting to both
represent Portland and provide whatever assistance it can to the
priests.  Concern over conflict and privilege issues alone will
likely increase Schwabe's fees.  As Portland's counsel, Schwabe
cannot be expected to provide the level of service and advice that
would be provided by a lawyer whose duty runs solely to the priest
in those situations where Portland's and the priest's interest may
not be the same on all issues.  Where claims of child abuse have
been asserted against a priest, this raises the potential for a
conflict between Portland's and the priest's interests which might
not otherwise be present.

Portland asks the Court to allow it to pay and to cap the fees of
Cooney & Crew at $58,000 and Cable Huston at $20,000.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CHAPCO CARTON: Section 341(a) Meeting Slated for May 18
-------------------------------------------------------
The United States Trustee for Region 10 will convene a meeting of
Chapco Carton Company's creditors at 1:30 p.m., on May 18, 2005,
at 57 West Jefferson Street, Room 201 in Joliet, Illinois.  This
is the first meeting of creditors required under 11 U.S.C. Sec.
341(a) after a chapter 11 bankruptcy case converts to a chapter 7
liquidation.

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

Headquartered in Bolingbrook, Illinois, Chapco Carton Company
-- http://www.chapcocarton.com/-- manufactures, sells and    
distributes folding cartons used for retail packaging in food,
candy, office supplies and automotive parts industries. The
Company filed for chapter 11 protection on July 13, 2004 (Bankr.
N.D. Ill. Case No. 04-26000).  The Honorable Bruce W. Black
converted the case into a chapter 7 liquidation on Mar. 24, 2005.  
Chad H. Gettleman, Esq., at Adelman Gettleman & Merens, represents
the Company.  When the Debtor filed for protection from its
creditors, it listed $15,232,256 in assets and $19,220,379 in
liabilities.


CLEARLY CANADIAN: Voluntarily Delists Common Shares from CNQ
------------------------------------------------------------
Clearly Canadian Beverage Corporation (CNQ:CCBC)(OTCBB:CCBC) has
determined to voluntarily de-list its shares from the Canadian
Trading and Quotation System, Inc., to facilitate certain matters
related to the Company's proposed transactions with BG Capital
Group Ltd.  The shares of the Company will continue to trade in
the United States on the OTC Bulletin Board (trading symbol:
CCBC).  The substantial majority of the trading of the Company's
shares takes place on the OTC Bulletin Board, and as a result the
Company is of the view that the de-listing from CNQ should not
affect the ability to trade its securities.  The voluntary de-
listing from the CNQ will become effective as of May 6, 2005.

The terms of the private placement by the Company through Standard
Securities Capital Corporation have been amended to provide that
Standard Securities will act as agent on a best efforts basis for
a private placement of US$1,000,000 of common shares of the
Company on a post-ten for one consolidated basis, each common
share to be issued at a price of US$1.00.  The Company will
complete a non-brokered private placement of US$2,000,000 of
common shares at a price of US$1.00, comprising the balance of the
US$3,000,000 proceeds previously announced as part of the Standard
Securities offering.  

                     About Clearly Canadian

Based in Vancouver, B.C., Clearly Canadian Beverage Corporation --  
http://www.clearly.ca/-- markets premium alternative beverages   
and products, including Clearly Canadian(R) sparkling flavoured
water, Clearly Canadian O+2(R) oxygen enhanced water beverage and
Tre Limone(R), which are distributed in the United States, Canada
and various other countries.

As of Dec. 30, 2004, Clearly Canadian's balance sheet showed a
$3,515,000 stockholders' deficit, compared to $1,125,000 in
positive equity at December 31, 2003.


COPPER MOUNTAIN: Losses & Deficit Trigger Going Concern Doubt
-------------------------------------------------------------
Deloitte & Touche LLP, raised substantial doubt about Copper
Mountain Networks, Inc.'s (Nasdaq:CMTN) ability to continue as a
going concern after it audited the Company's financial statements
for the year ended Dec. 31, 2004.  The Company has been
experiencing recurring losses from operations, has insufficient
cash to fund its operations, and its balance sheet shows a
sizeable accumulated deficit.

The Company incurred a $20.3 million loss from continuing
operations in 2004, and used $21.4 million of cash reserves and
short term investments to fund that loss.  The company consumed
$17.5 million of cash to fund its 2003 loss.  Copper Mountain had
$12.4 million of cash, cash equivalents and short term investments
at December 31, 2004.  The Company currently funds its operations
with cash, cash equivalents and marketable investments.

                         Merger Agreement

On Feb. 11, 2005, the Company entered into a definitive Agreement
and Plan of Merger and Reorganization with Tut Systems, Inc., and
Wolf Acquisition Corp., a wholly owned subsidiary of Tut Systems,
Inc.

Under the terms and condition of the agreement, Tut Systems will
acquire all of the Company's outstanding shares of common stock in
a stock-for-stock transaction valued at approximately
$10 million.  Upon closing, Tut Systems will issue approximately
2.5 million shares of its common stock to Copper Mountain
stockholders.

Subject to approval of the transaction by the stockholders of
Copper Mountain and to other customary closing conditions, the
transaction is expected to close in the second quarter of 2005.
The Company expects that its business activities in the future
will be severely limited as the Company conserves its resources
and prepares for the consummation of the merger with Tut Systems.

                       Bankruptcy Warning
  
If the merger with Tut Systems is not completed in that time or at
all, the Company will have to further reduce its expenses, seek
additional financing or both.  The Company expects that such
additional financing would not be available at that time and that
it would be required to cease its operations and liquidate its
business.  In that event, the Company believes that it is likely
that it would file for or be forced to resort to bankruptcy
protection.

Should the Company file for bankruptcy protection, it is extremely
unlikely that it would be able to pay, or provide for the payment
of, all of its liabilities and obligations, and, therefore, there
would be no assets available for distribution to its stockholders.

                      About the Company

Copper Mountain Networks, Inc. (Nasdaq: CMTN) --
http://www.coppermountain.com/ -- is a provider of intelligent  
broadband access solutions.  The company offers a broad set of
subscriber access and broadband remote access server (BRAS)
equipment for ILECs, IXCs, PTTs, CLECs, IOCs, and other
facilities-based carrier networks worldwide.  These products
enable efficient and scalable deployment of advanced voice, video,
and data services while leveraging existing network
infrastructures and reducing both capital and operational costs.
Copper Mountain's products have been proven in some of the world's
largest broadband network deployments.


COVANTA ENERGY: S&P Assigns Low-B Ratings on New Loans
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and
'2' recovery rating to Covanta Energy Corp.'s first lien secured
term loan, revolving credit facilities, and LOC facility.  
Standard & Poor's also assigned its 'B-' rating and '5' recovery
rating to Covanta's second lien term loan.

The '2' recovery rating indicates the expectation for substantial
(80% to 100%) recovery of principal in the event of default and
the '5' recovery rating indicates the expectation for negligible
(0% to 25%) recovery of principal in the event of default.

Furthermore, Standard & Poor's revised the CreditWatch
implications for its 'B' corporate credit rating on Covanta to
positive from developing.  The new bank loan ratings are not on
CreditWatch.

At the same time, Standard & Poor's affirmed its 'BB-' rating on
MSW Energy Holdings II LLC's senior secured notes due 2010 and
removed the rating from CreditWatch with negative implications
where it was placed on Feb. 1, 2005.  The outlook on MSW II's
notes is stable.

The rating on MSW Energy Holdings LLC's senior secured notes due
2010 and the ratings on American Ref-Fuel Co. LLC and ARC's
project debt remain on CreditWatch with negative implications.

"The rating actions follow our review of Covanta's prospective
business and financial risk after its proposed acquisition of
American Ref-Fuel Holdings Corp.," said Standard & Poor's credit
analyst Scott Taylor.

American Ref-Fuel is the parent of MSW I and MSW II.  Covanta is
acquiring the company from DLJ Merchant Banking Partners and its
affiliated co-investors and AIG Highstar Capital L.P. and certain
of its affiliates.

Standard & Poor's has determined that following the acquisition's
closing, the corporate credit rating on Covanta will be raised to
'B+', the rating on MSW I's debt will be lowered to 'BB-', the
rating on MSW II's debt will remain at 'BB-', and the rating on
ARC and ARC's project debt will be lowered to 'BB+'.  The outlook
on the ratings will be stable.


DANNY & JENNIFER STRANGE: Case Summary & 20 Largest Creditors
-------------------------------------------------------------
Debtors: Danny K. & Jennifer F. Strange
         232 Shoreline Drive
         New Bern, NC 28562

Bankruptcy Case No.: 05-03417

Chapter 11 Petition Date: April 27, 2005

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtors' Counsel: David J. Haidt, Esq.
                  Ayers, Haidt & Trabucco, P.A.
                  P.O. Box 1544
                  New Bern, North Carolina 28563
                  Tel: (252) 638-2955
                  Fax: (252) 638-3293

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Branch Banking & Trust                        $151,472
Attn: Jack R. Hayes
P.O. Box 1847
Wilson, NC 27894

Nichols Companies                             $121,891
Attn: Managing Agent
P.O. Box 0729
Wallace, NC 28466

Branch Banking & Trust                        $115,278
Attn: Jack R. Hayes
P.O. Box 1847
Wilson, NC 27894

Institution Food House                        $108,770
Attn: Managing Agent
P.O. Box 60163
Charlotte, NC 28260

Bank of America                               $108,389
Attn: Managing Agent
P.O. Box 17404
Baltimore, MD 21297

Branch Banking & Trust                        $100,000
Attn: Jack R. Hayes
P.O. Box 1847
Wilson, NC 27894

U.S. Foods                                     $84,219

Bank of America                                $51,222

Virginia Mansour                               $19,181

City of New Bern Electric                       $8,257

Branch Banking & Trust                          $6,589

Branch Banking & Trust                          $5,063

Ray Jordan & Associates                         $4,400

NCNG                                            $4,340

Branch Banking & Trust                          $3,377

Branch Banking & Trust                          $3,228

Jordan & Bass                                   $2,450

Future POS of the Carolinas                     $2,129

Branch Banking & Trust                          $2,072

News Argust                                     $1,909


DATATEC SYSTEMS: Court Approves Asset Sale to Eagle Acquisition
---------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved, on March 1, 2005, Datatec Systems,
Inc., and its debtor-affiliate's request to sell substantially all
of their assets free and clear of all liens, claims, encumbrances
and other interests and the assumption and assignment of certain
executory contracts and unexpired leases to Eagle Acquisition
Partners, Inc.

The Debtors entered into an Asset Purchase Agreement with Eagle
Acquisition on Feb. 8, 2005, to sell substantially all of their
assets to Eagle Acquisition for $8 million.  That sale agreement
included the Debtors' agreement to assume and assign appropriate
executory contracts and leases to Eagle Acquisition.  The Debtors
tell the Court that the Asset Purchase Agreement was negotiated
and executed in good faith with Eagle Acquisition.

The Court approved a $150,000 Break-Up Fee to Eagle Acquisition in
the event a competitor topped its bid in an auction for the
Debtors' assets.  At an auction conducted on Feb. 10, 2005, no
competitor topped the bid of Eagle Acquisition.  The asset sale
closed on March 15, 2005.

Headquartered in Alpharetta, Georgia, Datatec Systems, Inc. --
http://www.datatec.com/-- specializes in the rapid, large-scale  
market absorption of networking technologies.  The Company and its
debtor-affiliate filed for chapter 11 protection on Dec. 14, 2004
(Bankr. D. Del. Case No. 04-13536).  John Henry Knight, Esq., at
Richards, Layton & Finger, P.A. and Bruce Buechler, Esq., at
Lowenstein Sandler PC represent the Debtors' restructuring.  When
the Company filed for protection from its creditors, it listed
total assets of $26,400,000 and total debts of $47,700,000.


DATATEC SYSTEMS: Creditors Committee Hires Blank Rome as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Datatec System,
Inc., and Datatec Industries, Inc.'s chapter 11 case, sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to hire Blank Rome LLP as counsel, nunc pro
tunc to December 22, 2004.

Blank Rome will represent and perform services in connection with
the Committees' fiduciary duties and responsibilities under the
Bankruptcy Code.  The primary members of the Firm's engagement
team for the Committee are:

                                     Hourly
         Professional              Billing Rate
         ------------              ------------
         Bonnie Glantz Fatell         $515
         Michael D. DeBaecke           360
         Elio Battista, Jr.            265
         Brian L. Colborn              235

The Debtor will also pay other Blank Rome professionals for the
services they provide the Committee based on the these standard
hourly rates:

                                     Hourly
         Designation               Billing Rate
         -----------               ------------
         Partners                  $300 to $675
         Associates                $195 to $400
         Paralegals                $105 to $250

To the best of the Committee's knowledge, Blank Rome is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Alpharetta, Georgia, Datatec Systems, Inc. --
http://www.datatec.com/-- specializes in the rapid, large-scale  
market absorption of networking technologies.  The Company and its
debtor-affiliate filed for chapter 11 protection on Dec. 14,
2004(Bankr. D. Del. Case No. 04-13536).  John Henry Knight, Esq.,
at Richards, Layton & Finger, P.A. and Bruce Buechler, Esq., at
Lowenstein Sandler PC represent the Debtors' restructuring.  When
the Company filed for protection from its creditors, it listed
total assets of $26,400,000 and total debts of $47,700,000.


DENNY'S CORP: March 30 Balance Sheet Upside-Down by $262.9 Million
------------------------------------------------------------------
Denny's Corporation (OTCBB:DNYY) reported results for its first
quarter ended March 30, 2005.

Nelson J. Marchioli, President and Chief Executive Officer, said,
"Our strong sales performance in the first quarter on top of solid
sales increases last year clearly demonstrates the strength of the
Denny's brand today.  Over the last six quarters, we have
effectively grown sales through increases in both average guest
check and guest counts.  Following this outstanding performance
our path going forward is clear.  Denny's future success will be
driven by increasing customer counts and capitalizing on the
significant capacity for sales growth in our restaurants."

                      First Quarter Results

For the first quarter of 2005, Denny's reported total operating
revenue of $240.0 million, an increase of 4.6%, or $10.7 million
over the prior year quarter.  Company restaurant sales grew 4.9%,
or $10.3 million, to $218.0 million, as a 6.3% increase in same-
store sales offset a 9-unit decline in company-owned restaurants.
Franchise revenue grew 1.8%, or $0.4 million, to $22.0 million, as
a 7.1% increase in same-store sales at franchise restaurants
offset a 28-unit decline in franchised restaurants.  With Easter
falling in fiscal March this year compared with April last year,
first quarter sales benefited by approximately 0.5% from travel
related to the holiday and spring break.

Company restaurant operating margin (costs of company restaurant
sales as a percentage of company restaurant sales) was 12.4% in
the first quarter, equal to the same period last year.  Payroll
and benefit costs decreased by 0.5 percentage points, due
primarily to lower incentive compensation for restaurant
management which offset increases in crew-level labor costs
including payroll taxes and fringe.  Repairs and maintenance costs
increased 0.5 percentage points due primarily to unusually low
expense in the prior year period.

General and administrative expenses increased $0.9 million in the
first quarter.  During the period, Denny's incurred $2.6 million
of stock-based incentive compensation expense, up $2.3 million
from the same period last year.  Partially offsetting this
expense, Denny's incurred no transaction costs in the first
quarter this year compared with $2.0 million in the first quarter
last year.

Operating income increased $0.4 million to $11.2 million in the
first quarter.  Restructuring charges and exit costs of $2.3
million resulted from restaurant closures and severance expenses
compared with $0.1 million of similar costs in last year's first
quarter.  In addition, gains from the sale of surplus properties
increased $0.8 million from the prior year period.

Interest expense decreased $6.3 million to $13.2 million due to
the financial recapitalization completed during 2004, which
lowered borrowing costs.

Net loss for the first quarter of 2005 was $1.5 million, or $0.02
per diluted common share, compared with the prior year's first
quarter net loss of $8.7 million, or $0.21 per diluted common
share.

"While our top-line gains somewhat insulated us from a challenging
cost environment, we still experienced cost pressures in food,
labor and utilities.  In addition, we continue to make the
necessary investments in our menu, staffing and facilities in
order to provide our guests with the very best Denny's experience.
We credit the outstanding effort of all our team members as we
maintained our operating margins at levels equal to last year,"
Marchioli concluded.

                         Balance Sheet

As of March 30, 2005, Denny's $75 million revolver had no
outstanding advances, while letters of credit totaled $37.5
million, resulting in a net availability of $37.5 million.  In
addition, surplus cash totaled $16.7 million. On April 1, 2005,
Denny's made a scheduled interest payment on its 10% Senior Notes
of $8.6 million.

                       NASDAQ Relisting

Denny's has applied to be listed on the NASDAQ stock market and
anticipates action in response to the application by the end of
the second quarter 2005.

                       Business Outlook

Based on year-to-date results and management's expectations at
this time, Denny's reiterates its 2005 guidance previously issued
in February 2005.

Denny's anticipates total operating revenue for 2005 of between
$975 million and $985 million based on same-store sales increases
at both company and franchised units of approximately 2 to 3
percent.  With regard to new unit development, Denny's expects to
open 2 to 3 new company units while franchisees are expected to
open 15 to 20 new units.  Denny's anticipates earnings before
interest, taxes, depreciation and amortization (EBITDA) for 2005
of between $110 million and $115 million.  Included in anticipated
EBITDA is approximately $10 million of stock-based compensation
expense, along with other noncash and nonoperating items.  Denny's
anticipates 2005 capital spending of between $55 million and $65
million, including investments in a new point-of-sale system and
new company restaurant development.

                      About the Company

Denny's is America's largest full-service family restaurant chain,
consisting of 549 company-owned units and 1,036 franchised and
licensed units, with operations in the United States, Canada,
Costa Rica, Guam, Mexico, New Zealand and Puerto Rico.

At Mar. 30, 2005, Denny's Corporation's balance sheet showed a
$262,880,000 stockholders' deficit, compared to a $265,430,000
deficit at Dec. 29, 2004.


DIRECT INSITE: Dec. 31 Balance Sheet Upside Down by $2.5 Million
----------------------------------------------------------------
Direct Insite Corp. (OTCBB:DIRI), a global provider of Electronic
Invoice Presentment and Payment solutions, reported its financial
results for the year ended December 31, 2004.  Revenue from
continuing operations increased by $119,000 or 1.6% to $7,558,000
compared to revenue from continuing operations of $7,439,000 in
2003.  Revenue for the fourth quarter 2004 was $2,137,000,
including revenues derived from deployment of the IOL service in
the Asian Pacific geographic region and initial pilot of the
electronic payment function, compared to revenue of $1,511,000 for
the fourth quarter 2003, an increase of 41%.

Direct Insite reduced its loss from continuing operations 52% to
$1,571,000 for the year ended December 31, 2004, from $3,270,000
incurred during the year ended December 31, 2003.   In 2003 the
Company closed its Platinum Communications, Inc., operations which
resulted in a gain of $288,000 from discontinued operations in
2004 and a loss from discontinued operations of $1,912,000 in
2003.  This resulted in a net loss, after taxes, for the year
ended December 31, 2004, of $1,283,000, compared to a net loss,
after taxes, of $5,182,000 for the year ended December 31, 2003.

Direct Insite CEO and Chairman of the Board James A. Cannavino
said, "During 2004 our focus was on growing the installed base of
users of the Invoices on Line and continuing to expand the global
geographic coverage of our service for our customers.  In addition
to offering IOL in the Americas and Europe, IOL was deployed in
the Asian Pacific geographic region with the launch of IOL Japan
in the 4th quarter.  In addition to IBM, our largest user, other
Fortune 500 companies became users of our service directly and
through our customers.  At year-end 2004, in excess of 7,000,000
IOL invoices were being delivered to more than 5,000 corporations
around the world for our customers.  From the perspective of new
offerings or extensions to the product line, the company launched
'Invoice Approval and Payment' for use by the accounts payable
staff to monitor, review and pay vendors; and also began piloting
a new workflow and payment offering.  In summary, 2004 resulted in
an increase in the number of corporate users receiving invoices
via IOL, global geographic coverage was increased to become truly
worldwide, and extensions to the product line were brought to
market."

Headquartered in Bohemia, NY, Direct Insite Corp. employs a staff
of 56.  The Company's IOL solution is deployed in North and South
America, Asia Pacific and in the Europe/Middle East/Africa
geographic areas.  For more information about Direct Insite Corp.
call (631) 244-1500 or visit http://www.directinsite.com/

At Dec. 31, 2004, Direct Insite Corp.'s balance sheet showed a
$2,537,000 stockholders' deficit, compared to a $2,390,000 deficit
at Dec. 31, 2003.


DT INDUSTRIES: Wants Until July 6 to File a Chapter 11 Plan
-----------------------------------------------------------
DT Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio to extend the
period within which they have the exclusive right to file a
chapter 11 plan to July 6, 2005.   The Debtors also ask the Court
to extend the period within which they have the exclusive right to
solicit acceptances of that plan to Sept. 4, 2005.  

Julia W. Brand, Esq., at Coolidge Wall Womsley & Lombard, in
Dayton, Ohio, contends that the size and complexity of the
Debtors' chapter 11 cases warrants an extension of the Exclusivity
Periods.  She reminds the Court that there are 14 separate Debtors
in this proceeding.  When DT Industries, Inc., filed for
bankruptcy, it was a publicly traded company that, along with
several other Debtors, continued to operate its business, had
hundreds of employees, and was a party to numerous executory
contracts.  As stated in their schedules, the Debtors had over $15
million in assets and over $150 million in debt.  Accordingly, the
Debtors' cases are large and complex, presenting a substantial
number of legal questions and challenges in the areas of
bankruptcy, real estate, corporate law, labor, and intellectual
property.  For these reasons alone, Ms. Brand argues, an extension
of the Exclusive Periods is warranted to allow the Debtors more
time to formulate a plan.  

Ms. Brand tells the Court that the Debtors are working
cooperatively with their secured lenders, and, with the consent of
the Official Committee of Unsecured Creditors, consummated the
sale of substantially all of their assets to Assembly and Test
Worldwide, Inc.  The Debtors accomplished this feat in less than
two months, after they extensively marketed their property and
devised an expedited, but thorough, sale and auction process
approved by the Court, Ms. Brand boasts.

The Debtors then continued their efforts to sell their United
Kingdom subsidiaries.  These efforts resulted in a Court-approved
sale of the Debtors' United Kingdom subsidiaries, and certain
inter-company debt owed by the Debtors' United Kingdom
subsidiaries, to Managed Technologies Limited.

The Debtors expect to propose their plan soon, Ms. Brand says.  

Headquartered in Dayton, Ohio, DT Industries, Inc.
-- http://www.dtindustries.com/-- is an engineering-driven
designer, manufacturer and integrator of automated systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 12, 2004
(Bankr. S.D. Ohio Case No. 04-34091).  Ronald S. Pretekin, Esq.,
and Julia W. Brand, Esq., at Coolidge Wall Womsley & Lombard,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$150,593,000 in assets and $142,913,000 in liabilities.


EASTMAN KODAK: Moody's Pares Senior Unsec. Credit Rating to Ba2
---------------------------------------------------------------
Moody's Investors Service downgraded Eastman Kodak Company's
senior unsecured credit rating to Ba1 from Baa3 and its short term
rating to Not Prime from Prime-3, concluding a review initiated on
January 31st 2005.  Concurrently, Moody's assigned a new senior
implied rating of Ba1.  The rating outlook is negative.

The downgrade reflects Moody's expectation that Kodak's exposure
to its secularly declining traditional film businesses and its
simultaneous commitment to new business investment, including the
acquisition of Creo, Inc., are likely to result in low free cash
flow growth and elevated debt levels through at least 2007.   
Overall, the Ba1 rating reflects risks associated with the
company's execution of its strategy to migrate to a digital
business portfolio and the logistical (manufacturing) challenges
associated with this migration and to reduce its cost structure in
line with the diminishing traditional film business.  These risks
are mitigated by the company's still moderately healthy cash flow
generation and credit metrics.

Moody's considered Kodak in the context of key consumer and
commercial imaging rating drivers, including:

   1) Market Position.

      Kodak has solid positions within consumer and health
      traditional film businesses, production motion picture film
      markets, and digital health imaging markets.  However, the
      execution risk to grow positions in graphics markets,
      acquired through recent acquisitions, as well as competition
      it faces from Japanese digital camera manufacturers and
      digital camera cell phone manufacturers worldwide, are
      credit weaknesses.  

   2) Exposure to businesses in secular decline.

      The secular decline of the traditional film industry
      includes Moody's expectation for a more rapid decline in
      developed consumer markets, a slower paced decline of
      consumer film in emerging markets, a slower paced decline in
      health imaging markets, and, over the longer term, a decline
      in motion picture theatrical markets.

   3) Liquidity.

      Although Kodak's traditional businesses are in secular
      decline and the company is likely to continue investing
      heavily in new business development, the company's
      liquidity is ample, supported by positive free cash flow of
      $365 million for the trailing twelve months ended March 31,
      cash balances approximating $1 billion, and external
      liquidity from over $2 billion in available unsecured
      revolving credit facilities.

   4) Financial Metrics.

      Kodak's cash flow to debt metrics are likely to remain
      strong for at least the next several years as it pursues a
      digital business transition.  However, the company's return
      on assets for its consumer, graphics, and new technology
      businesses currently remains weak.

Kodak generates the majority of its consumer digital revenues from
its digital camera business, yet it faces relentless competition
from a number of Japanese digital camera manufacturers and
international manufacturers of cellular telephones with embedded
digital cameras, which Moody's expects will constrain Kodak's
digital camera profitability for at least the near term.  Moody's
views the company's near term prospects for profitability in
consumer imaging output markets more favorably, based on the
growing popularity of at retail printing and the company's
increased placements of digital kiosks.  However, in order to
achieve sizable operational profitability, Kodak must continue to
control costs for increasing throughput and maintaining uptime
across its growing installed base of kiosks, which Moody's
believes requires further execution.

The distribution portion of Kodak's approximate $1 billion
entertainment imaging business is subject to the disruptive
technology of digital cinema.  Beyond 2007, Moody's anticipates a
more rapid migration to digital cinema will negatively impact
Kodak's theatrical film distribution business for approximately
100,000 worldwide movie screens.

Earnings from Kodak's digital health imaging products and services
businesses provide meaningful credit support.  Kodak intends to
continue to use its presence in radiology (it has the largest
share of secularly declining X-ray film sales to the radiology
market) to expand its digital systems and services into a
worldwide electronic medical imaging market, which is mostly
unpenetrated.  Due in part to regulatory approval processes for
hospitals to receive funding, the company's health imaging
business benefits from a more gradual transition to digital, with
the decline of unit volume and revenues in the company's
traditional health businesses currently approximating negative 5%
per year, which is far lower than the current 20% secular decline
of consumer film.

Nevertheless, Moody's expects Kodak will continue to face
challenges to increase sales of its health division's digital
products and integration services profitably, given the complexity
of sourcing and assembling new digital product and service
offerings.  This challenge materialized in the health division's
fiscal 2005 first quarter operating performance when digital
product and services performance issues contributed to a year over
year quarterly decline to the health group's earnings from
operations.

Through recent graphics acquisitions, which absorbed 75% of the
company's spending related to its completed $3 billion acquisition
program, Kodak is establishing leading commercial graphics
communications market positions in workflow software, digital
plates, and high speed continuous inkjet markets.  Nevertheless,
the company faces execution challenges to build a solid presence
across the broader digital commercial graphics market, where it
faces competition from incumbents with a larger market presence.   
To finance its KPG and Creo acquisitions and to refinance
approximately $400 million of its debt maturing during 2005,
Moody's expects the company will increase debt outstanding to
$3.2 billion at fiscal year end 2005 from $2.3 billion at fiscal
year end 2004.

                           Rating Outlook

The negative rating outlook reflects the company's challenges to
increase its digital and new business operating profitability.  To
the degree that Kodak achieves its 2005 goal of generating between
$275 million and $325 million in digital earnings from operations,
provides evidence of further organic digital and new technology
operational earnings traction over the course of the next twelve
to eighteen months, and realizes lower cash restructuring
spending, the ratings outlook could be stabilized.  Conversely, if
the company fails to achieve these measures or if the decline of
the traditional business exceeds expectation, the ratings could be
downgraded.  Also, to the degree that Kodak refinances its
unsecured revolving credit facilities with secured facilities, the
company's senior unsecured debt could be notched lower.  Given the
negative ratings outlook, a ratings upgrade is very unlikely in
the intermediate term.

Based in Rochester, New York, the Eastman Kodak Company is a
worldwide vendor of imaging products and services.


ENRON CORP: Asks Court to Fix JP Morgan Claim at $232.6 Million
---------------------------------------------------------------
In April 1997, Enron Corp. monetized the value of its
headquarters building located at 1400 Smith Street in Houston,
Texas, pursuant to a synthetic lease financing structure.  Under
that structure, Brazos Office Holdings, L.P., acquired the fee
interest in Enron Center North with financing received from a
syndicate of banks, with JP Morgan Chase Bank, as Agent, pursuant
to a credit agreement dated April 14, 1997.

Contemporaneous with the Brazos Financing, Brazos and
Organizational Partner, Inc., a non-debtor affiliate of Enron,
entered into a Land and Facilities Lease Agreement dated
April 14, 1997, for Enron Center North, and Brazos collaterally
assigned the Prime Lease to the Agent to secure the obligations
of Brazos to the Agent and the Lenders.  Enron guaranteed OPI's
obligations under the Prime Lease to the Lenders.

OPI subsequently assigned its rights under the Prime Lease to
Enron Leasing Partners, L.P., a non-debtor affiliate of Enron.
Thus, OPI was released from liability under the Prime Lease.
Enron Property Management Corp., a non-debtor affiliate of Enron,
is the general partner of ELP.  ELP and Enron subsequently
entered into a Sublease dated as of April 14, 1997, pursuant to
which ELP subleased Enron Center North to Enron, the rights and
obligations of which were subsequently assigned by Enron to Enron
Property & Services Corp., a Reorganized Debtor.

The Prime Lease expired by its express terms in April 2002, at
which point ELP and Enron, as guarantor, were required to pay or
cause to be paid certain amounts in respect of Enron Center North
that were to be applied to repay the outstanding obligations to
the Lenders under the Credit Agreement.  These payments, which
were the sole obligations of ELP and Enron, were not made,
according to Martin A. Sosland, Esq., at Weil, Gotshal & Manges,
LLP, in New York.

Enron's bankruptcy filing constituted an Event of Default under
the terms of the Parent Guaranty, causing a cross-default under
the Prime Lease, Mr. Sosland relates.

On May 14, 2002, JPMC, on the Lenders' behalf, entered into a
Forbearance Agreement with ELP, Enron and EPSC pursuant to which,
among other things, the Lenders agreed to forbear exercise of
their remedies under the Transaction Documents for the period set
forth in the Forbearance Agreement and ELP agreed to make
payments for the Debtors' continued occupancy at Enron Center
North.  Certain of the Debtors continued to occupy the building
until March 2004; however, Mr. Sosland says, ELP, a non-debtor,
and Enron were the only parties contractually obligated to make
payments under the Forbearance Agreement.

On September 26, 2003, Enron and several of its affiliates
commenced an adversary proceeding against, among other persons,
the Agent and certain Lenders.

On or about December 16, 2003, Enron Center North was sold.

On or before the Bar Date, JPMC:

    (i) as Agent on behalf of the Lenders, filed Claim No. 11224;
        and

   (ii) on behalf of Brazos, filed Claim No. 11225,

against Enron for claims arising in connection with, among other
things, the Parent Guaranty, the Credit Agreement and the
Forbearance Agreement.

In addition, JPMC filed 70 proofs of claim against the Debtors
relating to the Brazos Financing.  Each of the JPMC Claims
asserts claims in an unliquidated amount against 70 Debtors
arising out of, in connection with, or related to:

    1. the Transaction Documents and any related documents;

    2. the use and occupancy of Enron Center North; and

    3. any acts or omissions of those Debtors, which may have
       harmed or caused damage to the Claimant, in connection
       with the Transaction Documents and any transactions
       undertaken pursuant or related thereto, or otherwise.

JPMC and other parties to the Brazos Financing, including the
Lenders filed nine additional claims.

A list of the JPMC and Brazos claims filed is available for free
at:

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

The Debtors ask the Court to:

    a. liquidate the Agent Claim in the amount of $232,614,047,
       subject to reduction, on a dollar-for-dollar basis, for any
       amounts received on account of any obligations under the
       Transaction Documents, subject to the claims raised in the
       Adversary Proceeding and the Objection, with any
       distribution in respect of the Agent Claim to be paid to
       the Disputed Claims Reserve pending resolution of the
       Adversary Proceeding and the Objection;

    b. disallow and expunge Claim No. 11225 as a duplicative
       claim; and

    c. disallow and expunge the JPMC Claims and the Brazos Claims.

Based on the Reorganized Debtors' books and records and as
calculated, Mr. Sosland tells the Court, the Guaranty Claim is
equal to $232,614,047, subject to reduction, on a dollar-for-
dollar basis, for any amounts received on account of any
obligations under the Transaction Documents.  Therefore, the
Reorganized Debtors believe that the Agent Claim should be
treated as a disputed, liquidated Claim against Enron in an
amount up to $232,614,047, without prejudice to and subject to
the claims and defenses asserted by the Debtors in the Adversary
Proceeding and the Objection.

Mr. Sosland asserts each of the JPMC Claims is based on claims
that should be disallowed and expunged in their entirety because:

    1. the Debtors do not have any liability with respect to the
       Contract Claims and the Occupancy Claims,

    2. the Contract Claims and the Occupancy Claims are
       duplicative of the Agent Claim, and

    3. the Claimant is unable to demonstrate that it can satisfy
       any of the elements required to establish the Fraud and
       Constructive Trust Claims.

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

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


FASTENTECH INC: March 31 Balance Sheet Upside-Down by $35.7 Mil.
----------------------------------------------------------------
FastenTech, Inc. reported results for its fiscal 2005 second
quarter and six months ended March 31, 2005.  Consolidated
reported results exclude the Company's Application-specific
segment, which is in the process of being divested and is reported
as discontinued operations.

                     Second Quarter Results

Net sales from continuing operations in the current quarter were
$78.6 million, an increase of $25.0 million or 46.5% higher than
$53.6 million recorded in the same period last year.  Current
quarter net sales results included $16.3 million from businesses
acquired after December 31, 2003.  Excluding sales from acquired
businesses, organic sales growth was 16.1%, reflecting broad based
demand from industrial customers, with specialized components up
21.5% due primarily to demand in the industrial and heavy truck
markets, and aerospace-grade components up 10.1%, primarily due to
increased demand from the military track vehicle and recreational
markets.

Operating income from continuing operations increased 18.8% to
$8.7 million in the current quarter compared to $7.3 million in
the prior-year quarter, which was due primarily to the positive
impact of results from acquired businesses.

The Company reported net income from continuing operations of
$0.4 million for its current quarter compared to $0.9 million for
the year ago second quarter.  The decrease relates to $1.2 million
of non-cash interest expense on the Company's redeemable preferred
stock recorded in accordance with Statement of Financial
Accounting Standards No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity",
which the Company adopted effective January 1, 2005.  This
standard requires that dividends associated with redeemable
preferred stock be included as interest expense in the income
statement.

"We achieved solid performance results in the second quarter,
reflecting continued growth momentum from the global industrial
markets we serve," said Ron Kalich, President and Chief Executive
Officer.  "We benefited both from solid organic growth due to
broad-based demand from our key industrial markets, as well as
from the acquisitions we completed over the past 18 months.
Moreover, we continued to build our core capabilities and global
reach with the completion of the Triumph asset acquisition, the
opening of a start up industrial manufacturing operation in
Northern China and integration of the acquisitions we completed
late last year."

                       Six-Month Results

Net sales from continuing operations for the current six-month
period increased 48.1%, or $46.9 million, to $144.5 million,
compared to $97.6 million recorded in the same period last year.
Current year to date net sales results included $26.5 million from
businesses acquired after September 30, 2003.  Excluding sales
from acquired businesses, organic sales growth was 20.9%,
reflecting broad based demand from industrial customers, with
specialized components up 26.5%, primarily in the industrial,
construction and heavy truck markets, and aerospace-grade
components up 13.4%, primarily due to increased demand from the
military track vehicle and recreational markets.

Operating income from continuing operations increased 32.4% to
$15.8 million in the current six-month period compared to $12.0
million in the prior-year six-month period, which was due in part
to the positive impact of results from acquired businesses.
Excluding the impact of acquired businesses, the current period
performance benefited from increased sales volume and the ability
to pass on price increases related to higher raw materials costs.

The Company reported net income from continuing operations of
$0.9 million for the current six-month period compared to $0.4
million for the year ago six-month period.

          Second Quarter and Six Months Proforma Results
                   from Continuing Operations

Due to the significant impact on results, the Company is
presenting proforma results as if the following acquisitions,
which were completed after the beginning of the first quarter of
fiscal 2004, had occurred as of the beginning of fiscal 2004:

    (1) Spiegelberg Manufacturing, Inc. (October 2003),
    (2) Gear & Broach, Inc. (February 2004),
    (3) MECO, Inc. (August 2004),
    (4) Spun Metals, Inc.,
    (5) GCE Industries, Inc., and
    (6) the assets of Special Processes of Arizona (December
        2004).

In the current second quarter, on a proforma basis, net sales from
continuing operations increased 19.4% to $78.6 million and
Adjusted EBITDA from continuing operations increased 7.9% to $11.9
million compared to a year ago in the second quarter.  For the
current six-month period, on a proforma basis, net sales from
continuing operations increased 22.2% to $151.9 million and
Adjusted EBITDA from continuing operations increased 15.3% to
$23.1 million.

                      Acquisition Update

On March 29, 2005, the Compay completed the previously announced
transaction with Triumph Engineered Solutions, Inc., to purchase
certain assets of Triumph's Brookfield, Wisconsin facility that
are used in the design and manufacture of land-based industrial
gas turbine engine components for approximately $6.0 million.  
This acquisition did not have a material impact on the results of
operations for the three and six month periods ended March 31,
2005.

                 Completion of Exchange Offer

On April 14, 2005, $145.0 million in aggregate principal amount of
the Company's outstanding Old Notes were tendered and exchanged
for a like principal amount of its new 11 1/2% senior subordinated
notes due 2011 ("New Notes").  The New Notes are substantially
similar to the Old Notes, except that the issuance of the New
Notes has been registered under the Securities Act of 1933, as
amended, and therefore are freely tradable.  Upon completion of
the exchange offer, the Company's obligation to pay the 1% penalty
interest rate on the Old Notes ceased.

                             Outlook

"We remain quite positive about our prospects for the balance of
fiscal 2005, assuming we continue to see the strong demand from
our key industrial markets that we've experienced thus far in
fiscal 2005," said Ron Kalich.

                         About the Company

FastenTech, Inc. -- http://www.fastentech.com/-- headquartered in  
Minneapolis, Minnesota, is a leading manufacturer and marketer of
highly engineered specialty components that provide critical
applications to a broad range of end-markets, including the power
generation, industrial, military, construction, medium- heavy duty
truck, recreational and automotive/ light truck markets.

At Mar. 31, 2005, FastenTech, Inc.'s balance sheet showed a
$35,719,000 stockholders' deficit, compared to a $36,582,000
deficit at Sep. 30, 2004.


FEDERAL-MOGUL: Judge Lyons Releases Mellon Bank from Lawsuit
------------------------------------------------------------
Federal-Mogul Corp. is a party to an adversary proceeding
commenced by Cellco Partnership, doing business as Verizon
Wireless.  Verizon Wireless seeks the return of $1,120,320,
including interest, which, according to Verizon Wireless, was
erroneously deposited by Mellon Bank, N.A., or Bank of America,
N.A., into Federal Mogul's account at BofA on September 8, 2000.  
The amount in the form of a check, Check No. 2499027, was supposed
to be deposited in the account of Kyocera Wireless Corp., as the
named payee.  Federal Mogul has no legal or equitable rights to
the Funds.

Verizon Wireless wants to hold Mellon Bank and BofA liable for
their mistakes in connection with the misdirection of the Funds.

After a series of discovery on the case, Verizon Wireless filed a
request for summary judgment against BofA and Mellon Bank.

BofA sought dismissal of the Complaint or, alternatively, for
summary judgment against Verizon Wireless.  Similarly, Mellon
Bank filed a request for summary judgment against Verizon
Wireless and against BofA.  Mellon Bank asserted that it has no
liability for paying a check drawn by Verizon Wireless.

Verizon Wireless subsequently withdrew its Complaint against
Mellon Bank, except for liability for violation of Section 4-401
of the Uniform Commercial Code.  Verizon Wireless argues that
Mellon Bank has no right under Section 4-401 to charge its
account for the check payable to Kyocera that BofA had credited
to the account of Federal-Mogul.

Mellon Bank asserts that it relied on Section 4-205 of the
Uniform Commercial Code that imposes a warranty on BofA, which is
the depositary bank, that funds have been credited to the proper
account.  The sole liability for breach of that warranty, Mellon
Bank says, lies with BofA.  Mellon Bank argues that Section 4-401
does not apply because Section 4-205 provides the sole remedy.

After considering the parties' arguments, Judge Lyons denies:

   -- BofA's request to dismiss the Complaint and its request for
      summary judgment against Verizon Wireless; and

   -- Verizon Wireless' summary judgment request against BofA.

Mellon Bank's request for summary judgment is granted.

Judge Lyons finds that Mellon Bank was entitled to charge Verizon
Wireless' account because the check was properly payable.  
Section 4-401 imposes liability on a drawee bank only by negative
implication.  The Court notes that Section 4-401 does not
explicitly fix liability of a bank to its customer "but one must
infer that, unless the statute authorizes a bank to charge its
customer's account, it may not; and, if a bank charges a
customer's account for an item that is not authorized, the bank
must reverse the entry."  Section 4-205(1) makes a depositary
bank a holder of an item if a customer delivers the item to the
bank for collection.

Judge Lyons finds that Kyocera, as payee, delivered Check No.
2499027 to BofA as Kyocera's depositary bank, for collection.  
Under Section 4-205, BofA became the holder of the check and
entitled to enforce it.  The check was payable when presented by
BofA and Mellon Bank, as the drawee/payor bank, was entitled to
charge the account of the drawee, Verizon Wireless.

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


FEDERAL-MOGUL: Opts Not to Extend $1.4B Exit Financing Commitment
-----------------------------------------------------------------
Federal-Mogul Corporation (OTCBB:FDMLQ) chose not to extend its
$1.4 billion exit financing commitment, allowing it to realize
significant savings.  This commitment is not required at this
stage of the Company's exit emergence proceedings.

Federal-Mogul's $500 million debtor-in-possession credit facility
is not impacted by this decision.  The company continues to have
access to this facility and is in compliance with all of the terms
of this agreement.

When confirmation of the conclusion of the company's emergence
proceedings is established, Federal-Mogul will look to reinstate
the exit financing commitment.  Federal-Mogul continues to work
toward emergence while meeting the expectations of its customers
and various stakeholders.

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.


FEM ONE: Losses & Deficit Prompt Going Concern Doubt in Form 10-K
-----------------------------------------------------------------
FemOne California delivered its Form 10-KSB for the fiscal year
ended Dec. 31, 2004, to the Securities and Exchange Commission
last month.  In its Audit Report, Peterson and Co., LLP, expressed
substantial doubt about FemOne's ability to continue as a going
concern due to the Company's recurring losses from operations and
stockholders' equity deficiency.

FemOne's net loss for the year ended December 31, 2004, increased
to $3,138,728 from $1,403,340 from the year ended December 31,
2003.  The overall increase in net loss of approximately 58% from
2003 is due primarily to the overall increase in expenses FemOne
experienced during 2004 and was partially offset by the increase
in gross profits generated during the same period.  As of
December 31, 2004, the Company had cash reserves of $720,468 and
working capital of $822,613.  Management anticipates that the
Company's current cash reserves together with anticipated revenue
growth to be adequate through mid 2005.  However, FemOne will need
to raise additional funds during 2005 to allow for its ability to
continue to operate and pursue expansion and marketing plans.  The
ability for FemOne to continue as a going concern is dependent
upon its success in obtaining adequate capital.  If unable to
raise funds through a contemplated sales of its equity securities
in private transactions exempt from registration under applicable
federal and state securities laws, management indicates the
Company could be forced to cease operations.

In order to continue as a going concern, develop and grow its
customer base and revenues, and achieve a profitable level of
operations, FemOne will need, among other things, additional
capital resources.  Management's plans to obtain such resources
for FemOne include:

     (1) raising additional capital through sales of common stock,
         the proceeds of which would be used to improve the
         marketing effort of all of its product lines; and

     (2) preserving cash resources by attracting and retaining
         employees and supplementing their pay with incentive
         stock options.

In addition, the Company's majority stockholders have committed to
fund expected shortfalls, if necessary, for a certain period to
attain Company goals.  This has been demonstrated in the past as
evidenced by stockholder notes and deferred salaries described in
the footnotes to audited financial statements.

                        About the Company

FemOne California was initially incorporated in the State of
California on March 15, 2002 as 2Chansis, Inc.  In July 2001 2SIS
L.L.C. (aka 2SIS, Inc.) was formed to become a direct selling
company selling cosmetics to college-aged girls.  On May 1, 2002,
2Chansis, Inc. and 2 SIS L.L.C. merged together pursuant to a
general conveyance and assignment agreement. On November 8, 2002,
2Chansis, Inc. changed its name to FemOne, Inc.

The Company offers its customers a variety of products to promote
health and wellness using two marketing channels, Direct Sales
through a team of independent sales representatives, and Direct
Response through televised shopping.  The Company markets products
under four product lines, BIOPRO Technology, FemOne Nutritionals,
Channoine Cosmetics and 2SIS Cosmetics.  All of its products are
available for sale in the United States and in Canada, through
affiliate FemOne/BIOPRO Canada.  BIOPRO Technology products are
also available for sale in Australia and New Zealand through the
Company's subsidiary BIOPRO Technology Australasia Pty, LTD.


FIRST HORIZON: Fitch Assigns Low-B Ratings on Two Mortgage Certs.
-----------------------------------------------------------------
Fitch rates First Horizon Asset Securities Inc. mortgage pass-
through certificates, series 2005-3:

       -- $229.7 million class A-1 through A-9, A-PO, and A-R
          certificates 'AAA'.

       -- $3,106,000 classes B-1 'AA';

       -- $1,265,000 class B-2 'A';

       -- $690,000 class B-3 'BBB';

       -- $460,000 class B-4 'BB';

       -- $345,000 class B-5 'B'.

The class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.70%
subordination provided by:

         * the 1.35% class B-1,
         * the 0.55% class B-2,
         * the 0.30% class B-3,
         * the 0.20% privately offered class B-4,
         * the 0.15% privately offered class B-5 and
         * the 0.15% privately offered class B-6 certificates.

The ratings on the class B-1, B-2, B-3, B-4, and B-5 certificates
are based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults, as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the servicing
capabilities of First Horizon Home Loan Corporation, currently
rated 'RPS2' by Fitch.

As of the cut-off date, April 1, 2005, the pool consists of 437
conventional, fully amortizing, 30-year fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $230,017,639.
The average principal balance of the loans in this pool is
approximately $526,356.  The mortgage pool has a weighted average
original loan-to-value ratio of 67.96%.  The weighted average FICO
score is approximately 744.  The states that represent the largest
portion of the mortgage loans are:

                * California (28.91%),
                * Washington (9.24%),
                * Virginia (8.46%),
                * Maryland (7.65%), and
                * Massachusetts (7.12%).

All other states represent less than 5% of the pool as of the cut-
off-date.

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

All of the mortgage loans were originated or acquired in
accordance with First Horizon Home Loan Corporation's underwriting
guidelines.  The trust, First Horizon Mortgage Pass-Through Trust
2005-3, was created for the sole purpose of issuing the
certificates.  For federal income tax purposes, an election will
be held to treat the trust as multiple real estate mortgage
investment conduits.  The Bank of New York will act as trustee.


FISHER SCIENTIFIC: Prices 8-1/8% Sr. Subordinated Notes Due 2012
----------------------------------------------------------------
Fisher Scientific International Inc. (NYSE: FSH) reported the
pricing terms of the previously announced tender offer and consent
solicitation for its 8-1/8% senior subordinated notes due 2012.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not revoked prior to 5 p.m. Eastern Daylight
Time on April 27 is $1,108.94, which includes a consent payment of
$30.  The total consideration was determined by reference to a
fixed spread of 75 basis points over the bid-side yield of the
3-3/4% U.S. Treasury Note due March 31, 2007, which was calculated
at 2 p.m. EDT on April 28.  The reference yield and the tender
offer yield are 3.604 percent and 4.354 percent, respectively.  
Holders of Notes tendered on or prior to the Consent Payment
Deadline will also receive accrued and unpaid interest on the
Notes up to, but not including, the initial payment date for the
Offer, which is expected to be on or about April 29.

Holders tendering their Notes after the Consent Payment Deadline,
but on or prior to midnight EDT on May 11 will receive the tender
offer consideration of $1,078.94 per $1,000 principal amount of
Notes tendered, but will not receive the consent payment.  In
addition, holders of Notes tendered after the consent payment
deadline will receive accrued and unpaid interest on the Notes up
to, but not including, the final payment date for the Offer, which
is expected to be on or about May 12.

The tender offer is scheduled to expire at midnight EDT on May 11,
unless extended.

As of the Consent Payment Deadline, the company had received
tenders and consents for $289.7 million in aggregate principal
amount of Notes, representing approximately 95.3 percent of the
outstanding Notes.

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

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

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

                          *     *     *  

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

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


FREMONT HOME: Moody's Puts Ba1 Rating on $12.10M Class M10 Certs.
-----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued in Fremont Home Loan Trust 2005-A
transaction, and ratings ranging from Aa1 to Ba1 to the mezzanine
certificates in the deal.

The securitization is backed by 5,904 subprime, first lien
mortgage loans, of which 85.74% are adjustable-rate and 14.26% are
fixed-rate, originated by Fremont Investment & Loan.  The ratings
are based primarily on the credit quality of the loans and on the
protection from subordination, overcollateralization, and excess
spread.

Wells Fargo Bank, N.A. will act as Master Servicer for the loans
in this transaction.

Fremont will act as servicer for the loans in this transaction.

The complete rating actions are as follows:

Issuer:     Fremont Home Loan Trust 2005-A
Securities: Mortgage-Backed Certificates, Series 2005-A

   * Class 1-A-1 $348,240,000 Aaa
   * Class 1-A-2 $87,060,000 Aaa
   * Class 2-A-1$198,400,000 Aaa
   * Class 2-A-2 $267,900,000 Aaa
   * Class 2-A-3 $29,379,000 Aaa
   * Class M1 $55,653,000 Aa1
   * Class M2 $55,653,000 Aa2
   * Class M3 $26,012,000 Aa3
   * Class M4 $21,172,000 A1
   * Class M5 $19,963,000 A2
   * Class M6 $18,148,000 A3
   * Class M7 $18,148,000 Baa1
   * Class M8 $14,518,000 Baa2
   * Class M9 $15,728,000 Baa3
   * Class M10 $12,098,000 Ba1


GENOIL INC: Grants Stock Option Incentives to Directors
-------------------------------------------------------
Genoil Inc. (TSX VENTURE:GNO) (OTCBB:GNOLF) has granted incentive
stock options to certain directors and employees to acquire up to
an aggregate of 1,550,000 common shares of the Corporation.  All
of the 1,550,000 options were granted with an exercise price of
$0.33. 850,000 of the options granted vest immediately with the
remaining 700,000 options vesting on February 4, 2006.  Of these
options granted, 1,050,000 were granted to directors and 500,000
were granted to employees in respect of investor relations
activities.

Genoil, Inc. -- http://www.genoil.net/-- is an international   
technology development company providing solutions to the oil and
gas industries through the use of proprietary technologies, which
represent significant breakthroughs in commercial applications.
The company's flagship product, the Genoil Hydroconversion
Upgrader -- GHUTM, combines hydrogen with carbon in order to
convert bitumen, heavy oil and refinery residue into light, sweet
synthetic oil with higher yields of transportation fuels.  The
GHUTM also eliminates a majority of contaminants such as sulfur
and nitrogen from the feed, and can either be easily integrated
into existing refinery infrastructures or be built as a stand-
alone unit.  Genoil believes that by upgrading the 13 million
bbls/d of refinery residuals into lighter distillates, the
dependency of the world on Middle Eastern light oil can be
significantly decreased.  The company is headquartered in Alberta,
Canada with offices in New York, Mexico, Columbia, Ecuador, Peru,
Russia, Saudi Arabia, and Bahrain, with coverage in numerous other
countries.

                         *     *     *

                      Going Concern Doubt

The Company's latest filings with the Securities and Exchange
Commission indicate that it hasn't attained commercial operations
from its various patents and technology rights and continues to
incur losses.  At September 30, 2004, the Company had a working
capital deficiency of $5,121,092, including a note payable and
accrued interest in the amount of $2,959,332 due in January 2005.
The future of the Company is dependent upon its ability to
maintain the continued financial support of the note holder, and
obtain adequate additional financing to fund the development of
commercial operations.  Those factors caused Genoil's auditors to
express doubt about the company's ability to continue as a going
concern.


GRANDE COMMUNICATIONS: S&P Affirms CLEC's CCC+ Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
San Marcos, Texas-based integrated telecommunications and cable TV
provider Grande Communications Holdings Inc. to stable from
developing.  Ratings on the company, including the 'CCC+'
corporate credit rating, were affirmed.

"While longer-term uncertainty still exists as to Grande's ability
to compete against incumbent cable TV operator Time Warner Cable
Inc., given expectations that Time Warner will deploy Internet
protocol (IP) telephony in Grande's markets, the company has
alleviated our concern about near-term business risk," explained
Standard & Poor's credit analyst Catherine Cosentino.  "Moreover,
Grande's near-term liquidity, while limited, is adequate to
support the current rating over the next year."

Grande operates in two historically extremely challenging niches.
Its primary business is as an overbuilder to the entrenched cable
operator -- a business model that has generally not prevailed.

Its smaller business is as a competitive local exchange carrier
(CLEC) competing with the regional Bell operating companies
(RBOCs) -- and the CLEC industry has a similar record of very
limited viability.

The ratings therefore incorporate Grande's high degree of business
risk, as well as its aggressive financial leverage.


GSI GROUP: S&P Rates Proposed $125 Mil. Sr. Unsec. Notes at B-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to GSI Group Inc.  At the same time, Standard &
Poor's assigned its 'B-' senior secured rating to the proposed
$125 million senior unsecured notes due in 2013, issued to redeem
GSI's existing senior subordinated notes and other debt. GSI is
the primary operating company.  All of the company's subsidiaries
will be designated restricted subsidiaries.  The outlook is
stable.

Based in Assumption, Illinois, GSI is the largest global
manufacturer of grain equipment and swine production systems and
is one of the largest manufacturers of poultry production systems.
These industries are cyclical and seasonal.

"Lean manufacturing initiatives should enable the company to
maintain relatively stable profitability and cash flow
generation," said Standard & Poor's credit analyst Natalia
Bruslanova.  "We expect free cash flow to be dedicated primarily
to debt reduction.  Still, upside rating potential is limited by
an expectation that leverage will remain fairly high.  Downside
risk could be driven by an inability to manage seasonal working
capital swings adequately, leading to unduly restricted liquidity.
In addition, pursuing acquisitions before credit measures are
improved may lead to deterioration of the rating."

GSI's competitive position within the industry benefits from its
recognizable and reputable brand and established distribution
network.  While GSI has a broad geographical customer base,
revenue diversity is weak because its end markets are confined to
the cyclical agricultural sector.  Long-term opportunities for GSI
are strongest in developing markets.

On April 12, 2005, GSI announced that it was being acquired by
Charlesbank Capital Partners.  The aggregate debt level will not
change materially following the acquisition.  The company should
benefit from increased management depth under its new owner.


GSMPS MORTGAGE: Moody's Rates Cert. Classes B4 & B5 at Low-B
------------------------------------------------------------
Moody's Investors Service has assigned Aaa to B2 ratings to the
senior and subordinate classes of the GSMPS Mortgage Loan Trust
2005-RP2 Mortgage Pass-Through Certificates.  The transaction
consists of the securitization of FHA insured and VA guaranteed
reperforming loans virtually all of which were repurchased from
GNMA pools.

The credit quality of the mortgage loans underlying securitization
is comparable to that of mortgage loans underlying subprime
securitizations.  However after the FHA and VA insurance is
applied to the loans, the credit enhancement levels are comparable
to the credit enhancement levels for prime-quality residential
mortgage loan securitizations.  The insurance covers a large
percent of any losses incurred as a result of borrower defaults.   
Moody's expects collateral losses to range from 0.40% to 0.50%.

The Federal Housing Administration is a federal agency within the
Department of Housing and Urban Development whose mission is to
expand opportunities for affordable home ownership, rental
housing, and healthcare facilities.  The Department of Veterans
Affairs -- VA, formerly known as the Veterans Administration, is a
cabinet-level agency of the federal government.  The rating of
this pool is based on the credit quality of the underlying loans
and the insurance provided by FHA and the guarantee provided by VA
Specifically, about 82% of the loans have insurance provided by
FHA, 17% from the VA, and 1% from the Rural Housing Service --
RHS.  The rating is also based on the structural and legal
integrity of the transaction.

The complete rating action is:

   * 1AF $686,411,000 Variable Aaa
   * 1AS Notional Amount Variable Aaa
   * 1A2 $27,041,000 7.50% Aaa
   * 1A3 $22,934,000 8.00% Aaa
   * 1A4 $15,322,000 8.50% Aaa
   * AX Notional Amount 8.50% Aaa
   * 2A1 $52,126,000 Variable Aaa
   * B1 $5,367,000 Variable Aa2
   * B2 $3,713,000 Variable A2
   * B3 $2,889,000 Variable Baa2
   * B4 $2,889,000 Variable Ba2
   * B5 $2,063,000 Variable B2

The notes are being offered in privately negotiated transactions
without registration under the 1933 Act.  The issuance was
designed to permit resale under Rule 144A.


HOLMES GROUP: S&P Rates Proposed $85 Million Loan Facility at B
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on small
appliance manufacturer The Holmes Group Inc. to positive from
stable.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit and 'B' senior secured debt ratings on the Milford,
Massachusetts-based company.

In addition, Standard & Poor's assigned its 'B' rating to the
company's proposed $85 million tack-on term loan facility, with a
'3' recovery rating, indicating that the asset values provide
lenders with the expectation of meaningful recovery of principal
(50%-80%) in a payment default scenario.

Standard & Poor's also raised its recovery rating on the company's
existing $234 million term loan to '3' from '4'.  Proceeds from
the loan will be used to refinance the company's existing second
lien term loan.  At Dec. 31, 2004, about $333.4 million in debt
was outstanding.

"The outlook revision follows Holmes' continued success with its
line of small appliances for kitchen use, and profit improvement
in recent periods," said Standard & Poor's credit analyst Martin
S. Kounitz.  Holmes has been outperforming its peer group, and
continues to make market share gains.  Additionally, Holmes'
financing costs will be lower following the current refinancing.

EBITDA for the fiscal year ended Dec. 31, 2004, rose 5% from
fiscal 2003.  Profitability rose due to:

    (1) greater shipments of products sold internationally,

    (2) higher new product sales, and

    (3) cost reductions from the company's shift of production to
        both owned and third-party factories in China.

The company's Crock Pot line of slow cookers was a strong
contributor to profitability.


KEY ENERGY: Lenders Agree to May 31 Deadline for Tardy Financials
-----------------------------------------------------------------
Key Energy Services, Inc. (OTC Pink Sheets: KEGS) disclosed that
the lenders under its revolving credit facility have amended --
again -- the terms of the facility to extend to May 31, 2005, the
date by which the Company must deliver audited financial
statements for 2003.  The lenders also agreed to extend until July
31, 2005, the date by which the Company must deliver quarterly
financial statements and audited financial statements for 2004.  
Accordingly, the Company continues to be able to borrow under the
revolving credit facility and to obtain letters of credit.

The Company currently has outstanding borrowings of $48 million
and outstanding letters of credit of $82.1 million.  In addition,
as of April 27, 2005, the Company has cash balances of
approximately $109.6 million.  The Company believes that it has
adequate cash flow and liquidity to fund its current activities.  
The terms of the amendment are otherwise similar to those set
forth in the prior amendments announced on April 7, 2004,
September 2, 2004, December 20, 2004 and March 31, 2005.  The
Company will pay waiver fees of approximately $375,000 to the
lenders and an administrative fee to the administrative agent in
consideration of the amendment.

The Company is in discussions with its equipment lessors in order
to seek similar waivers.

Key Energy Services, Inc., is the world's largest rig-based,
onshore well service company.  The Company provides diversified
energy operations including well servicing, contract drilling,
pressure pumping, fishing and rental tool services and other
oilfield services.  The Company has operations in all major
onshore oil and gas producing regions of the continental United
States and internationally in Argentina and Egypt.

                          *     *     *

In late-March, the company said that it was talking to a
representative of the bondholders for a waiver of the financial  
reporting delay.  The Company has not said whether it obtained a  
waiver from that representative.  The company has two public bond  
issues outstanding:  

     * $150,000,000 of 6-3/8% Senior Notes due May 1, 2013; and  
     * $275,000,000 of 8-3/4% Senior Notes due March 1, 2008.  

This latest waiver extends the deadlines reported in the Troubled
Company Reporter on April 1, 2005, by a month.  

KEY ENERGY SERVICES, INC., is party to a Fourth Amended and  
Restated Credit Agreement, dated as of June 7, 1997, as amended  
and restated through November 10, 2003, and as amended by that  
certain Waiver And First Amendment To Credit Agreement dated as of  
April 5, 2004, as further amended by a MODIFICATION OF WAIVER AND  
SECOND AMENDMENT TO CREDIT AGREEMENT dated as of August 31, 2004,  
with a consortium of LENDERS comprised of:  

     * PNC BANK, NATIONAL ASSOCIATION,  
       individually and as Administrative Agent  

     * WELLS FARGO BANK, NATIONAL ASSOCIATION, successor-by-merger  
       to Wells Fargo Bank Texas, National Association,  
       individually and as Co-Lead Arranger  

     * CALYON NEW YORK BRANCH, individually and as Syndication  
       Agent  

     * BANK ONE, NA, individually and as Co-Documentation Agent  

     * COMERICA BANK, individually and as Co-Documentation Agent  

     * BNP PARIBAS  

     * GENERAL ELECTRIC CAPITAL CORPORATION  

     * HIBERNIA NATIONAL BANK  

     * NATEXIS BANQUES POPULAIRES and  

     * SOUTHWEST BANK OF TEXAS, N.A.  

providing the company with up to $150,000,000 (reduced from
$170,000,000 in March 2005) of revolving credit to back letters of
credit.  


LAC D'AMIANTE: Wants More Time to File Schedules & Statements
-------------------------------------------------------------
Lac d'Amiante Du Quebec Ltee and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division, for an extension until June 10, 2005, to prepare
and file its schedules, lists and financial statements pursuant to
bankruptcy rule 1007.

Due to the large number of creditors involved in the chapter 11
proceedings, the Debtors need more time to compile and verify the
accuracy of the data required for the preparation and filing of
the schedules and statements.

Headquartered in Tucson, Arizona, Lac d'Amiante Du Quebec Ltee,
fka Lake Asbestos of Quebec, Ltd., and its affiliates, are all
non-operational and dormant subsidiaries of ASARCO Inc., nka
ASARCO LLC.  ASARCO mines, smelts and refines copper and
molybdenum in the United States and Peru.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 11,
2005 (Bankr. D. Ariz. Case No. 05-20521).  Nathaniel Peter Holzer,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they each estimated assets
and debts of more than $100 million.


LANDIS INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Landis Inc.
        P.O. Box 196
        Mount Holly Springs, Pennsylvania 17065

Bankruptcy Case No.: 05-02823

Type of Business: The Debtor specializes in steel erection, steel
                  fabrication, rigging, welding, engineering, and
                  metal repair.

Chapter 11 Petition Date: April 28, 2005

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Craig A. Diehl, Esq.
                  Law Offices of Craig A. Diehl
                  3464 Trindle Road
                  Camp Hill, Pennsylvania 17011-4436
                  Tel: (717) 763-7613
                  Fax: (717) 763-8293

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


LEXAM EXPLORATIONS: Dec. 31 Balance Sheet Upside-Down by C$443,602
------------------------------------------------------------------
Lexam Explorations Inc. (TSX VENTURE:LEX.H) recorded a loss of
$2,533,336 during the three months ended December 31, 2004,
compared to a loss of $31,384 during the corresponding period in
2003.  During the year ended December 31, 2004, Lexam recorded a
loss of $2,618,333 compared to earnings of $169,486 during 2003.  
The loss during the quarter and the year resulted from the
Company's decision to write-off all accumulated resource
properties balances following the decision by Lexam's partner on
its oil & gas project, Petro-Hunt LLC, to discontinue further work
on the Baca oil & gas property.  Earnings during 2003 are largely
the result of a gain on the sale of marketable securities of
$219,718, as well as a decrease in the non-cash provision for
outstanding work commitments at Sage Creek which resulted in a
gain of $66,804. At December 31, 2004, the Company had cash of
$11,932, compared with $124,060 at December 31, 2003.

       Financial Condition and Baca Oil & Gas Project Update

Lexam is currently not able to continue its exploration efforts
and discharge its liabilities in the normal course of business,
and may not be able to ultimately realize the carrying value of
its assets, subject to, among other things, being able to raise
sufficient additional financing to fund its exploration programs.  
The Company is evaluating alternatives to address these issues,
including joint venturing certain properties and seeking
additional sources of debt or equity financing.

Lexam was informed by Petro-Hunt during the fourth quarter that
they decided against further exploration and development of the
Baca Project.  However, significant effort was expended by Petro-
Hunt on 2-D seismic data acquisition, processing and modelling
during the property evaluation phase.  Lexam has requested and
received from Petro-Hunt the raw data on the property that has
been produced during 2004, however, Lexam has not yet had an
opportunity to evaluate or process the data.  In light of the
Company's financial situation and inability to further develop the
project subsequent to Petro-Hunt's decision to discontinue further
work, the Company decided during the fourth quarter of 2004 to
write-off the resource properties balance of $2,527,638.

On February 18, 2005, the Company's listing on the TSX Venture
Exchange was transferred to the NEX board of the TSX-V due
primarily to the Company's lack of sufficient operating capital.  
The NEX board allows Lexam's shares to continue trading while it
seeks alternative financing or other joint venture partners to
resume exploration activities. Without such alternative funds or
joint venture partners, Lexam is not expected to be able to
conduct any exploration or development work during 2005.

The Company had cash on hand of $11,932 at December 31, 2004.  
Current assets (including cash) totalled $15,684 compared to
current liabilities of $459,286.

At Dec. 31, 2004, Lexam Explorations' balance sheet showed a
C$443,602 stockholders' deficit, compared to C$2,174,731 of
positive equity at Dec. 31, 2003.


MAULDIN-DORFMEIER: Taps Walter Law Group as Bankruptcy Counsel
--------------------------------------------------------------
Mauldin-Dorfmeier Construction, Inc., asks the U.S. Bankruptcy
Court for the Eastern District of California for permission to
employ Walter Law Group as its bankruptcy counsel.

Walter Group is expected to:

   a. take all necessary action to protect and preserve the
      estate, including:

      -- the prosecution of actions and adversary or other
         proceedings on the estate's behalf;

      -- the defense of any actions and adversary proceedings
         against the estate;

      -- negotiations concerning all disputes and litigation in
         which the estate is involved, and

      -- the filing and prosecution of objections to claims filed
         against the estate;

   b. prepare, on behalf of the Debtors, necessary applications,
      motions, answers, orders, briefs, reports and other papers
      in connection with the administration of the estate;

   c. develop, negotiate and promulgate a plan; and

   d. perform all other legal services requested.

Riley C. Walter, Esq., is the lead attorney for the Debtors.  
Walter Law Group does not disclose its hourly billing rates.  

Walter Law Group assures the Court that it does not represent any
interest adverse to the Debtors or their estates.

Headquartered in Fresno, Calif., Mauldin-Dorfmeier Construction,
Inc., provides construction services.  The Company is owned 50%
each by Patrick Mauldin and Alan Dorfmeier, who are president and
vice president, respectively.  The Company filed for chapter 11
protection on Feb. 29, 2005 (Bankr. E.D. Calif. Case No. 05-
11402).  When the Debtor filed for protection from its creditors,
it estimated between $10 million to $50 million in assets and
debts.


MCI INC: Verizon Submits New $8.4 Billion Bid; Qwest Drops Offer
----------------------------------------------------------------
Qwest Communications International said it won't pursue its
bid to acquire MCI Inc. after MCI's board of directors unanimously
determined that a revised $8.4 billion offer from Verizon
Communications Inc. is superior to the $9.75 billion offer
received from Qwest on April 21.

Verizon's revised offer provides at least $26.00 per MCI share
comprised of $5.60 in cash which would be paid upon approval of
the transaction by MCI's shareholders, plus the greater of 0.5743
Verizon shares for every share of MCI Common Stock or Verizon
shares or cash valued at $20.40.  While MCI shareholders benefit
from a "floor" of $20.40, they also benefit from the upside
potential of an increase in Verizon's stock price.

In making its determination and in assessing the latest offers
from Verizon and Qwest, MCI's Board carefully weighed the expected
range of potential values for MCI's shareholders under each offer
as well as the risks to achieving those values.

In comparing the financial terms of Verizon's revised offer to
Qwest's offer, MCI's Board considered 10 factors, among others:

   -- the changing competitive nature of the telecommunications
      industry and the expected competitive position of a combined
      Verizon/MCI versus a combined Qwest/MCI;

   -- the increasing need for scale and comprehensive wireless
      capabilities;

   -- reduction of access costs;

   -- the level and achievability of synergies;

   -- the size of Qwest's contingent liabilities and the risks
      associated with those liabilities;

   -- the range of possible values for tax savings that could
      result from Qwest's net operating losses;

   -- relative strengths of Verizon's and Qwest's capital
      structures;

   -- the ongoing ability to sustain network service quality both
      prior to consummation and in connection with achieving
      promised synergies;

   -- the capacity and commitment to and invest in new
      capabilities; and

   -- ensuring ongoing customer confidence among MCI's large
      enterprise and government customers.

In addition, MCI's Board noted that a large number of MCI's most
important business customers had indicated that they prefer a
transaction between MCI and Verizon rather than a transaction
between MCI and Qwest.  Additionally, as their contracts come up
for renewal, a number of customers have also requested rights to
terminate their arrangements with MCI in the event of a Qwest
transaction.  These customer concerns, in the Board's view, pose
risks in connection with a Qwest transaction that could negatively
impact the value of the equity stake in a combined Qwest/MCI to be
received by MCI's shareholders under Qwest's offer.

"From the standpoint of risk versus reward, Verizon's revised
offer presents MCI with a stronger, superior choice," said
Nicholas deB. Katzenbach, MCI Board Chairman.  "Shareholders
receive enhanced value with greater assurance that the transaction
will create additional shareholder value."

Ivan Seidenberg, Verizon's chairman and CEO, said, "We note MCI's
concerns about the impact on its business of the present
uncertainty about its future.  Verizon is committed to a business
plan for MCI that will achieve cost savings in an orderly fashion
while maintaining the integrity and scope of MCI's services.  We
believe Verizon's commitment to build upon MCI's strengths will
effectively address the concerns expressed by MCI's customers.  
The Verizon-MCI combination will deliver large-business and
government customers a complete range of state-of-the art products
and services, with end-to-end connectivity on the most
sophisticated IP (Internet Protocol) based network, including
wireless voice and data services.  We believe Verizon shareholders
will benefit from the merger because it will enable us to rapidly
and cost-effectively accelerate our Enterprise strategy and be a
leading competitor in this important market."

The transaction requires approval by MCI shareholders, and
regulatory approvals, which the companies are targeting to obtain
in about a year.  The proxy statement is currently under review by
the SEC, and both Verizon and MCI look forward to a shareholder
vote this summer.

                     Latest Qwest Proposal

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

               Prior MCI/Verizon Merger Agreement

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

                        Qwest Surrenders

"We believe that the decision of the MCI board to once again favor
Verizon is another example of that board's failure to accept the
offer that maximizes shareowner value.  We do note that the
declaration of 'superiority' for our $30 offer contained no
discussion of the factors the MCI board now describes as reasons
$30 is not deemed greater than $26.

"It is no longer in the best interests of shareowners, customers
and employees to continue in a process that seems to be
permanently skewed against Qwest. We pursued MCI with tenacity and
discipline and feel strongly that our bid would have brought far
more value to MCI shareholders. Unfortunately, the latest in a
string of decisions reconfirms what we have believed all along:
that MCI never intended to negotiate in good faith with Qwest nor
maximize shareowner value.

"It appears that MCI's board of directors has surrendered control
of the bidding process once again. By accepting a lower offer,
without even contacting Qwest, and by reportedly allowing Verizon
to instruct MCI to impugn Qwest, it is only fair to conclude that
MCI is more interested in bending to Verizon's will than serving
its shareholders.

"As we will describe in detail on our earnings call on Tuesday,
several of the statements that the MCI board made in justifying
its decision to not accept Qwest's merger proposal do not
accurately reflect the positive trends in the Qwest business.  For
example, Qwest's confidence in its synergy estimate is bolstered
by the success it had reducing wireline facility costs by more
than $600 million (or 18 percent) in 2004 and being the only RBOC
to show margin expansion in the wireline business. These successes
were accompanied by continuing improvements in key customers'
satisfaction and network-quality metrics that achieved the highest
perceived levels in the history of the company, as measured by
third-party results.

"Regarding the capacity and commitment to invest in new
capabilities, Qwest has been a leader in offering new broadband
services, including naked DSL, VoIP and other innovative data
offerings.

"With respect to wireless offerings, Qwest has successfully
completed one of the industry's largest network and customer
migration and currently offers a full suite of voice and data
features with integrated billings.

"All of these positive trends, although apparently minimized by
MCI in considering the Qwest offer, led Qwest to announce that it
expects to report on May 3 revenue less cost of sales and SG&A in
excess of consensus expectations and in the range of $970-990
million and that cash generated from operations for the first
quarter will exceed capital expenditures.

"As we move forward, we will continue to bring the same tenacity
and discipline to our operations that we have brought to the
auction for MCI. In addition, we will continue to focus on
customers and will work to make the telecommunications industry as
competitive as possible. Over the past three years, Qwest has
created a customer-focused company through the dedication and hard
work of its employees. We will build upon the successes that we
have achieved -- introducing new services, streamlining
operations, and improving our financial position, while taking
advantage of strategic opportunities.

"We will also continue our efforts to strengthen our position as a
national provider of communications services with other interested
third parties. The proposed industry mega-mergers will undoubtedly
reduce customer choice. To better protect the interests of
customers, the market requires multiple, robust competitors
committed to ensuring that innovation and value remain inherent in
America's telecommunications marketplace. These issues will need
to be addressed during the regulatory approval process for the
Verizon/MCI and SBC/AT&T mergers."

In a survey conducted by Qwest's proxy solicitor, MCI shareholders
claiming to hold over 50 percent of MCI outstanding shares, Qwest
said, believe that Qwest's $30 per share bid for MCI is superior,
even if Verizon were to increase its offer for all shareholders to
the $25.72 per share offer, plus the call option.

                         About Verizon

With more than $71 billion in annual revenues, Verizon
Communications Inc. (NYSE:VZ) -- http://www.verizon.com/-- is one  
of the world's leading providers of communications services.  
Verizon has a diverse work force of 214,000 in four business
units: Domestic Telecom provides customers with wireline and other
telecommunications services, including broadband.  Verizon
Wireless owns and operates the nation's most reliable wireless
network, serving 45.5 million voice and data customers across the
United States.  Information Services operates directory publishing
businesses and provides electronic commerce services.  
International includes wireline and wireless operations and
investments, primarily in the Americas and Europe.

As of May 2, 2005, MCI's shares fell 0.83 cents, or 3.13 percent,
to $25.70, Verizon's shares fell 0.83 cents, or 2.32 percent, to
$34.97, while Qwest's shares rose 0.05 cents, or 1.46 percent, to
$3.47.

                         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.

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


MEDMIRA INC: Closes $1.4 Million Private Debenture Placement
------------------------------------------------------------
MedMira Inc. (TSX Venture: MIR, NASDAQ:MMIRF) has completed the
private placement of one-year convertible debentures that mature
in March 2006, to qualified investors, raising $1.4 million in
cash for the Company.  Of this amount $240,000 was issued to
directors of the Company.

The debentures feature a 20% coupon rate for a one-year term from
the date of issue and are convertible into common shares of
MedMira Inc. at $1.12 per share at any time during the term.

During March 2004, the Company issued $1.4 million of convertible
debentures that matured in March 2005.  At maturity, $1.2 million
opted to convert the debentures to common shares at a price of
$0.85 per share, $125,000 was repaid in cash and $125,000 extended
the debentures for an additional year under the same terms as the
new debenture issue.

"We are pleased to raise new capital from the issue of these
debentures and to have such a significant amount of our maturing
debenture holders convert to equity" said Bill Gullage, chief
financial officer and corporate secretary of MedMira.  "We believe
that this is an endorsement by our investors of the progress we
have made and of our future potential", continued Mr. Gullage.

MedMira Inc. -- http://www.medmira.com/-- is the leading global   
manufacturer and marketer of in vitro flow- though rapid
diagnostic tests for the clinical laboratory market.  MedMira's
tests provide reliable, rapid diagnosis in just 3 minutes for the
detection of human antibodies in human serum, plasma or whole
blood for diseases such as HIV.  The United States FDA and the
SFDA in the People's Republic of China have approved MedMira's
Reveal(TM) G2 and MiraWell(TM) Rapid HIV Tests, respectively.

At July 31, 2004, MedMira's balance sheet showed a C$5,873,770
stockholders' deficit, compared to a C$2,186,516 deficit at
July 31, 2003.


MERRILL LYNCH: Fitch Puts Low-B Ratings on $1.4MM Private Certs.
----------------------------------------------------------------
Fitch Ratings rates Merrill Lynch Mortgage Investors, Inc., $405.6
million mortgage pass-through certificates, series MLCC 2005-1:

     -- $394.4 million class 1-A, 2-A-1, 2-A-2, 2-A-3, 2-A-4 and
        2-A-5 (senior certificates) 'AAA';

     -- $4.27 million class M-1 certificates 'AA+';

     -- $3.26 million class M-2 certificates 'A+';

     -- $2.24 million class M-3 certificates 'BBB+';

     -- $1.22 million privately offered class B-1 certificates
        'BB';

     -- $203,000 privately offered class B-2 certificates 'B'.

The $1.43 million privately offered class B-3 certificates are not
rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.10%
subordination provided by:

               * the 1.05% class M-1,
               * the 0.80% class M-2,
               * the 0.55% class M-3,
               * the 0.30% privately offered class B-1,
               * the 0.05% privately offered class B-2, and
               * the 0.35% privately offered class B-6
                 certificates.

Classes M-1, M-2, M-3, B-1, and B-2 are rated 'AA+', 'A+', 'BBB+',
'BB' and 'B' based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
cover credit losses.  In addition, the ratings also reflect the
quality of the underlying mortgage collateral, strength of the
legal and financial structures and the primary servicing
capabilities of PHH Mortgage Corporation (rated 'RPS1' by Fitch
Ratings).

Generally, with certain limited exceptions, distributions to the
class 1-A certificates will be solely derived from collections on
the pool 1 mortgage loans, and distributions to the class 2-A
certificates will be solely derived from collections on the pool 2
mortgage loans.  Aggregate collections from both pools of mortgage
loans will be available to make distributions on the class M and B
certificates.  When a pool experiences either rapid prepayments or
disproportionately high realized losses, principal and interest
collections from one pool may be applied to pay principal or
interest, or both, to the senior certificates to the other pools.

The trust consists of 899 conventional, fully amortizing,
primarily 30-year adjustable-rate mortgage loans secured by first
liens on one-to four-family residential properties with an
aggregate principal balance of $ 407,048,448 as of the cut-off
date (April 1, 2005).

Group 1 consists of 250 mortgage loans with an aggregate principal
balance of $112,438,314 as of the cut-off date.  Each of the
mortgage loans are fixed rate for a period of three years, after
which they are indexed off the one-year LIBOR or one-year U.S.
Treasury.  The average unpaid principal balance as of the cut-off-
date is $449,753.  The weighted average original loan-to-value
ratio is 75.60% and the weighted average effective loan-to-value
ratio is 66.34%.  The weighted average FICO is 730. Cash-out
refinance loans represent 30.30% of the loan pool.  The three
states that represent the largest portion of the mortgage loans
are:

               * California (16.39%),
               * Florida (13.15%) and
               * New York (8.13%).

Group 2 consists of 649 mortgage loans with an aggregate principal
balance of $294,610,134 as of the cut-off date.  Each of the
mortgage loans are fixed-rate for a period of five years, after
which they are indexed off the one-year LIBOR or one-year U.S.
Treasury.  The average unpaid principal balance as of the cut-off-
date is $453,945.  The weighted average OLTV is 72.93% and the
weighted average effective loan-to-value ratio is 65.58%.  The
weighted average FICO is 736. Cash-out refinance loans represent
26.10% of the loan pool.  The three states that represent the
largest portion of the mortgage loans are:

               * California (18.60%),
               * Florida (11.21%) and
               * New York (10.71%).

All of the mortgage loans were either originated by Merrill Lynch
Credit Corporation pursuant to a private label relationship with
PHH Mortgage Corporation or acquired by Merrill Lynch Credit
Corporation in the course of its correspondent lending activities
and underwritten in accordance with Merrill Lynch Credit
Corporation underwriting guidelines as in effect at the time of
origination.  Prior to the closing date, each originator sold all
of its interest in the mortgage loans owned by it to Merrill Lynch
Mortgage Lending, Inc.

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

MLMI, the depositor, will assign all its interest in the mortgage
loans to the trustee for the benefit of certificate holders.  For
federal income tax purposes, an election will be made to treat the
trust fund as multiple real estate mortgage investment conduits.
Wells Fargo Bank Minnesota, National Association will act as
trustee.


MIRANT CORP: Wants to Expand Scope of Blackstone's Services
-----------------------------------------------------------
Mirant Corporation seek the U.S. Bankruptcy Court for the Northern
District of Texas' permission to expand the scope of employment of
The Blackstone Group, L.P., as their financial advisors.

The Debtors want to expand the scope of Blackstone's
representation to include financial advisory services in
connection with a sale of Mirant's interest in or the assets of
Mint Farm LLC, an indirect wholly owned subsidiary of Mirant.

In exchange for the Additional Services, the Debtors have agreed
to pay Blackstone a transaction fee equal to the greater of:

     * 1.5% of the consideration received in connection with the
       Transaction; or

     * $400,000.

The terms of the Additional Services and the Additional
Compensation are set forth in a December 20, 2004 amendment to
the parties' Engagement Agreement.

Blackstone will:

   (a) assist in the preparation of marketing materials with
       respect to the Transaction;

   (b) assist in identifying and contacting potential buyers or
       parties-in-interest to the Transaction;

   (c) assist in the due diligence efforts of third parties with
       respect to the Transaction;

   (d) assist and advise the Debtors concerning the terms,
       conditions and impact of any proposed Transaction;

   (e) evaluate competing offers for a Transaction, including
       valuation, contingencies and financing requirements;

   (f) assist in the negotiation of definitive documentation
       regarding a potential Transaction;

   (g) provide expert witness testimony with respect to a
       proposed Transaction, if required; and

   (h) provide other advisory services as are customarily
       provided in connection with the Transaction.

The Debtors assure the Court that Blackstone and its
professionals continue to be "disinterested persons" under
Section 101(14) of the Bankruptcy Code.

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)


MOONEY AEROSPACE: Wants Court to Formally Close Chapter 11 Case
---------------------------------------------------------------
Mooney Aerospace Group, Ltd.'s Second Amended Plan of
Reorganization became effective on Dec. 16, 2004.  Pursuant to the
terms of the Plan, old shareholders were given about 2% of new
shares in the Reorganized Mooney.  Unsecured creditors received
pro rata shares out of 46% of the new equity in the Reorganized
Debtor.  

Mooney Aerospace reports:

    -- all expenses including court fees, the U.S. Trustee's
       fees, professional fees and expenses have been paid in
       full;

    -- all documents and agreements necessary to implement and
       complete the Plan were executed in accordance with the
       Plan's terms; and

    -- no contested matters and other adversary proceedings are
       pending in Court.

Mooney Aerospace asks the U.S. Bankruptcy Court for the District
of Delaware to formally close its chapter 11 case having satisfied
the requisites found in Bankruptcy Rule 3022 and Local Rule 5009-
1.

Headquartered in Kerrville, Texas, Mooney Aerospace Group, Ltd.
-- http://www.mooney.com/-- is a general aviation holding company  
that owns Mooney Airplane Co., located in Kerrville, Texas.  The
Company filed for chapter 11 protection on June 10, 2004 (Bankr.
Del. Case No. 04-11733). Mark A. Frankel, Esq., at Backenroth
Frankel & Krinsky LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $16,757,000 in total assets and $69,802,000
in total debts.


NATIONAL ENERGY: Inks Settlement Pact with Hydro-Quebec Entities
----------------------------------------------------------------
NEGT Energy Trading Holdings Corporation, NEGT Energy Trading -
Power, L.P., and NEGT Energy Trading - Gas Corporation, on one
hand, and Hydro-Quebec, H.Q. Energy Services (U.S.) Inc., and
Marketing d'Energie HQ Inc., on the other hand, are parties to
several contracts, including guaranty and standby letter of
credit agreements.  Various claims were filed by the Hydro-Quebec
entities in connection with the Contracts.

In February 2005, the ET Debtors and the Hydro-Quebec entities
entered into a settlement agreement and mutual release to resolve
the disputes among them.  Under the Agreement, the Hydro-Quebec
entities will have an $8,100,000 allowed general unsecured claim
against ET Power and ET Holdings.  The parties will exchange
mutual releases from liabilities arising out of the Contracts
and, to the extent not already revoked, revoke the Guaranties.

Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston LLP, in
Baltimore, Maryland, explains that the consummation of the
Settlement Agreement is advantageous to the ET Debtors because it
provides resolution of the Claims without any of the attendant
risks and costs of litigation.

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


NORTEL NETWORKS: Files Form 10-K & Gets New Waiver from EDC
-----------------------------------------------------------
Nortel Networks Corporation's (NYSE:NT)(TSX:NT) principal
operating subsidiary, Nortel Networks Limited, filed their audited
financial statements for the year 2004 prepared in accordance with
United States generally accepted accounting principles, and
related Annual Reports on Form 10-K and corresponding Canadian
filings.

NNL has obtained a new waiver from Export Development Canada of
certain defaults and related breaches by NNL under its
performance-related support facility with EDC.  NNL's prior waiver
from EDC under the EDC Support Facility, previously announced on
March 15, 2005, was set to expire on April 30, 2005.

The new waiver from EDC will remain in effect until the earlier of
certain events including:

   -- the date on which the Company and NNL's respective Q1 2005
      Quarterly Reports on Form 10-Q have been filed with the
      United States Securities and Exchange Commission; or

   -- May 31, 2005.

If the Company and NNL fail to file the Reports with the SEC by
May 31, 2005, EDC will have the right (absent a further waiver,
the receipt or terms of which cannot be assured), to terminate the
EDC Support Facility, exercise certain rights against collateral
or require NNL to cash collateralize all existing support.  In
addition, the related breaches will not be cured by the filing of
the Reports.  While NNL intends to seek a permanent waiver from
EDC in connection with the related breaches, the receipt or terms
of any such waiver cannot be assured.

The EDC Support Facility provides up to US$750 million in support,
all presently on an uncommitted basis.  The US$300 million
revolving small bond sub-facility of the EDC Support Facility will
not become committed support until all of the Reports are filed
with the SEC and NNL obtains a permanent waiver of the related
breaches.  As of April 28, 2005, there was approximately US$226
million of outstanding support utilized under the EDC Support
Facility, approximately US$158 million of which was outstanding
under the small bond sub-facility.

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

                         *     *     *

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

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

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

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

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

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


NORTEL NETWORKS: Plans to Close Flextronics Transaction by 2006
---------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) and Flextronics
International Ltd. are currently discussing the timing when the
companies will close a transaction initially announced on
June 29, 2004, for Nortel to divest certain manufacturing
operations to Flextronics.

As a result of these discussions, it is now expected that the
balance of the transaction related to the manufacturing operations
in Chateaudun, France; Calgary, Canada; and Monkstown, Northern
Ireland, originally planned for the first half of 2005, will close
by the end of the first quarter of 2006.  As a result, the Company
and Flextronics intend to enter into an amendment agreement to
extend the term of the original agreement and offer to reflect
this updated schedule.

As previously reported, the Company expects to receive total cash
proceeds ranging from approximately $675 million to $725 million,
which will be allocated to each separate closing.  The Company
further previously reported that the estimated cash proceeds would
be received substantially in 2005.  Based on the expected change
to the close schedule outlined above, the Company and Flextronics
are also discussing the timing of the cash payments.

                      About the Company

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

                         *     *     *

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

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

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

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

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

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


OMT INC: Appoints Walter Buller as Chief Financial Officer
----------------------------------------------------------
OMT Inc. (TSX VENTURE:OMT) reports the addition of Walter Buller
to OMT as the Interim Chief Financial Officer and resignation of
Steven Stang from the Board of Directors.

Mr. Buller brings extensive experience in business strategy
development and financial management to OMT.  He previously held
CFO positions with technology companies including Norsat
International Inc., a publicly traded satellite technology company
listed on the TSX and NASDAQ.  His career also includes over 30
years of experience in senior executive positions and management
consulting roles including President of Gendis Business Services
Inc., Vice President Finance for Sony Canada Ltd. and for Camgard
Supply Ltd., and senior auditor of forensic accounting with KPMG
in Europe.  Mr. Buller was admitted to membership in the Institute
of Chartered Accountants in 1964.

"Our Board and executive team has grown stronger this year with
the most recent addition of Walter as CFO and the addition of
Laurie Goldberg as a Director in early April 2005.  These
additions allowed Steven Stang to step down from his position as
Audit Committee Chair and Director," stated Bill Baines, Executive
Chairman.  He adds, "We sincerely thank Steven for his excellent
input and diligence over the past five years as a Director.  We
are also very pleased that we have added two experienced business
managers with strong financial backgrounds.  As interim CFO,
Walter will be a great asset in helping us fine tune and execute
our growth plans this year."

Mr. Buller is acting as Interim CFO to assist OMT with several
strategic initiatives that leverage on his significant past
experience.  OMT has initiated recruitment for a permanent CFO as
part of its ongoing organization development.

OMT, Inc., (TSXV:OMT) is a technology and multi-media content
solution provider to the entertainment and broadcast industry.
Intertain Media, the digital entertainment division, and
iMediaTouch, the radio broadcast solution group, distribute
multi-media content that is heard by millions of people worldwide
every day through television, radio, satellite, cable and Internet
broadcasts.  To learn more about the Company, visit its websites
at http://www.omt.net/or http://www.intertainmedia.com/and   
http://www.imediatouch.com/   

At Dec. 31, 2004, OMT Inc.'s balance sheet showed a
$2,000,732 stockholders' deficit, compared to a $2,591,936 deficit
at December 31, 2003.


OWENS CORNING: Agrees to Increase Capstone Advisory's Fee Cap
-------------------------------------------------------------
After Owens Corning and its debtor-affiliates filed for bankruptcy
and after the U.S. Trustee for the District of Delaware appointed
an official committee of unsecured creditors, it became apparent
that material intercreditor issues had arisen between:

    * the subcommittee of trade creditors and bondholder members
      consisting of John Hancock Life Insurance -- Designated
      Members; and

    * a subcommittee of bank members consisting of JP Morgan Chase
      and Credit Suisse First Boston.

The interests of the two groups diverged from the interests of
the unsecured creditors as a whole.

The Creditors Committee contended that it would be in the best
interest of the Debtors' estates if the Designated Members
retained separate counsel to represent the interests of the trade
creditor and bondholder constituencies on the matters that
conflict with the interests of the Creditors Committee as a
whole.

In accordance with the terms of a letter agreement, the Creditors
Committee retained Houlihan, Lokey, Howard & Zukin as financial
advisor, nunc pro tunc to November 1, 2000.  Under the Letter
Agreement, Houlihan Lokey would receive a $250,000 monthly fee
for a period of 24 months commencing November 1, 2000.  Houlihan
Lokey's fees were reduced to $150,000 per month in June 2002.

On October 23, 2001, the Bankruptcy Court approved the retention
of BDO Seidman, LLP, as special financial advisor for the
Creditors Committee, nunc pro tunc to June 20, 2001, to represent
the interests of the Designated Members.

Pursuant to a standstill agreement between the Debtors and the
Creditors Committee, on one hand and CSFB as agent for the Bank
Group, on the other hand, the fees of any financial advisor for
the Bank Group were limited to $1.25 million.

In early 2004, the Bank Group's financial advisor was FTI
Policano & Manzo.  FTI personnel working on the Bank Group's case
left FTI to form Capstone Corporate Recovery, LLC -- later
renamed Capstone Advisory Group, LLC.  The Bank Group retained
Capstone Advisory on February 9, 2004.  Capstone has served as
financial advisors to the Bank Group since then.

On March 12, 2004, the Bankruptcy Court made available the
$100,000 per month reduction in Houlihan Lokey's fees that
commenced in June 2002 to BDO and Capstone.  BDO and Capstone
were allocated a $50,000 per month cumulative fee cap for periods
subsequent to November 1, 2003.

In light of the current posture of Owens Corning's bankruptcy
case, the parties have agreed that, commencing January 1, 2005,
Houlihan Lokey will reduce its fees by an additional $75,000 per
month and that amount will be added to the Monthly Capstone fee
cap, subject to reallocation.

The parties have agreed that, for the period commencing
January 1, 2005, and so long as the Standstill Agreement is in
effect, Capstone will be subject to a cumulative fee cap of
$125,000 per month, subject to reallocation.  The amount by which
the cumulative fee cap exceeds actual invoices received to that
point in time will be carried forward from month to month and
will increase the fee cap for subsequent months until expended.
All other provisions of the Court's March 12, 2004, Order will
remain in effect.

BDO has built up a cushion exceeding $130,000 for the period
between November 1, 2003, and December 31, 2004.  The Cushion can
be carried forward and used with respect to services in the
future.  The parties have agreed that:

    (a) so long as the BDO fee cushion remains above $100,000,
        then the entire Houlihan fee reduction will continue to be
        allocated to Capstone -- Capstone's fee cap will then be
        $125,000 per month cumulative;

    (b) if the BDO fee cushion is between $50,000 and $100,000,
        the Houlihan fee reduction will be allocated $50,000 per
        month to Capstone and $25,000 per month to BDO, which will
        result in fee caps of $100,000 per month for Capstone and
        $75,000 per month for BDO; and

    (c) if the BDO fee cushion is below $50,000, the Houlihan fee
        reduction will be allocated $37,500 per month to Capstone
        and $37,500 per month to BDO, which will result in fee
        caps of $87,500 per month for Capstone and $87,500 per
        month for BDO.

Reallocations based on the trigger points will be immediately
effective as of and for the month the BDO cushion falls within
one of the specified ranges, without further action by the Court.
It is intended that the allocations be bi-directional.

BDO will notify the parties in writing within 20 days after the
end of any month in which the BDO fee cushion crosses one of the
trigger points.

The parties stipulate and agree that Capstone's Fee Cap is
increased to $125,000 per month (cumulative) commencing
January 1, 2005, and continuing for the duration of the Debtors'
chapter 11 cases, subject to reallocation.

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)


PACIFICARE HEALTH: Earns $86 Mil. of Net Income in First Quarter
----------------------------------------------------------------
PacifiCare Health Systems, Inc. (NYSE: PHS), reported an
$86 million net income for the first quarter ended March 31, 2005,
compared to a $67 million net income for the same period in 2004.

"We are pleased to report first quarter EPS at the high end of our
guidance, even after including five million dollars in expenses,
or about three cents per diluted share, related to costs incurred
in anticipation of the new Medicare Part D opportunities starting
in January of 2006.  Today we are raising our 2005 full-year EPS
guidance to a new range of $3.70 to $3.85," said Chairman and
Chief Executive Officer Howard Phanstiel.  "Our year-over- year
earnings improvement was driven by an increase in senior
membership, the acquisition of American Medical Security Group,
and strong growth in mail service volume at our pharmacy benefit
management company, Prescription Solutions."

                     Revenue and Membership

First quarter 2005 total operating revenue of $3.4 billion was 16%
higher than the same quarter a year ago.  Total commercial revenue
rose 13%, driven by an 11% increase in fully insured and non-risk
ASO membership, including the acquisition of American Medical
Security Group (AMS).  Senior revenue grew 15% over the first
quarter of last year, primarily as the result of a Medicare
Advantage premium increase of 9.6% and a 4% rise in membership.

Specialty and Other revenue grew 48% over the first quarter last
year, due to increased revenue at the company's pharmacy benefit
management, behavioral health and dental and vision subsidiaries.  
Prescription Solutions' membership unaffiliated with PacifiCare's
health plans increased by 128,000 year-over- year, and its revenue
rose 44% as a result of higher retail service contract and mail
order fulfillment revenues.  Unaffiliated membership at PacifiCare
Behavioral Health rose by 47%, resulting in a 40% increase in
revenue, and total membership at our dental and vision companies
grew 44% as a result of the AMS acquisition and strong organic
sales.

                        Health Care Costs

The private sector commercial medical loss ratio (MLR) in the
first quarter improved 170 basis points from the prior year, to
81.9%, driven by the acquisition of AMS.

The government sector senior MLR was up 30 basis points year-over-
year, to 86.9%, primarily as the result of benefit increases
intended to grow Medicare Advantage membership.  The first quarter
MLR was below the 2005 full-year guidance of 87.5% to 88.5%
previously issued by the company.

The consolidated MLR of 84.3% was 80 basis points lower than the
first quarter of the prior year.

            Selling, General & Administrative Expenses

The SG&A expense ratio of 13.2% in the first quarter of 2005 was
70 basis points higher than the first quarter of 2004, primarily
as a result of changes in business mix related to the acquired AMS
business.

                     Other Financial Data

Medical claims and benefits payable totaled approximately
$1.2 billion at March 31, 2005, which was an increase of
approximately $10 million from the prior quarter.  The IBNR
component of MCBP increased by approximately $12 million
sequentially.

Days claims payable for the first quarter compared to the prior
quarter decreased slightly to 38.2 days from 38.3 days. However,
after excluding the non-risk, capitated portion of the company's
business, as well as other non- claim related liabilities, days
claims payable decreased by nine-tenths of one day, to 69.6 days.

Cash flow from operations in the first quarter of 2005 was
$128.2 million, or 1.5 times net income.

PacifiCare Health Systems -- http://www.pacificare.com/-- is one  
of the nation's largest consumer health organizations with more
than 3 million health plan members and approximately 11 million
specialty plan members nationwide.  PacifiCare offers individuals,
employers and Medicare beneficiaries a variety of consumer-driven
health care and life insurance products.  Currently, more than 99
percent of PacifiCare's commercial health plan members are
enrolled in plans that have received Excellent Accreditation by
the National Committee for Quality Assurance (NCQA).  PacifiCare's
specialty operations include behavioral health, dental and vision,
and complete pharmacy benefit management through its wholly owned
subsidiary, Prescription Solutions.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2004,
Fitch Ratings has assigned a 'BB+' bank loan rating to PacifiCare
Health System's Inc. new credit facility.  Fitch said the rating
outlook is stable.


PARAMOUNT RESOURCES: Reserve Reduction Prompts S&P to Junk Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Calgary, Alberta-based Paramount Resources Ltd.
to 'CCC+' from 'B+' as a result of the company spinning off a
portion of its existing asset base into a new Canadian income
trust.  Standard & Poor's also lowered its ratings on Paramount's
senior unsecured debt to 'CCC'.  At the same time, the ratings
were removed from CreditWatch, where they were placed Dec. 13,
2004.  The outlook is negative.  

"The downgrade is a result of the significant reduction in the
company's proven reserve base and the higher risk profile of the
assets remaining with Paramount after the trust spin-off.  The
combination of the reduction in proven reserves and production, as
well as the heightened risk profile associated with Paramount's
remaining asset base, have markedly weakened the company's
business profile," said Standard & Poor's credit analyst Jamie
Koutsoukis.  "Also, Paramount's leverage on its post-trust spin-
out proved reserves is very high at C$11.25 per barrel of oil
equivalent, and no near-term improvement is anticipated as we
expect the company will likely overspend its internally generated
cash flows in 2005," Ms. Koutsoukis added.

The ratings on Paramount reflect the company's limited regional
focus, with substantially all of its proven reserves and
production concentrated in western Canada, its very low reserve
life index (RLI), and its near-term negative free cash flow.  

The negative outlook reflects Standard & Poor's expectation that
Paramount's capital spending program will exceed internally
generated funds, therefore requiring further debt-financing to
fund the cash flow shortfall.  Distributions Paramount will
receive from its ownership of 19% of the outstanding Trilogy trust
units (the majority of which are pledged as security on the senior
unsecured notes) do, however, provide some degree of flexibility
for the company.

The ratings could be lowered if there is a sustained weakness in
financial metrics and free cash flow generation, or if Paramount
is unable to economically grow its proven reserves in a meaningful
manner.  Alternatively, the outlook could be revised to stable if
Paramount is able to successfully demonstrate internal reserve and
production growth while improving its financial flexibility by
maintaining a stable break-even cost profile, and through debt
reduction.


PAUL ATHAS: Sec. 341 Meeting of Creditors Slated for May 10
-----------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Paul
Athas' creditors at 10:00 a.m., on May 10, 2005, at the Office of
the Trustee, Room 976, 1100 Commerce St., in Dallas, Texas.  This
is the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Headquartered in Plano, Texas, Paul Athas filed for chapter 11
protection on April 4, 2005 (Bankr. N.D. Tex. Case No. 05-33778).  
Eric A. Liepins, Esq. at Eric A. Liepins, P.C., represents the
Debtor.  When the Company filed for protection, it estimated
between $1 million to $10 million in assets and debts.


PAUL ATHAS: Taps Eric Liepins as Bankruptcy Counsel
---------------------------------------------------
Paul Athas sought and obtained permission from the U.S. Bankruptcy
Court for the Northern District of Texas, to employ Eric Liepins,
P.C., as his bankruptcy counsel.

Eric A. Liepins will be paid $185 per hour for his services.  In
addition, the Debtor will pay the Firm's paralegals and legal
assistants at $30 to $50 per hour for their services.  The Firm
received a $5,839 retainer.

To the best of the Debtor's knowledge, Eric Liepins does not hold
any interest adverse to the Debtor or the estate.

Headquartered in Plano, Texas, Paul Athas filed for chapter 11
protection on April 4, 2005 (Bankr. N.D. Tex. Case No. 05-33778).  
Eric A. Liepins, Esq. at Eric A. Liepins, P.C., represents the
Debtor.  When the Company filed for protection, it estimated
between $1 million to $10 million in assets and debts.


PENHALL INT'L: Financial Risks Cue S&P to Revise Outlook to Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on its
ratings for Penhall International Corp. (B/Negative/--) to
negative from stable.

This action reflects Standard & Poor's concerns regarding:

    (1) Penhall's highly leveraged capital structure,
    (2) thin cash flow, and
    (3) limited flexibility,

coupled with near-term (August 2006) refinancing risk, within the
context of a delayed recovery in Penhall's late-cycle end markets.

The Anaheim, California-based company has about $100 million in
rated debt outstanding.

"The ratings reflect our assessment of Penhall's vulnerable
position in small and fragmented niche equipment rental markets,
and its highly leveraged financial profile," said Standard &
Poor's credit analyst John Sico.  Penhall provides highly
specialized construction and demolition contracting services.
About 40% of its sales come from projects in California, with the
majority of work linked to publicly financed, highway-related
projects or to commercial construction.  Spending in California
for highway renovation and commercial construction has been weak,
a trend exacerbated by the abnormally high rainfall in the past
few months.  As a result, Penhall's sales and operating
performance have been weaker than expected, and no significant
improvement in operations is expected in the near term. Still,
nonresidential construction spending is expected to improve,
particularly in California, as postponed projects need to be
performed.  Fiscal problems in California are moderating, while
higher appropriations in pending federal highway legislation and
improving industry conditions bode well.

Penhall's exposure to the highly cyclical construction industry
resulted in flat sales in fiscal 2004, but operating income
improved 7%.  Longer term, funding provided under federal
transportation programs should continue to provide a reliable
source of business.  Penhall has a somewhat variable cost
structure from its hiring of operators on an as-needed hourly
basis, from union and nonunion sources.  Also, because of the type
of equipment it maintains, the company can age its fleet with
limited effects on the equipment's useful life.

Ratings could be lowered if the financial profile does not improve
as Penhall addresses capital structure concerns and 2006
refinancing risk.  Meanwhile, less severe fiscal conditions in
California, where Penhall is heavily dependent, and an improvement
in overall equipment rental industry conditions is expected in
conjunction with the passage of Federal Highway funding.  If these
events occur, Penhall's credit measures and liquidity should be
restored to levels that are adequate for the rating, perhaps
permitting the company to address the 2006 maturities.  If so,
then the outlook may likely be revised to stable.


PETCO ANIMAL: Delays Form 10-K Filing to Complete Internal Review
-----------------------------------------------------------------
PETCO Animal Supplies, Inc. (Nasdaq: PETC) provided an update on
the internal review, first announced on April 15, 2005, into
errors involving the under-accrual of expenses in the Company's
Distribution Operation:

    * PETCO and its independent professional advisors are
      finalizing their review, in connection with the preparation
      of its consolidated financial statements for 2004 and the
      audit of those statements.  In addition, the Company is
      completing its evaluation of internal control deficiencies
      under the provisions of Section 404(b) of the Sarbanes-Oxley
      Act of 2002.

    * While this comprehensive review is being completed, PETCO
      will require additional time to file its annual report on
      Form 10-K for the fiscal year ended January 29, 2005.  The
      Company expects to file the 2004 Form 10-K within the next
      few weeks.

    * Based upon its internal analysis and the adjustments
      identified to date with its independent registered public
      accounting firm, the Company believes that a restatement of
      its prior period financial results will not be necessary,
      and that these adjustments will be recorded in the fourth
      quarter of fiscal 2004.

PETCO noted that while the comprehensive review is not yet
complete, at this time, the previously communicated aspects of the
internal review remain unchanged:

    * The review to date continues to reflect that the errors in
      under-accruals remain limited to the Company's Distribution
      Operation.

      Internal controls, including policies, responsibilities and
      practices regarding Distribution Operation expenses, have
      been changed and strengthened to address these issues.

    * The Company's previous estimates regarding the anticipated
      reduction of net earnings for the fourth quarter 2004 and
      fiscal 2005 remain unchanged.

PETCO Animal Supplies, Inc., is a leading specialty retailer of
premium pet food, supplies and services.  PETCO's vision is to
best promote, through its people, the highest level of well being
for companion animals, and to support the human-animal bond.  
PETCO generated net sales of more than $1.8 billion in fiscal
2004.  It operates over 730 stores in 47 states and the District
of Columbia, as well as a leading destination for on-line pet food
and supplies at http://www.petco.com/Since its inception in 1999,  
The PETCO Foundation, PETCO's non-profit organization, has raised
more than $23 million in support of more than 2,700 non-profit
grassroots animal welfare organizations around the nation.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2005,
Moody's Investors Service upgraded the long-term debt ratings of
Petco Animal Supplies, Inc.  Moody's said the outlook is stable.  
The upgrade reflects the company's continued solid operating
performance, which has led to a sustained improvement in its
financial metrics, which support a higher rating category.

The ratings are upgraded are:

   * Senior implied to Ba2 from Ba3;
   * Issuer rating to Ba3 from B1;
   * Senior subordinated notes to B1 from B2.

The rating withdrawn is:

   * $215.4 million senior secured credit facilities.


PETROQUEST ENERGY: Moody's Junks Planned $150M Senior Unsec. Notes
------------------------------------------------------------------
Moody's Investors Service assigned first time ratings to
PetroQuest Energy.  With a stable outlook, Moody's assigned a Caa1
rating to the company's proposed $150 million senior unsecured
notes rating.  Moody's also assigned a Caa1 senior implied rating,
and a SGL- 3 speculative grade liquidity rating.

The Caa1 ratings reflect:

   (1) the company's very high pro forma debt (approximately
       $10.90/boe of PD reserves) on the smallest proved developed
       reserves (13.2 mmboe) among the exploration and production
       companies currently rated by Moody's;

   (2) the short proven developed reserve life of 4.8 years which
       intensifies the capital reinvestment required to sustain
       the current reserve and production base;

   (3) very high full cycle costs of approximately $30.00/boe
       which limits the company's free cash flow for reinvestment
       and debt reduction and would be unsustainable long-term;
       and

   (4) the need to establish a record of consistent reserve and
       production growth.

The ratings are supported by the currently favorable commodity
price outlook, which may fund additional opportunities for growth
and support asset values for bondholders, at least over the near
term.  The ratings also consider the gradual, though still
incomplete, progress in moving away from the shorter lived oil and
gas basin both onshore Gulf Coast and offshore Gulf of Mexico --
GOM, and good balance sheet liquidity pro forma for the notes
offering.

The outlook assumes that continued supportive commodity prices
will allow the company to pursue additional growth opportunities
both organically and through acquisitions.  The stable outlook
also depends on:

   (1) the company mounting sequential quarterly production gains
       while capital productivity remains at least near historical
       levels with reserve additions balanced between PUDs and PDs
       at reserve replacement costs around $10.00/boe to
       $12.00/boe;

   (2) that leverage is reduced below $9.00/boe over the ensuing
       twelve months; and

   (3) that the negative reserve revision trends in three of the
       past four years has been reversed.

An inability to reduce debt and improve leverage on the PD reserve
base from the pro forma levels could pressure the outlook
downward, particularly if commodity prices are no longer providing
support for capital spending and reserve valuations.  The outlook
could also face downward pressure:

   (1) if capital productivity deteriorates as signaled by reserve
       replacement costs remaining at current levels (around
       $16.00/boe) or worse;

   (2) if sequential quarterly production trends decline;

   (3) if full cycle costs do not improve to at least the
       $22.00/boe to $25.00/boe range; or

   (4) if the company does not replace its production.

A positive outlook and potential ratings upgrade would require
leverage to significantly improve to around $7.00/boe of PD
reserves, assuming commodity prices remain supportive; or if
acquisitions funded either with the excess cash proceeds from the
offering or with ample equity, sufficiently adds diversification
and durability to the existing property base while reducing
leverage on the PD reserve base.

The SGL-3 rating is based upon the expected cash flow and
remaining cash proceeds from the notes offering that should be
sufficient to cover the company's planned capital spending plans,
interest expense and working capital needs over the next twelve
months.  The SGL-3 rating also incorporates the adequate external
liquidity available under the secured credit facility and the good
amount of cushion under the maintenance covenants under that
facility which should ensure revolver accessibility over the next
four quarters.  However, the SGL-3 rating could be pressured if
the notes offering results in lower excess proceeds, which would
reduce overall liquidity, especially if not offset by an increase
in the credit facility borrowing base.  The SGL-3 rating is also
tempered:

   (1) by the exposure of cash flows to changes in commodity
       prices and potential production declines;

   (2) by the weak alternate sources of liquidity given that the
       credit facility is secured by the company's reserves; and

   (3) depends on the company's ability to demonstrate flexibility
       in its capital spending program.

Moody's assigned these ratings for PetroQuest:

   * Caa1 -- company's proposed senior unsecured notes offering
   * Caa1 -- senior implied rating
   * SGL-3 -- speculative grade liquidity rating.

The note offering will be issued with PetroQuest Energy, Inc., and
PetroQuest Energy, LLC, as co-obligors and proceeds from the
offering will repay existing revolver bank debt and a term loan,
Relay acquisition and working capital, leaving about $43 million
on hand for future acquisitions and drilling opportunities.

The notes are not currently notched from the senior implied rating
due to upstream guarantees from the company's subsidiaries and the
expectation that the company's $25 million borrowing base under
its secured revolver is not expected to be drawn over the next
twelve months.  However, future notching would be considered if
the company materially utilizes the revolver to fund its capex.   
Moody's notes that the secured debt carveout under the indenture
is $75 million (plus a general $15 million basket).

Pro forma for the $150 million notes offering which will double
the existing debt, leverage on its PD reserve base will be a very
high $10.90/boe.  When adding the engineered capex pro forma for
the acquisitions, leverage (Total Debt + engineered capex/total
proved reserves) is about $11.31/boe.  It is Moody's expectation
that the $43 million of excess cash proceeds from the notes
offering will be spent on potential acquisitions and drilling
opportunities that may result in reduced leverage on the PD
reserves.  However, that will be a function of the mix of PUD or
PD reserves that are added.

The company's high full cycle costs pro forma for the offering and
the acquisitions are approximately $30.00/boe.  Driving these high
costs is the 3-year average all sources finding and development
(F&D) costs of $16.31/boe which rose from $12.25/boe in 2003
(including revisions) and the expected rise in interest expense
from $1.64/boe to over $4.71/boe pro forma for the notes offering.   
The rise in 2004 unit costs was in part due to the impact of
Hurricane Ivan related to the shut-in production in the Main Pass
field.  The rise in F&D resulted from the company's ramping up of
its exploration spending and the ongoing development spending
totaling over $50 million resulting in extensions and discoveries
of only about 3 mmboe.

While Moody's notes that the company aggressively drilled up many
proven undeveloped reserve locations in 2004, the ramp up in
exploration spending and varied results signal the potential
lumpiness in F&D results that is likely to occur as the company
pursues its growth strategy.  However, the full cycle costs would
likely benefit from the re-start of the Main Pass 74 production
which could occur later this year.

The company is focused in three core areas, the Gulf Coast, which
includes the offshore Gulf of Mexico and onshore Gulf Coast,
Arkoma and East Texas.  Though the company has been steadily
diversifying away from the very short-lived Gulf Coast basin and
GOM, the company still maintains a significant reliance on these
areas.  Currently, approximately 56% of the company's proved
reserves and about 72% of production is located in these areas.   
The result of this portfolio mix is a short PD reserve life of
about 4.8 years which adds to the risk of high leverage and very
high full cycle costs and led to the sharp decline in production
for FY 2003 as the company failed to have large enough new
discoveries to offset the steep decline curve of these properties.   
Though management has been diversifying into longer-lived
properties and has indicated an ongoing commitment for further
diversification, it will take some time and for the meanwhile the
Gulf Coast basin continues to be a core area.

The ratings benefit from the commodity price outlook and the cover
it should provide for the company's cash flows assuming no
production disappointments.  Through a combination of commodity
price strength and the company's use of hedging, cash flows over
the next year should provide the company with excess cash flows
for reinvestment and debt reduction.

The ratings also consider management's success in growing the
company's PD reserves by about 62% over the past three years.  In
addition, the company has enhanced its portfolio diversification
as has put an emphasis on growing into longer lived areas like its
Arkoma and East Texas areas.  In 2002, 100% of the company's
reserves were in the shorter-lived GOM and Gulf Coast, but that
has improved to about 55% of reserves now in those basins.

The SGL-3 rating is based on Moody's EBITDA estimates over the
next four quarters to range between $90 million and $105 million,
which combined with the $43 million of excess note proceeds is
more than sufficient to cover planned capital spending of about
$80 million, working capital needs of about $5 million to
$10 million, and interest expense of about $10 million to
$14 million.  However, the rating could be pressured downward if
the company does not demonstrate sufficient flexibility in its
capital program in the event of lower prices and unexpected
production volume declines, especially if the excess proceeds are
used to fund an acquisition.

The SGL-3 rating also considers the $25 million borrowing base
facility that will be in place at close of the notes offering and
the expectation that the facility will be undrawn at close and
that management complies with its commitment to spend within cash
flow.  he rating also reflects the fair amount of cushion the
company is expected to have under the facility's maintenance
covenants, which should ensure revolver accessibility over the SGL
rating horizon.  empering the SLG-3 is the weak alternate sources
of liquidity given that the reserves are pledged to the revolver
lenders.

PetroQuest Energy, Inc., is headquartered in Lafayette, Louisiana.


PETROQUEST ENERGY: S&P Junks Proposed $150 Mil. Sr. Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to PetroQuest Energy Inc.  At the same time,
Standard & Poor's assigned its 'CCC+' rating to PetroQuest's
proposed $150 million senior unsecured notes due 2013.  The
outlook is stable.

Pro forma for the proposed offering, Lafayette, Louisiana-based
PetroQuest will have $150 million of debt.

"The ratings on PetroQuest reflect its very high debt leverage,
aggressive growth strategy, elevated cost structure, exposure to
volatile hydrocarbon prices, and a limited reserve base," said
Standard & Poor's credit analyst Paul Harvey.

The ratings also incorporate PetroQuest's good liquidity,
significant control over capital expenses, and recent improved
drilling success rates.

PetroQuest is a small independent exploration and production
company with pro forma proved reserves of 118 billion cubic feet
equivalent, which were around 65% natural gas and 70% developed as
of Dec. 31, 2004.

The senior unsecured notes have not been notched, with secured
borrowings expected to remain below Standard & Poor's threshold
for notching, as the borrowing base of the facility is expected to
limit secured debt to below the 15% notching threshold.  If the
borrowing base is increased to allow secured borrowings greater
than the notching threshold, the unsecured ratings would be
lowered.


PLEJ'S LINEN: Emerges from Bankruptcy with $7.5M Exit Financing
---------------------------------------------------------------
Plej's Linen Supermarket SoEast Stores LLC and its debtor-
affiliates emerged from bankruptcy on May 2, 2005.

The Debtors, HomeTextiles Today reports, closed on $7.5 million in
new exit financing provided by Wells Fargo Retail Finance.  The
credit facility, secured primarily by inventory, replaces a
$10 million debtor-in-possession facility and will be used to meet
ongoing working capital needs, including borrowings for seasonal
purchases of inventory.

Headquartered in Rock Hill, South Carolina, Plej's Linen
Supermarket SoEast Stores LLC, with its debtor-affiliates, are
engaged primarily in two core businesses: retail sale of first
quality program home accessories for bed, bath, window, decorative
and house wares and limited closeout and discontinued
opportunistic merchandise; and wholesale distribution of similar
bed and bath textiles. The Company filed for chapter 11 protection
on April 15, 2004 (Bankr. W.D. N.C. Case No. 04-31383).  John R.
Miller, Jr., Esq., and Paul R. Baynard, Esq., at Rayburn Cooper &
Durham, P.A., represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, they listed both estimated debts and assets of over
$10 million.


PROPEX FABRICS: Moody's Says Liquidity is Adequate for Next Year
----------------------------------------------------------------
Moody's Investors Service assigned a Speculative Grade Liquidity
Rating of SGL-3 to Propex Fabrics Inc.  The SGL-3 rating reflects
Moody's expectation that operating cash flow, combined with cash
balances, and availability under its secured revolving credit
facility should be adequate to cover capital needs over the coming
year.  Moody's believes the company will maintain a modest cushion
under its financial covenant tests for the next twelve months.  In
addition, the company does not enjoy any meaningful sources of
alternate liquidity.

Moody's anticipates that cash flows from operations, combined with
cash balances expected to average $25 million and anticipated
availability of about $65 million under the senior secured
revolving credit facility, should be adequate to finance estimated
capital expenditures of about $15 million and expected seasonal
working capital needs for the next twelve months.  Propex has
limited scheduled debt maturities through 2009 but has escalating
quarterly amortization payments, which will total $5.5 million per
annum for the next three years.  Moody's expects the liquidity
cushion to be flat to slightly down over the next twelve months
because of seasonal working capital needs in the first half of the
year as well as cash flow sweep under the revolving credit
facility.

Propex has a $65 million senior secured revolving credit facility
due 2012.  At December 31, 2004, the facility was undrawn.  The
bank covenant tests include a minimum Consolidated EBITDA, minimum
interest coverage, a maximum leverage ratio and minimum fixed
charge coverage.  The tightest covenants in the near term are the
minimum Consolidated EBITDA test and the minimum interest coverage
test.  Moody's believes that improvements in these tests will be
highly dependent upon the management of raw material costs
(specifically polypropylene costs) and a seasonal unwinding of
working capital.

Moody's believes that opportunities for significant asset sales as
alternate means of liquidity are limited.  Because Propex is an
industry leader with a globally diverse asset base, Moody's
believes that a quick sale of large pieces of assets at a
favorable price might be difficult to execute.  In addition, all
existing assets are encumbered.

The future direction of the SGL rating may be positively
influenced by a decrease in the company's working capital needs
and an improvement in the company's level of free cash flow
generation.  At the same time, a diminishment in the company's
cushion under its bank covenant tests would signal a reduced
capacity to borrow and could have a negative impact on the SGL
rating.

The senior implied of Propex Fabrics is B3.  The rating outlook is
stable.

Propex Fabrics, Inc., based in Austell, Georgia, is a leading
global manufacturer of primary and secondary carpet backing and
synthetic polypropylene fabrics.  The company has manufacturing
operations in North America, Europe and Brazil.  Sales for fiscal
2004 were $610 million.


QUIGLEY COMPANY: Files Plan of Reorganization in New York
---------------------------------------------------------
Quigley Company Inc. delivered its Plan of Reorganization to the
U.S. Bankruptcy Court for the Southern District of New York.  

The primary purpose of Quigley's Plan is to provide a fair,
equitable and reasonable treatment of creditors particularly of
asbestos-related claimants.

On the Effective Date, an Asbestos Personal Injury Trust crafted
under 11 U.S.C. Sec. 524(g) will be established to resolve all
asbestos-related claims.  Pfizer, the sole shareholder of Quigley,
has agreed to contribute $405 million to the Asbestos Settlement
Trust over 40 years through a note, contribute approximately $100
million in insurance, and forgive a $30 million loan to Quigley.

Other significant terms of the Plan provide that:

      -- Priority claims will be fully paid in cash;

      -- Pfizer will receive cash equal to 100% of its allowed
         senior secured claim of $52,724,363 minus the $30 million
         it promised to contribute to the Asbestos Trust;

      -- unsecured claims totaling $32.5 million will receive cash
         on the Effective Date in an amount equal to the allowed
         claim multiplied by an unspecified payment percentage;

      -- Pfizer will transfer the common stock of Reorganized
         Quigley to the Asbestos PI Trust.

Headquartered in Manhattan, Quigley Company is a subsidiary of
Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability. When the Debtor filed
for protection from its creditors, it listed $155,187,000 in total
assets and $141,933,000 in total debts.  Michael L. Cook, Esq., at
Schulte Roth & Zabel LLP, represents the Company in its
restructuring efforts.  Albert Togut, Esq., at Togut Segal & Segal
serves as futures representative.


RCN CORP: Obtains Waiver from Lenders & Filing Form 10-K by Friday
------------------------------------------------------------------
RCN Corporation (NASDAQ: RCNI) intends to file its 2004 10-K by
Friday, May 6, 2005.  The company said it will issue fourth
quarter and full year 2004 results on May 12, 2005, before market
open.  After emerging from Chapter 11 bankruptcy on December 21,
2004, the company says it will require additional time to complete
fresh-start accounting.

Further, the Company has obtained a waiver of the April 30, 2005
10-K filing date and an extension through May 13, 2005 under its
First Lien Credit Agreement, Second Lien Note Agreement and Third
Lien Credit Agreement, which were filed in an 8-K dated December
27, 2004.

Pete Aquino, RCN's chief executive officer, stated, "We are
confident that the extra time we are taking to file our 10-K will
allow us to complete the necessary details associated with the
complications surrounding bankruptcy and fresh start accounting.  
Jim Mooney and I look forward to addressing analysts and investors
on May 12."

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- provides bundled Telecommunications   
services.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on
May 27, 2004.  The Debtors' confirmed chapter 11 Plan took effect
on December 21, 2004.  Frederick D. Morris, Esq., and Jay M.
Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$1,486,782,000 in assets and $1,820,323,000 in liabilities.

The Debtor consummated its plan of reorganization and formally
emerged from Chapter 11 protection.  The plan, confirmed on
Dec. 8, 2004, by Judge Robert Drain of the Bankruptcy Court in New
York, converted approximately $1.2 billion in unsecured
obligations into 100% of RCN's new equity, and eliminated
approximately $1.8 billion in preferred share obligations.


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

The exchange offer, which was initially scheduled to expire on
Oct. 27, 2004, has been extended until 5:00 p.m., E.S.T. on
May 10, 2005.  Holders of Notes previously tendered for exchange
shall have the right to withdraw tenders of Notes at any time
prior to the expiration of the exchange offer.  As of this date,
holders of $103,525,000, or approximately 99%, of the outstanding
principal amount of Notes have tendered their Notes for exchange.  
As previously announced, the Company has temporarily suspended the
use of its exchange offer prospectus.  Such suspension shall
continue to be in effect until further notice from the Company.

                      About the Company

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

                         *     *     *

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

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

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

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

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


RICHTREE INC: Has Until June 13 to File Proposal Under BIA
----------------------------------------------------------
The Ontario Superior Court of Justice extended to June 13, 2005,
the time within which Richtree Inc. and its operating subsidiary,
Richtree Markets Inc., can file proposals pursuant to the
Bankruptcy and Insolvency Act.

The Court also authorized Richtree Inc. and Markets to enter into
an extension and amendment of the debtor-in-possession term sheet
with Catalyst Fund General Partner I Inc. originally dated
Oct. 18, 2004, extending the DIP term sheet to June 13, 2005, and
increasing the maximum amount available thereunder from $4 million
to $4.6 million.

Richtree said that the previously disclosed acquisition of the
property, assets and undertaking of Markets by Richtree Market
Restaurants Inc., a newly incorporated company controlled by
Catalyst on behalf of Catalyst Fund Limited Partnership I,
Richtree's senior secured lender, is currently expected to close
with the final issuance of regulatory permits and licenses, likely
within the next two weeks.

Richtree confirmed the view expressed several times previously
that the shareholders of Richtree Inc. are highly unlikely to
recover any value for their Class B Subordinate Voting shares
(MOO.SV.B) from the Richtree restructuring process and therefore
are unlikely to have any continuing economic interest in Richtree.
Richtree's shares were de-listed by the Toronto Stock Exchange on
April 6, 2005.

Richtree, Inc., is the holder of exclusive master franchise rights
from Movenpick Group of Switzerland to operate and sub-franchise
Movenpick March, and Marchelino restaurants in Canada and the
United States and to operate Movenpick restaurants in Canada. The
Company owns and operates 4 March, restaurants, 6 Marchelino
restaurants, 2 Take-me! March, outlets and 4 Movenpick restaurants
in Toronto, Ottawa, Montreal and Boston. In addition, the Company
operates 12 Take-me! March, outlets in a joint venture with
Loblaws.


ROBIN MARIE BLASKIS: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Robin Marie Blaskis
        dba Robin Marie Blaskis, CPA
        721 North Dixie Avenue
        Cookeville, Tennessee 38501

Bankruptcy Case No.: 05-05251

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      CCI Industries, Inc.                       05-05252
      Cumberland Cultured Inc.                   05-05253

Type of Business: Robin Marie Blaskis is the President of CCI
                  Industries, Inc., and Cumberland Cultured Inc.
                  CCI Industries manufactures and distributes
                  bathroom vanity tops, shower pans, shower walls,
                  tubs & tub surrounds, whirlpools, solid surface
                  countertops, vanities made of high-quality
                  cultured marble, granite, and onyx. See
                  http://www.cumberlandcultured.com/

Chapter 11 Petition Date: April 29, 2005

Court: Middle District of Tennessee (Cookeville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, Tennessee 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

                             Total Assets    Total Debts
                             ------------    -----------
Robin Marie Blaskis              $771,500     $3,228,725
CCI Industries, Inc.           $1,110,500     $1,914,271
Cumberland Cultured Inc.       $1,110,500     $1,914,271

Robin Marie Blaskis' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Sparta Apothecary Inc., et al.                          $411,000
c/o Ej Mackie
204 North Jefferson Avenue
Cookeville, TN 38501

IRS                                                     $241,186
801 Broadway Mdp146
Nashville, TN 37203

JR Gaw Produce                                          $164,000
28 West Spring Street
Cookeville, TN 38501

AMSouth Bank (S)                 Commercial             $153,288
P.O. BOX 11407                   Building
Birmingham, AL 35246             Co-Cosigned For
                                 Ex-Son-In-Law

Advanced Plastics                                        $52,829
P.O. BOX 220
Franklin, TN 37065

AMSouth Bank                                             $50,962
P.O. BOX 11407
Birmingham, AL 35246

AMSouth Bank                                             $47,608
P.O. BOX 11407
Birmingham, AL 35246

Highways Inc.                                            $43,988
50 West Davis Road
Cookeville, TN 38501

Bank of America                                          $30,000
P.O. Box 26078
Greensboro, NC 27420

American Express                                         $22,391
P.O. BOX 360002
Fort Lauderdale, FL 33336

MBNA America                                             $17,215
P.O. Box 15137
Wilmington, DE 19886

First Tennessee Bank                                     $16,768
P.O. BOX 31
Cookeville, TN 38501

Advanta Mastercard                                       $15,000
P.O. BOX 8088
Philadelphia, PA 191018088

Putnam County Trustee                                    $13,996
300 East Spring Street #2
Cookeville, TN 37501

Bank One Visa (U)                                        $13,683
P.O. BOX 94014
Palatine, IL 600944014

City Of Cookeville                                       $12,500
P.O. BOX 998
Cookeville, TN 38501

Bank of America                                          $11,423
P.O. BOX 53155
Phoenix, AZ 85072

First Internet Bank                                      $11,283
7820 Innovation Boulevard
Suite 210
Indianapolis, IN 46278

Middlebrook AL                                           $11,000
1892 Vivian Drive
Cookeville, TN 38501

First Volunteer Bank                                     $10,000
P.O. BOX 11167
Chattanooga, TN 37402

Consolidated List of 20 Largest Unsecured Creditors of:

   -- CCI Industries, Inc.
   -- Cumberland Cultured Inc.

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
IRS                                                     $241,186
801 Broadway Mdp146
Nashville, TN 37203

First Tennessee Bank                                    $232,979
P.O. BOX 31
Cookeville, TN 38501

Advanced Plastics                                        $52,829
P.O. Box 220
Franklin, TN 37065

AmSouth Bank                                             $50,962
P.O. BOX 11407
Birmingham, AL 35246

Highways Inc.                                            $43,988
50 West Davis Road
Cookeville, TN 38501

American Honda                   Honda CRV               $14,349
P.O. Box 105027                  Value of Security:
Atlanta, GA 30348                $10,500

Putnam County Trustee                                    $13,996
300 East Spring Street #2
Cookeville, TN 37501

Bank One Visa                                            $13,683
P.O. Box 94014
Palatine, IL 600944014

City of Cookeville                                       $12,500
P.O. Box 998
Cookeville, TN 38501

Middlebrook AL                                           $11,000
1892 Vivian Drive
Cookeville, TN 38501

Key Equipment                                             $6,000
600 Travis, Suite 1300
Houston, TX 77002

Toyota Motor Credit                                       $5,936
P.O. BOX 2431
Carol Stream, IL 60132

Advanta Mastercard                                        $5,895
P.O. Box 8088
Philadelphia, PA 19101-8088

Solutions                                                 $5,154
135 South Madison Avenue
Cookeville, TN 38501

AmSouth Bank                                              $5,054
P.O. Box 11407
Birmingham, AL 35246

R&R Solid Surface                                         $5,034
131 Carr Avenue
Cookeville, TN 38501

Tennessee Department of Labor                             $5,007
Workforce Environment
c/o Tennessee Attorney
General's Office
P.O. Box 20207
Nashville, TN 37202

Composites One                                            $4,500
P.O. Box 409328
Atlanta, GA 30384

SAFAS                                                     $4,155
2 Ackerman Avenue
Clifton, NJ 07011

Rons Body Shop                                            $4,000
131A Carr Avenue
Cookeville, TN 38501


ROCK-TENN: Acquiring Paperboard Packaging Business for $540 Mil.
----------------------------------------------------------------
Rock-Tenn Company (NYSE:RKT) reported an agreement to acquire the
assets of Gulf States Paper Corporation's Pulp and Paperboard and
Paperboard Packaging business for $540 million.  

Gulf States operates one of the lowest cost solid bleached
sulphate paperboard mills in North America and 11 folding carton
plants, serving primarily food packaging, food service and
pharmaceutical and health and beauty markets.  Net sales of the
acquired business for the 53-week period ended April 3, 2005, were
$487 million.  The paperboard mill's annual capacity includes
327,000 tons of bleached paperboard and 91,500 tons of southern
bleached softwood kraft pulp.  The shareholders and Board of
Directors of Gulf States and the Board of Directors of Rock-Tenn
Company have approved the transaction.  The closing is subject to
Hart-Scott-Rodino review and other customary closing conditions.  

Rock-Tenn plans to finance the purchase with approximately
$50 million of cash on hand and proceeds from new bank credit
facilities that it plans to enter into in a financing to be led by
Wachovia Capital Markets LLC, SunTrust Capital Markets Inc. and
Banc of America Securities LLC.  Rock-Tenn expects to close the
acquisition in early June 2005.  Banc of America Securities LLC
acted as financial advisor to Rock-Tenn on the transaction.

Rock-Tenn's Chairman and Chief Executive Officer, James Rubright
said, "Gulf States' paperboard and packaging business is the best
possible strategic combination for our recycled paperboard and
folding carton business.  Gulf States' very low cost bleached
paperboard mill, strong folding carton plants and focus on
attractive major food and food service markets are great
complements to our existing business.  This combination will
greatly enhance our ability to serve our North American customers
across our extremely diverse product lines.  The transaction also
provides us many opportunities to reduce our costs and increase
our capabilities."

As a result of the acquisition, Rock-Tenn will become the second
largest folding carton producer in North America with leading
positions in recycled and bleached paperboard.  The purchase price
represents a multiple of approximately 7.2 times Gulf States' Pulp
and Paperboard and Paperboard Packaging divisions' Adjusted EBITDA
as defined herein for the 53-week period ended April 3, 2005.  The
purchase price represents a multiple of approximately 6.1 times
Gulf States' Pulp and Paperboard and Paperboard Packaging
divisions' Pro Forma Adjusted EBITDA as defined herein for the 53-
week period ended April 3, 2005.  Rock-Tenn estimates that it will
realize additional annual operational synergies, both at the
facilities and headquarters, of approximately $6 million over the
two years following the acquisition.  Certain of these synergies
will be offset during a transitional period following the closing
by the one-time costs Rock-Tenn will incur, including costs under
a transition services agreement with Gulf States.

Gulf States' Pulp and Paperboard and Paperboard Packaging
divisions recorded net sales of $487 million for the 53 weeks
ended April 3, 2005.  The Pulp and Paperboard division contributed
$146 million of net sales and the Paperboard Packaging division
accounted for $341 million of net sales.  The divisions recorded
net income of $24.7 million over the 53-week period.

                         About the Company

Rock-Tenn Company is one of North America's largest manufacturers
of recycled paperboard, folding cartons and promotional displays,
with consolidated net sales of $1.6 billion in 2004.  Rock-Tenn
also believes that it is the largest independent purchaser of
bleached paperboard for folding cartons in North America based on
its 2004 purchases of approximately 170,000 tons.  Rock-Tenn's
folding carton business' geographic reach and wide-ranging
printing capabilities enable the Company to serve a diverse
customer base with complex requirements across North America.
Rock-Tenn Company's paperboard division is a leading producer of
100% recycled paperboard with 11 mills that manufacture clay-
coated and uncoated paperboard that is converted into a variety of
products.

                          *     *     *

As reported in the Troubled Company Reporter yesterday, Standard &
Poor's Ratings Services lowered its corporate credit and senior
unsecured debt ratings on Rock-Tenn Co. to 'BB' from 'BBB-' and
placed them on CreditWatch with negative implications.

The rating action followed the company's announcement that it will
finance $490 million of the $540 million acquisition of unrated
Gulf States Paper Corp.'s pulp, paperboard, and packaging
businesses with debt.  This transaction, which is expected to
close in June, substantially increases Rock-Tenn's financial
leverage.  Pro forma for the transaction, total debt to
EBITDA is approximately 4.5x for the 12 months ended Dec. 31,
2004.

While Rock-Tenn's business position will be improved by this
transaction, the use of financial leverage is very aggressive.

"The CreditWatch placement reflects Standard & Poor's concerns
about how quickly financial leverage can be reduced given Rock-
Tenn's historically low level of free cash flow and the negative
trend in its operating margins over the last six years," said
Standard & Poor's credit analyst Dominick D'Ascoli.


ROUGE INDUSTRIES: Has Until June 16 to File Plan of Reorganization
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware enlarged
the period within which Rouge Industries, Inc., and its debtor-
affiliates have the exclusive right to file a plan of
reorganization to June 16, 2005.  The Court also enlarged
their exclusive period to solicit acceptances of a plan to
Aug. 16, 2005.

As reported in the Troubled Company Reporter on Feb. 17, 2005,
substantially all of the Debtors' assets were acquired on
Jan. 30, 2004, by SeverStal N.A. in exchange for $285.5 million
and other consideration pursuant to the terms of an Asset Purchase
Agreement approved by the Court on Dec. 2, 2003, and subsequently
amended and executed on Jan. 30, 2004.

Alicia B. Davis, Esq., at Morris Nichols Arsht & Tunnell, in
Wilmington, Delaware told the Court that despite consummation of
the Asset Sale, the Debtors' chapter 11 cases continue to raise
numerous complex issues including:

   * matters relating to the Debtors' significant and multifaceted
     relationship with Ford Motor Company;

   * matters related to claims for benefit and compensation made
     by the Debtors' unionized and salaried former employees;

   * sizeable claims asserted by and related litigation involving
     Duke/Fluor Daniel.

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


ROUGE INDUSTRIES: Wants Until July 18 to Remove Civil Actions
-------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend, through
July 18, 2005, the period within which they can elect to remove
state court actions to the District of Delaware for resolution.  

Robert J. Dehney, Esq., at Morris Nichols Arsht & Tunnell, in
Wilmington, Delaware, informs the Court that the Debtors have been
unable to make informed decisions regarding the removal of any
claims, proceedings or civil causes of actions during its current
Removal Period because other issues have taken a higher priority.

During the prior and existing Removal Periods, the Debtors have
reached agreements with certain of their alleged secured creditors
to allow for and extend the continued use of cash collateral.  
These agreements have helped ensure that they have sufficient
liquidity to continue the efficient administration of their
estates and bring their cases to a successful conclusion.  

The Debtors have also:

   (1) successfully negotiated numerous matters related to the
       termination of the their collective bargaining agreement
       with their unionized employees and the wind down of their
       employee benefits for unionized and salaried employees;

   (2) diligently advanced in the process of reviewing and where
       appropriate, objecting to claims;

   (3) commenced negotiations with the Official Committee of
       Unsecured Creditors and exchanged documents with Ford Motor
       Company and Duke Fluor/Daniel, which assert large alleged
       secured claims against them;

   (4) undertaken a comprehensive review of potential avoidance
       actions to be asserted; and

   (5) explored the most advantageous means of selling or
       disposing their remaining assets.

The Court will convene a hearing on May 19, 2005, to consider the
Debtors' request.  By application of Rule 9006-2 of the Local
Rules of Bankruptcy Practice and Procedures of the United States
Bankruptcy Court for the District of Delaware, the Debtors'
removal period is automatically extended through the conclusion of
that hearing.

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


SAKS INC: Selling Proffitt's/McRae's to Belk for $622 Million
-------------------------------------------------------------
Retailer Saks Incorporated (NYSE:SKS) reported plans for its Saks
Department Store Group business segment.  These plans include:

    (1) selling its Proffitt's/McRae's business to Belk, Inc. for
        $622 million;

    (2) exploring strategic alternatives for its northern
        department store division and Club Libby Lu, which could
        include the sale of one or both; and

    (3) retaining and continuing to operate the Company's Parisian
        stores.

The Company will continue to operate its Saks Fifth Avenue
Enterprises business segment.

R. Brad Martin, Chairman and Chief Executive Officer of Saks
Incorporated, said, "Over the last several years, we have
dedicated significant management effort, investment, and resources
into strengthening our SDSG franchises and positioning the
business for future growth.

"In conjunction with this focus, we have very carefully considered
strategic options to improve the profitability of these assets and
to enhance shareholder value.  As a result, we believe it is
appropriate to divide the SDSG businesses into distinct
enterprises and permit each to have its own focused future.  The
decisions to sell Proffitt's and McRae's, to explore strategic
alternatives for our northern department store group and Club
Libby Lu, and to continue to operate Parisian were made very
deliberately.  We believe this strategy is in the long-term best
interests of our shareholders, our customers, and our associates."

                  Sale of Proffitt's/McRae's

The Company has reached a definitive agreement with Belk, whereby
Belk will acquire substantially all of the assets directly
involved in the Proffitt's and McRae's operations in a cash
transaction for $622 million, plus the assumption of approximately
$1 million in capitalized lease obligations and the assumption of
certain other ordinary course liabilities associated with the
acquired assets.  The assets include the real and personal
property and inventory associated with 22 Proffitt's stores and 25
McRae's stores.  Belk will also assume operating leases on leased
store locations.  The 47 Proffitt's/McRae's stores being sold are
located throughout 11 Southeastern states and generated revenues
of approximately $700 million in 2004.

The transaction is subject to various closing conditions,
including the expiration or termination of all waiting periods
under the Hart-Scott-Rodino Antitrust Improvements Act, and is
expected to be completed in the second quarter of 2005.

Belk will offer all current Proffitt's and McRae's store
associates employment and will operate the Proffitt's/McRae's
headquarters in Alcoa (metropolitan Knoxville), Tennessee for a
transition period anticipated through September 2005.  During that
time, Proffitt's/McRae's corporate associates in the Alcoa
headquarters will either be offered positions with Belk or will be
given appropriate severance packages.  Belk also will contract
with Saks Incorporated to provide certain support services,
including information technology, credit services, and other back
office support functions, for a limited period of time.

               Exploring Strategic Alternatives

The Company is exploring strategic alternatives for its northern
department store division (as one entity), operating under the
nameplates of Bergner's, Boston Store, Carson Pirie Scott,
Herberger's, and Younkers, as well as its Club Libby Lu specialty
store business.  The strategic alternatives could include the sale
of the northern department store division and/or Club Libby Lu.
Goldman Sachs & Co. and Citigroup have been retained to advise the
Company in this process as well as on the Proffitt's/McRae's
transaction.  There can be no assurance that this strategic
alternative process will result in a transaction or transactions.

The northern department store group consists of 143 stores located
throughout 12 Midwestern and Great Plains states which generated
revenues of approximately $2.2 billion in 2004.

"We believe it is the appropriate time to explore strategic
alternatives for our northern department store group," Martin
said.  "We think there is a very bright future for this business
and that the opportunity exists to gain trade-area share in the
midst of disruption associated with various merger integration
activities currently taking place at our competitors.  This
strategic alternative process can lead to an exciting and
independent future for this business, as well as create
shareholder value for Saks Incorporated."

The Company acquired specialty store retailer Club Libby Lu in May
2003.  At that time, the experience-driven retail concept catering
to pre-teen girls only had eleven stores in operation.  Since the
acquisition, the Company has refined and rapidly expanded the
concept to 43 stores and 23 in-store shops located within SDSG
stores.  Twenty additional Club Libby Lu stores and in-store shops
are scheduled to open in 2005. Club Libby Lu revenues were
approximately $30 million in 2004.  Martin noted, "Club Libby Lu
offers a truly unique assortment of products and experiences for
the 'tween' customer.  We believe there are both domestic and
international growth opportunities for Club Libby Lu and that this
strategic alternative process also can result in an independent
future for this high-growth business."

                     Retaining Operations

The Company will retain the operations of Parisian, which operates
38 stores in nine states and generated 2004 revenues of
approximately $700 million.  Also, the Company will keep the
McRae's stores in Tuscaloosa, Gadsden, and Dothan, Alabama, as
well as the McRae's store in the Riverchase Galleria in
Birmingham.  The Company will convert the Tuscaloosa and Gadsden
locations into Parisian stores and will explore options for the
Dothan and Riverchase stores.  Martin noted, "Adding these
locations to Parisian's store base will strengthen our
extraordinary Parisian franchise in Alabama.  Additionally, we
have already announced plans to open a new Parisian store in
metropolitan Birmingham and to enter the new markets of Memphis,
Tennessee and Little Rock and Rogers, Arkansas over the next 18
months.  These planned new units indicate Parisian's growth
potential, and we are excited about charting the future for and
creating long-term value in this very special business."

The Company also will continue to operate SFAE, which consists of
57 Saks Fifth Avenue stores, 52 Saks Off 5th stores, and saks.com
and generated 2004 revenues of approximately $2.7 billion.  Martin
said, "2004 was a year of solid progress at SFAE.  We improved
operating performance while making strategic investments in the
business; strengthened our real estate portfolio by opening select
new stores and closing others; continued to invest in the direct
business; and began the process of fulfilling our promise to
'expertly deliver personalized style' to our customers through
focused, world-class merchandise, service, and marketing
strategies.  We have established the foundation and a clear
direction for a very bright future in this business."

             About Saks Incorporated and SDSG

Saks Incorporated operates Saks Fifth Avenue Enterprises (SFAE),
which consists of 57 Saks Fifth Avenue stores, 52 Saks Off 5th
stores, and saks.com.  The Company also operates its Saks
Department Store Group (SDSG) with 232 department stores under the
names of Parisian, Proffitt's, McRae's, Younkers, Herberger's,
Carson Pirie Scott, Bergner's, and Boston Store and 43 Club Libby
Lu specialty stores.

SDSG occupies a distinctive competitive niche in the retail
landscape, positioned as the "hometown department store" in the
markets they serve.  SDSG nameplates have a rich heritage.  Most
have been in existence for more than a century, and all are
embedded with substantial brand equity.  SDSG's stores operate
from a high quality, well-maintained real estate portfolio,
principally as anchors in the leading regional or community malls
throughout the Southeastern, Midwestern, and Great Plains regions
of the United States.

                       About Belk, Inc.

Charlotte, North Carolina based Belk, Inc. is the nation's largest
privately-owned department store company with 228 stores in 14
Southeastern states.

                        *     *     *

Fitch Ratings has downgraded Saks Incorporated's senior notes to
'B+' from 'BB-' and $800 million secured bank facility to 'BB'
from 'BB+'.  At the same time, Fitch has placed Saks on Rating
Watch Negative.  Saks had $1.2 billion of senior notes outstanding
as of April 14, 2005.


SAKS INC: Fitch Downgrades $800 Mil. Secured Bank Facility to BB
----------------------------------------------------------------
Fitch Ratings has downgraded Saks Incorporated's senior notes to
'B+' from 'BB-' and $800 million secured bank facility to 'BB'
from 'BB+'.  At the same time, Fitch has placed Saks on Rating
Watch Negative.  Saks had $1.2 billion of senior notes outstanding
as of April 14, 2005.

The downgrade reflects the uncertainty as to the effect on Saks'
credit profile of the announced and potential restructuring
actions outlined by the company today, the risks associated with
an ongoing accounting investigation that has resulted in a delay
in filing of the company's 10-K, and Saks' persistently weak
operating performance.  The Rating Watch Negative reflects the
possibility of a weakened credit profile including a more narrow
business focus as a result of the restructuring, and the potential
need for additional financial restatements due to the accounting
investigation.

Saks announced that it has agreed to sell its Proffitt's and
McRae's operations to Belk, Inc., for $622 million.  In addition,
Saks announced that it is exploring strategic alternatives for its
Northern Department Store Group and its Club Libby Lu business.  
In total, the company could sell businesses that represent
slightly less than half of total revenues, reducing its diversity
and leaving it more narrowly focused within the cyclical luxury
segment.  While liquidity would receive a boost from any asset
sales, the ultimate balance sheet impact from these transactions
is uncertain at this time.

In addition, there is uncertainty as to the reliability of the
company's recent financial statements and current financial
profile due to an ongoing investigation into vendor accounting
irregularities and lease accounting misstatements, along with the
resulting delay in the filing of the company's 10-K.  An SEC
investigation into these issues has widened to include related
accounting and financial matters.  The delay in filing the 10-K
could place the company in technical default of its note
indentures and lead to an acceleration of its note maturities.

Saks' operations have been pressured in recent years by soft
apparel sales and growing competition from specialty and discount
retailers.  Comparable store sales trends remain weak at the
Department Store Group, increasing 1.6% in 2004 and 0.4% in 2003.
Comparable store sales growth accelerated to 10.8% at the Saks
Fifth Avenue segment in 2004, though this failed to translate into
wider operating margins due to costs related to store closings.
Operating profitability remains soft at both divisions, with the
consolidated operating margin declining to 3.5% in 2004 from 3.9%
in 2003.


SANDITEN INVESTMENTS: Bank of Oklahoma Wants Case Dismissed
-----------------------------------------------------------
The Bank of Oklahoma, N.A., is the largest creditor of Sanditen
Investments, Ltd., holding a $1,746,943 claim.  The Bank wants
Sanditen's chapter 11 case dismissed because the Debtor is
solvent, with assets of approximately $20.7 million and only $3.1
million in debt.

The Bank discloses that the Debtor:

    -- owns four unencumbered real estate valued in excess of $20
       million;

    -- faces no significant litigation;

    -- has more than $170,000 of cash on hand; and

    -- is current on its prepetition obligations.

The Bank reminds the Court that chapter 11 protection should only
be sought as a last resort.  In the Debtor's case, the Bank
argues, it serves no valid purpose.

The Bank urges the Court to dismiss the case to stop Sanditen from
delaying its payments to the Bank.

The Bank of Oklahoma in this matter by:

          Neal Tomlins, Esq.
          Ronald E. Goins, Esq.
          Tomlins & Goins
          Utica Plaza Building
          2100 South Utica Avenue, Suite 300
          Tulsa, Oklahoma 74114
          Telephone (918) 747-6500
          Fax (918) 749-0874

Headquartered in Tulsa, Oklahoma, Sanditen Investments, Ltd., owns
two shopping centers and some undeveloped real estate in Tulsa,
Oklahoma.  The Company filed for chapter 11 protection on Feb. 18,
2005 (Bankr. N.D. Okla. Case No. 05-10850).  John D. Dale, Esq.,
at Gable & Gotwals represents the Debtor in it restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets $50 million and estimated debts of $10
million.


SCOTT PAPER: Debt Repayment Prompts S&P to Withdraw Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' long-term
corporate credit rating on Scott Paper Ltd.  Scott Paper had
recently redeemed its senior subordinated notes that were due in
2007, and has no other public debt outstanding.  Scott Paper is a
wholly owned subsidiary of privately held Kruger Inc.


SEMCO ENERGY: Earns $12.5 Million of Net Income in First Quarter
----------------------------------------------------------------
SEMCO ENERGY, Inc. (NYSE: SEN) reported its financial results for
the quarter ended March 31, 2005.  The Company reported
$12,496,000 of net income for the first quarter, compared to
$8,085,000 of net income for the same period in 2004.  The
Company's net income available to common shareholders for the
quarter was $3.2 million, compared to $8 million for the first
quarter of 2004.  The following items, all of which are quantified
on an after-tax basis, were the most significant factors
contributing to the $4.8 million decrease in results.  The primary
factor affecting earnings was a non-operating charge of
approximately $8.2 million in connection with the repurchase of
the Company's Convertible Preference Stock and warrants from a
private investor.  Financing costs increased by approximately $0.7
million on a net basis, due to interest expense and dividends on
both the CPS and newly-issued preferred stock.  Operations and
maintenance expenses were higher by approximately $1.3 million,
due primarily to increased employee benefit costs and professional
fees, offset partially by a decrease in uncollectible customer
accounts.  

The adverse impact of the previously mentioned factors was
partially offset by the following items, which improved results
when comparing the first quarter of 2005 to the same period in
2004.  There were no losses from discontinued operations in the
Company's 2005 results, while 2004 included $4.8 million in losses
from discontinued operations.  In addition, gas sales margin and
other gas distribution revenues increased by approximately $0.9
million, primarily due to customer growth, a reduction in
unaccounted-for gas, a significant recovery from a bankrupt
customer and an increase in pipeline construction management
revenues.  The increase in gas sales margin was partially offset
by a decrease in volumes of gas sold, due in large part to warmer
overall weather compared to last year and the apparent impact of
higher natural gas prices on customer usage.

George A. Schreiber, Jr., Company President and Chief Executive
Officer, said, "We are pleased that first quarter operating and
financial results are on track to meet our expectations for the
year.  Gas distribution business operating income for the first
quarter of 2005 was $29.7 million, compared to $30.4 million for
the first quarter of 2004.  This slight decrease was due in part
to an increase in operating expenses.  However, additional
revenues to offset these expenses should be realized in future
periods from recent rate case settlements covering customers in
Michigan.  Under the terms of the rate case settlements, the
Company expects annual revenue increases of approximately $3.7
million (average annualized amount over the next three years) in
the Battle Creek area and $7.1 million from its other Michigan
customers.  The settlement of both rate cases should produce
additional revenue sooner than if the requests had been litigated.
The rate increases generally go into effect in April 2005."

Mr. Schreiber went on to say, "First quarter financial performance
was negatively impacted by the preference stock and warrant
repurchase. In connection with the original issuance of these
securities, action by the Regulatory Commission of Alaska was
needed on the issue of whether a change of control occurred as a
result of that investment in the Company.  When it became apparent
that it would be difficult to obtain the appropriate regulatory
approvals, the Company repurchased the securities.  The Company is
in the process of seeking the termination of the RCA approval
proceedings, including rejection of the Alaska Attorney General's
proposal for a 2006 base rate case, because, with the repurchase,
the change in control issue no longer exists.  We continue to
await the RCA's resolution of this important matter." Mr.
Schreiber added, "The repurchase was funded by issuing a new,
lower-cost Convertible Preferred Stock with more favorable terms.  
The short-term impact on reported earnings is clearly negative.  
The long-term benefit is that the Company's cost of capital has
been reduced."

                         Impact of Weather

Temperatures during the first quarter of 2005 were 7.5 percent
warmer than normal in Alaska and 4.8 percent colder than normal in
Michigan.  During the first quarter of 2004, temperatures in
Alaska and Michigan were 0.9 percent and 2.5 percent colder than
normal, respectively. The Company estimates that the combined
variations from normal weather decreased net income by
approximately $0.7 million during 2005 and increased net income by
approximately $0.5 million during 2004.

                           2005 Outlook

The Company expects that its 2005 net income available to common
shareholders will be in the range of $0.03 to $0.07 per share,
taking into account the one-time charge incurred in connection
with the recent securities repurchase. The repurchase reduced the
Company's expected 2005 net income available to common
shareholders by $8.2 million, or approximately $0.27 per share.
Excluding this charge, net income available to common shareholders
is expected to be in the range of $0.30 to $0.34 per share for
2005.

As with previous guidance, this earnings outlook for 2005 includes
the impact of continuing initiatives to improve the Company's
balance sheet and assumes normal weather in markets served for the
remainder of the year.  The Company's financing plans currently
contemplate the issuance of approximately $25 to $30 million of
common equity in the second half of 2005.  The intended use of
proceeds from this issuance is the redemption, at par, of a like
amount of the 10.25 percent subordinated debentures and related
Trust Preferred Securities.  The Company has previously announced
its intention to redeem $10 million of these securities in the
second quarter.  When all of these securities are redeemed,
unamortized, non-cash issuance costs expected to be no more than
$1.0 million, after tax, or approximately $0.03 per share, would
be expensed.

The Company still anticipates cash from operations for 2005, as
measured by EBITDA, to be in a reasonable range around $94 million
and capital expenditures for 2005 to be approximately
$39.5 million.  EBITDA represents earnings before interest,
dividends on Convertible Preferred Stock, taxes, depreciation and
amortization and is therefore a non-GAAP financial measure.  
EBITDA is reported here because the Company believes it is
commonly used by investors as an indication of a company's ability
to incur and service debt.

While the Company believes EBITDA is a useful measure for
investors, it is not a measurement presented in accordance with
generally accepted accounting principles in the U.S., or GAAP, and
the Company does not intend EBITDA to represent cash flows from
operations as defined by GAAP.  You should not consider EBITDA in
isolation or as a substitute for net income, cash flows from
operations or any other items calculated in accordance with GAAP.  
This calculation of EBITDA may or may not be consistent with that
of other companies.  Management views EBITDA as a liquidity
measure and, therefore, the nearest GAAP measure is cash flow from
operations.  A reconciliation of the Company's projected EBITDA to
projected cash flow from operations is included in the following
statistics.

SEMCO ENERGY, Inc., distributes natural gas to approximately
400,000 customers combined in Michigan, as SEMCO ENERGY GAS
COMPANY, and in Alaska, as ENSTAR Natural Gas Company.  It also
owns and operates businesses involved in propane distribution,
intrastate pipelines and natural gas storage.

                        *     *     *

As reported in the Troubled Company Reporter on March 14, 2005,
Moody's Investors Service affirmed the credit ratings of SEMCO
Energy, Inc., and its supported debt (Ba2 sr. uns.), and changed
the outlook from stable to negative.  The rating actions follow
SEMCO's announcement that it will take out the preference stake
held by K-1 Ventures Limited, a private equity firm and the
company's largest shareholder, with a new preferred stock
issuance.  The transaction was prompted by recent unfavorable
regulatory developments and was not known to Moody's at the time
Moody's stabilized SEMCO's outlook in 1/05.

The refinancing will result in weaker credit metrics and covenant
cushions than we had expected previously.  Furthermore, according
to the company's latest forecast, it appears less likely that
SEMCO will sustain positive post-capex free cash flow over the
near term as previously expected.  This setback in its credit
profile makes it more critical that SEMCO successfully clear some
upcoming hurdles, including: a favorable rate order in Michigan,
issuing common stock, and renewing its bank facility.


SEMGROUP LP: Buying Koch Materials' US & Mexican Asphalt Business
-----------------------------------------------------------------
SemGroup, L.P., and Koch Materials Company signed a definitive
purchase and sale agreement involving a majority of Koch Pavement
Solutions' asphalt operations and assets located in the United
States and Mexico.

SemGroup expects the acquisition to close during the second
quarter of 2005, pending regulatory approval under the U.S.
Federal Trade Commission's Hart-Scott-Rodino Act and Mexico's Ley
Federal de Competencia Economica.  Terms of the agreement were not
disclosed.

The acquisition includes:

   * 47 asphalt terminals in 24 states in the U.S.;
   * 13 asphalt terminals in Mexico;
   * five regional technical centers;
   * 65 worldwide patents; and
   * 10 pending patents.

SemGroup said that all of the assets will be operated by its
asphalt business unit, SemProducts, L.P.

Tom Kivisto, SemGroup president and chief executive officer, said
that the acquisition solidifies SemGroup's commitment to the
asphalt industry.  "Two smaller acquisitions earlier this year
provided us insight to opportunities available through the asphalt
component of the petroleum industry.  Koch Pavement Solutions'
growth since its founding in 1959 is impressive.  We believe it
provides an excellent expansion vehicle for SemProducts and
complements SemGroup's crude oil, natural gas, natural gas liquids
and refined products business segments," Kivisto said.

"Koch Pavement Solutions has a long history of providing
innovative asphalt solutions to our customers," said Rob Witte,
president of Koch Materials Company.  "We are excited that
SemGroup values the knowledge and talent of the employees
associated with this business and is committed to growth and
success for this array of great facilities, products and
services."

Koch Materials, an indirect subsidiary of Koch Industries, LLC, is
one of the largest U.S. asphalt retailers and the largest producer
of asphalt emulsions and polymer modified asphalt cement in North
America.

SemGroup will gain about 470 employees in the U.S. and 180
employees in Mexico through the purchase.  The Mexico portion of
the acquisition is a self-sufficient, stand-along business
currently operating as Koch Materials Mexico. The purchase marks
SemGroup's first move into the Mexican market.

The assets offered in the sale are comprised of:
    
     *  Koch Materials' U.S. asphalt operations, other than those
        noted below as excluded;

     *  Koch Materials' and ConocoPhillips' combined 100 percent
        interest in KC Asphalt, LLC;

     *  KMC Enterprises' indirect interest in Koch HC (Mexico) S.
        De R.L. De C.V., which hold the Koch Materials Mexico
        business;

     *  KMCE's 100 percent interest in Chemical Petroleum
        Exchange; and

     *  Koch Materials' 50 percent interest in Vulcan-Koch Asphalt
        Marketing, LLC.
    
Koch Materials will retain facilities in North Dakota, South
Dakota, Minnesota, Wisconsin, Iowa and Nebraska that receive
asphalt produced at a Minnesota refinery owned by Flint Hills
Resources, LP, an indirect wholly owned subsidiary of Koch
Industries, LLC.  The proposed sale also does not include KMCE's
asphalt business in China and Brazil or Koch Materials'
Performance Roads business interests.

Koch Materials and Koch Materials Mexico supply asphalt products
to a diversified base of more than 3,000 customers in the U.S. and
Mexico, including government agencies, national contractors and
numerous regional and local contractors.

According to the Asphalt Institute, total sales of liquid asphalt
paving products in the U.S. averaged nearly 30 million tons for
the years 1999 through 2003.  Of that total, 80 percent was sold
to the public sector.

                      About Koch Materials

Koch Materials Company is based in Wichita, Kan., and develops and
markets advanced paving systems and high-quality products. Koch
Materials is a subsidiary of Koch Industries, LLC. Koch companies
are engaged in trading, investments and operations around the
world. More information is available at:

     * http://www.kochpavementsolutions.com/      
     * http://www.kochmaterials.com/or
     * http://www.kochind.com/

                        About SemGroup

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  It is
ranked #14 on Forbes magazine's list of America's Largest

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 10, 2005,
Moody's upgraded SemGroup, L.P.'s senior implied rating to Ba3
from B1.  Moody's upgraded SemCrude, L.P.'s existing secured debt
ratings by one notch and assigned a Ba3 rating to a new
$175 million senior secured fourth tranche, for SemCams
Holding Company, taking the total senior secured credit facility
to $924.6 million.  


SEQUOIA MORTGAGE: Fitch Puts Low-B Ratings on B-4 & B-5 Classes
---------------------------------------------------------------
Sequoia Mortgage Trust's mortgage pass-through certificates,
series 2005-3, are rated by Fitch Ratings:

     -- $349,687,100 classes A-1, X-A, X-B, and A-R 'AAA';
     -- $6,208,000 class B-1 'AA';
     -- $3,287,000 class B-2 'A';
     -- $2,374,000 class B-3 'BBB';
     -- $1,095,000 class B-4 'BB';
     -- $ 731,000 class B-5 'B'.

The class B-6 certificate is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.25%
subordination provided by the:

               * 1.70% class B-1,
               * 0.90% class B-2,
               * 0.65% class B-3,
               * 0.30% privately offered class B-4,
               * 0.20% privately offered class B-5, and
               * 0.50% privately offered class B-6 certificates.

The ratings on classes B-1, B-2, B-3, B-4, and B-5 certificates
are based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  The ratings also
reflect the quality of the mortgage collateral, the capabilities
of Wells Fargo Bank, National Association, as Master Servicer
(rated 'RMS1' by Fitch), and Fitch's confidence in the integrity
of the legal and financial structure of the transaction.

The Sequoia Mortgage Trust 2005-3 consists of a pool of 1,077
adjustable-rate, fully amortizing 25- and 30-year mortgage loans
secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $365,208,268,
and a weighted average principal balance of $339,098.  All of the
loans have interest-only terms of either five or 10 years, with
principal and interest payments beginning thereafter and adjusting
monthly or semi-annually based on the one-month London Interbank
Offered Rate or six-month LIBOR rate plus a margin, respectively.
Approximately 37% and 22% of the mortgage loans were originated by
GreenPoint Mortgage Funding, Inc., or Morgan Stanley Dean Witter
Credit Corporation, respectively.  The remainder of the loans were
originated by various mortgage lending institutions.  The weighted
average original loan-to-value ratio is 70.08%, with a weighted
average FICO of 737.  Second home and investor-occupied properties
comprise 11.65% and 2.64%, respectively.  

The states with the largest concentration of mortgage loans are:

               * California (20.43%),
               * Florida (11.27%), and
               * Arizona (6.49%).  

All other states represent less than 5% of the aggregate pool
balance as of the cut-off date.

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

Sequoia Residential Funding, Inc., a Delaware corporation and
indirect wholly owned subsidiary of Redwood Trust, Inc., will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificateholders.  For federal income tax
purposes, an election will be made to treat the trust as multiple
real estate mortgage investment conduits.  HSBC Bank USA, National
Association, will act as trustee.


SHADE INC: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Shade, Inc.
        5049 Russell Circle
        P.O. Box 83559
        Lincoln, Nebraska 68501

Bankruptcy Case No.: 05-41749

Type of Business: The Debtor manufactures and sells composite
                  resins, coatings, and adhesives.  The
                  Debtor also provides technical consulting
                  and engineering, research and development,
                  lab services, and recycling and reclamation
                  to the composites industry.  See
                  http://www.shadeinc.com/

Chapter 11 Petition Date: April 29, 2005

Court: District of Nebraska (Lincoln Office)

Debtor's Counsel: Thomas E. Zimmerman, Esq.
                  Jeffrey, Hahn, Hemmerling & Zimmerman
                  4701 Van Dorn
                  P.O. Box 6096
                  Lincoln, Nebraska 68506
                  Tel: (402) 483-7711
                  Fax: (402) 483-6133

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
American Express Corporate                     Unknown
Suite 0001
Chicago, IL 60679-0001

Andre Herman                                   Unknown
14601 Northwest, 98th Street
Raymond, NE 68428

Chase Visa Card Services                       Unknown
P.O. Box 52194
Phoenix, AZ 85072-2194

CitiBank Platinum CitiCards                    Unknown
P.O. Box 6405
The Lakes, NV 88901-6405

Discover Platinum                              Unknown
P.O. Box 30395
Salt Lake City, UT 84130-0395

Donald Bowman, Esq.                            Unknown
1045 Lincoln Mall, Suite 100
Lincoln, NE 68508

First USA Bank                                 Unknown
P.O. Box 94014
Palatine, IL 60094-4014

IRS                                            Unknown
P.O. Box 21126
Philadelphia, PA 19114

Jack Irwin                                     Unknown
6500 South 34th Street
P.O. Box 4226
Lincoln, NE 68516

Lancaster County Treasurer                     Unknown
555 South 10th Street
Lincoln, NE 68508

Linda Shrier                                   Unknown
9360 Jones Street
Omaha, NE 68114

Lon Sorenson                                   Unknown
2425 North 98th Street
Lincoln, NE 68507

MBNA America                                   Unknown
P.O. Box 15019
Wilmington, DE 198865019

Robert Bryant, CPA                             Unknown
6211 O Street
Lincoln, NE 68510

Roger Petrie                                   Unknown
10800 North 56th Street
Lincoln, NE 68514

Target Visa                                    Unknown
Retailers National Bank
P.O. Box 59317
Minneapolis, MN 554590317

US Bank Visa                                   Unknown
US Bancorp
P.O. Box 790429
Saint Louis, MO 631790429

West Gate Bank                                 Unknown
6603 Old Cheney Road
Lincoln, NE 68516


SMC HOLDINGS: Black Diamond & GECC Become Majority Shareholders
---------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved the Disclosure Statement and
confirmed the Amended Plan of Reorganization filed by SMC Holdings
Corp. and its debtor-affiliates on April 21, 2005.

The Debtors filed for chapter 11 to complete and effectuate their
prepackaged chapter 11 Plan.  The solicitation of votes on the
Plan was completed prepetition.  A majority of the creditors
allowed to vote accepted the Plan.  

                        Bayerische Balks

Bayerische Hypo-Und Vereinsbank AG, one of the Debtors' secured
lenders owed $8.4 million, objected to plan confirmation.  The
Plan, according to Bayerische violated the best interests test.  
In a chapter 7 liquidation, Bayerische calculated it would receive
100 cents on the dollar.  The plan offered Bayerische 8 cents on
the dollar.  

Bayerische tells Judge Walrath that Castle Harlan was prepared to
offer $135 million to buy the Debtors' assets.   That sale,
according to Bayerische, was repeatedly blocked by Black Diamond
and GECC as they advanced their selfish interests.  

Bayerische complained that under the Plan, it would receive an
illiquid, minority equity interest in a company dominated by
majority shareholders who wouldn't think twice to exploit
opportunities to extract value other than lawfully-declared
dividends.

At the April 25 confirmation hearing, the Debtors and the New
Stock Holders agreed to amend the terms of the Plan.  The
amendment permits the Debtors to fully pay, in cash, the Allowed
Secured Bank Claims on the Effective Date and to distribute 100%
of the Reorganize SC Corp. Common Stock to the New Stock Holders.

Of $121.7 million owed to the secured lenders, Bayerische Hypo-Und
Vereinsbank holds 7% of that debt and Black Diamond Commercial
Finance LLC and General Electric Capital Corporation hold 93%.  

                             *    *    *

SMC Holdings Corp. also sought and obtained a waiver from the
Bankruptcy Court of the requirement under 11 U.S.C. Sec. 521(1) to
file schedules of assets and liabilities and statements of
financial affairs.  

Headquartered in St. Paul, Minnesota, SMC Holdings Corporation --  
http://www.smartecarte.com/-- provide baggage cart, locker and   
stroller services at airports, train stations, bus terminals,  
shopping centers, ski resorts and entertainment facilities across  
the world.  The Debtors and its four debtor-affiliates each filed  
separated chapter 11 petitions on February 10, 2005 (Bankr. D.  
Del. Case No. 05-10395).  Jason M. Madron, Esq., and Mark D.  
Collins, Esq., at Richards, Layton & Finger, P.A., and Douglas P.  
Bartner, Esq., and Michael H. Torkin, Esq., at Shearman &  
Sterling, LLP represent the Debtors in their restructuring  
efforts.  When the Debtors filed for protection from their  
creditors, they estimated assets and debts of more $100 million.


SMC HOLDINGS: Wants Until May 31 to Make Lease-Related Decisions
----------------------------------------------------------------          
SMC Holdings Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for an extension
until May 31, 2005 (or, if earlier, the effective date of their
confirmed Chapter 11 Plan), the periods within which they can
elect to assume, assume and assign, or reject their unexpired
nonresidential real property leases.

The Debtors explain that they are parties to 22 unexpired
nonresidential real property leases consisting of office, storage
and warehouse facilities located in various locations in several
states.

The Debtors remind the Court that they filed a Prepackaged Plan of
Reorganization and Disclosure Statement on Feb. 10, 2005.

The Debtors give the Court three reasons why the extension is
warranted:

   a) although the Debtors' proposed Plan provides that each of
      the unexpired leases will be assumed by the Debtors, the
      requested extension is an abundance of caution on their part
      given the disposition of the confirmation hearing for the
      Plan;

   b) the unexpired leases are important assets of the Debtors'
      estates and are necessary for the continuation of their
      businesses; and

   c) the Debtors are continuing to pay their current post-
      petition rent obligations under the leases and they assure
      the Court that the requested extension will not prejudice
      the landlords of those leases.

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


SOLECTRON CORP: Restructuring Plan Will Cut 3,500 Jobs
------------------------------------------------------
Solectron Corporation (NYSE:SLR) disclosed a restructuring plan
that will result in charges estimated between $100 to
$115 million, of which approximately 90 percent will be cash
expenditures.

The company said that it estimates the restructuring plan will be
completed by the end of the third fiscal quarter of 2006.  These
actions will reduce the workforce by approximately 3,500
employees, the majority of which are in non-U.S. locations, and
will consolidate approximately 850,000 square feet of facilities
in Europe and North America.

"These are difficult but necessary actions as we continue to
refine our cost structure.  By adjusting our capacities and
strengthening our position in low cost geographies we will improve
our financial performance," said Mike Cannon, president and chief
executive officer.

                      About the Company

Solectron Corporation -- http://www.solectron.com/-- provides a  
full range of worldwide manufacturing and integrated supply chain
services to the world's premier high-tech electronics companies.
Solectron's offerings include new-product design and introduction
services, materials management, product manufacturing, and product
warranty and end-of-life support.  The company is based in
Milpitas, California, and had sales from continuing operations of
$11.64 billion in fiscal 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2005,
Fitch Ratings affirmed Solectron Corporation's debt ratings:

   -- 'BB-' senior unsecured debt;
   -- 'BB+' senior secured bank credit facility;
   -- 'B' subordinated debt.

Fitch says the Rating Outlook is Stable.  Approximately
$1.2 billion of debt is affected by Fitch's action.  


SPIEGEL INC: Court Lifts Stay for BofA to Effect $2 Mil. Set-Off
----------------------------------------------------------------
The Bank of America, N.A., filed Claim Nos. 2845 and 2846 against
Spiegel, Inc., totaling $26,401,825.

As previously reported, Claim No. 2845 asserts $22,986,825 based
on a loan agreement with BofA, dated March 27, 1996.  Claim No.
2846, aggregating at least $3,415,000, was based on a swap
agreement between BofA and Spiegel.  Both claims are based on
unsecured obligations.  However, BofA asserts it is secured to
the extent of a $2.5 million cash collateral pledged by Eddie
Bauer, Inc.

On October 7, 2004, the Debtors objected to the Claims, asserting
that the Claims were not secured and that Claim No. 2846 should
be reduced to $3,415,000 because a portion of it seeks payment of
postpetition interest.

In December 2004, BofA asked the Court to lift the automatic stay
to set off the cash collateral amount against Claim No. 2845.  
The Debtors have not objected to BofA's request.

Subsequently, in a Court-approved Stipulation, the parties agree
that:

   (1) the automatic stay will be lifted to allow BofA to set
       off $2 million of the Cash Collateral;

   (2) BofA will return the balance of the Cash Collateral
       -- consisting of $500,000 plus interest accrued -- to
       Eddie Bauer;

   (3) Claim No. 2845 will be reduced by $2 million, and BofA
       will hold an allowed unsecured claim against Spiegel for
       $20,986,825; and

   (4) Claim No. 2846 will be reduced to $3,415,000, and BofA
       will hold an allowed unsecured claim against Spiegel.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general    
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


STONERIDGE INC: Low Earnings Target Cues S&P to Review Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Stoneridge Inc. to stable from positive, following the company's
announcement that 2005 earnings will fall well short of previous
guidance.  Because of the lower earnings target, it is unlikely
the company will achieve and sustain credit statistics
sufficiently improved to support a ratings upgrade in the next
year or two.  At the same time, Standard & Poor's affirmed our
'BB-' corporate credit, 'BB' senior secured debt, and 'B+' senior
unsecured debt ratings on Stoneridge.

"The outlook revision reflects the very weak and challenging
industry conditions for automotive suppliers that began in 2004,"
said Standard & Poor's credit analyst Nancy Messer. Continuing
into 2005, auto suppliers' financials are being pressured by
reduced light-vehicle production, price concessions to customers,
high raw material prices, and changing original equipment
manufacturers' product mix.  Stoneridge has indicated that the
combination of these unfavorable market conditions and operating
inefficiencies related to its ongoing restructuring program will
constrain near-term margins and earnings.  Although continued
economic strength in the commercial-vehicle sector should support
revenues for Stoneridge in 2005, sales visibility for 2006 is less
certain.

The ratings on Warren, Ohio-based Stoneridge Inc. reflect its
below-average financial and business profiles mitigated by its
diversified revenue base and free cash flow generation.  The
company had balance sheet debt of $200 million at April 2, 2005.

The below-average business profile assessment reflects the highly
competitive and cyclical character of Stoneridge's end markets.
Stoneridge designs and manufactures electrical and electronic
components, modules, and systems for the automotive markets.  The
company's products function in conjunction with the vehicle's
mechanical and electrical system to activate equipment and to
display and monitor vehicle performance.  The relatively diverse
character of Stoneridge's end markets mitigates the revenue impact
of adverse trends in any one market.

For Stoneridge,

    * the light-vehicle original equipment market provides about
      44% of revenues,

    * the medium- and heavy-duty truck market about 45%, and

    * the off-road-vehicle market about 9%.

Also, Stoneridge has a fairly diverse customer base, relative to
the broader auto supplier group, which lessens financial
volatility.  The three Detroit-based OEMs provide about 45% of
revenues, and the largest single customer provides only about 15%.
Still, the company faces a number of different competitors in the
various markets in which it participates.

The company's expected free cash flow generation and adequate
liquidity support the stable outlook.  The relatively diverse
character of Stoneridge's end markets and customer base, relative
to the auto supplier group, mitigate revenue volatility and reduce
downside ratings risk.  Exposure to the cyclical and competitive
automotive and commercial truck original equipment markets
restrict upside ratings potential.  The stable outlook also
reflects Standard & Poor's expectation that Stoneridge will
carefully execute its expansion strategy while maintaining its
credit profile.


SYRATECH CORP: Has Until June 17 to Make Lease-Related Decisions
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Massachusetts
extended, until June 17, 2005 (or, if earlier, the date on which a
Chapter 11 Plan becomes effective), the period within which
Syratech Corporation and its debtor-affiliates can elect to
assume, assume and assign, or reject their unexpired
nonresidential real property leases.

The Debtors remind the Court that it approved the adequacy of
their First Amended Disclosure Statement explaining their First
Amended Joint Plan of Reorganization on March 30, 2005.  The
Plan's confirmation hearing is scheduled for May 12, 2005.

The Debtors explain that they are parties to 15 unexpired
nonresidential leases located in various locations in the U.S.

The Debtors present four reasons to the Court that militate in
favor of the extension:

   a) the Debtors are current on all post-petition rent
      obligations under the leases and they assure that the
      extension will not prejudice the landlords under the leases;

   b) the Debtors cannot successfully operate their businesses
      without the continued use of the properties under the
      leases;

   c) the extension will avert the statutory forfeiture of
      potentially valuable leases, promote the Debtors' ability to
      maximize the value of their estates, and avoid the
      incurrence of needless administrative expenses by minimizing
      the likelihood of inadvertent rejections of valuable leases
      or premature assumption of burdensome leases; and

   d) the Debtors' can determine the expected effective date of
      the Plan if the Court confirms the Plan during the May 12
      confirmation hearing.

Headquartered in Boston, Massachusetts, Syratech Corporation --
http://www.syratech.com/-- manufactures, markets, imports and   
sells tabletop giftware and home decor products.  The Debtor,
along with its affiliates, filed for chapter 11 protection on Feb.
16, 2005 (Bankr. D. Mass. Case No. 05-11062).  Andrew M. Troop,
Esq. Arthur R. Cormier, Jr., Esq., Christopher R. Mirick, Esq.,
at Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed $86,845,512 in total assets and
$251,387,015 in total debts.


SYRATECH CORP: Sells Silvestri Div. to Gift Acquisition for $2.7MM
------------------------------------------------------------------          
The Honorable Robert Somma of the U.S. Bankruptcy Court for the
District of Massachusetts approved Syratech Corporation and its
debtor-affiliates' request to sell certain of their assets free
and clear of all liens, claims, interests and encumbrances to Gift
Acquisition, LLC, and the assumption and assignment of the
executory contracts and unexpired leases related to the sale.  
Judge Somma approved the sale transaction on April 20, 2005.

The Debtors and Gift Acquisition entered into an Asset Purchase
Agreement on March 24, 2005, calling for the sale of the Debtors'
Silvestri Division to Gift Acquisition for $2,750,000.  That sale
agreement included the Debtors' agreement to assume and assign
appropriate executory contracts and leases to Gift Acquisition.  

The Debtors tell the Court that they acted in good faith in
negotiating the terms of the Asset Purchase Agreement for the
Silvestri Division with Gift Acquisition.

On March 22, 2005, the Court approved competitive bidding
procedures calling for payment of a $300,000 Break-Up Fee and a
$150,000 Expenses Reimbursement to Gift Acquisition in the event a
higher bid came forward at an auction.   The Debtors held an
auction on April 19, 2005.  No competitor topped Gift
Acquisition's bid.

Headquartered in Boston, Massachusetts, Syratech Corporation --
http://www.syratech.com/-- manufactures, markets, imports and   
sells tabletop giftware and home decor products.  The Debtor,
along with its affiliates, filed for chapter 11 protection on Feb.
16, 2005 (Bankr. D. Mass. Case No. 05-11062).  Andrew M. Troop,
Esq. Arthur R. Cormier, Jr., Esq., Christopher R. Mirick, Esq.,
at Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed $86,845,512 in total assets and
$251,387,015 in total debts.


TECHNEGLAS INC: Withdraws Request to Approve Bid Procedures
-----------------------------------------------------------          
Techneglas, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio for permission
to withdraw their motion establishing Bid Procedures for the sale
of substantially all of their real and personal property located
at 727 E. Jenkins Avenue, Columbus, Ohio.

The Debtors' request to sell the Columbus Facility is part of the
winding down of certain of their manufacturing facilities. The
Debtors explain that the Columbus Facility is no longer necessary
to their operations.

On March 16, 2005, the Debtors executed a Letter of Intent with
DBI Partners, LLC, for the sale of the Columbus Assets to DBI
Partners for $2.5 million.

The Debtors filed a request to approve the Bid Procedures for
their real and personal property in the Columbus Facility on March
21, 2005.  At that time, the Debtors believed that the best and
most efficient way to sell the Columbus Assets and maximize the
value for those assets was through an auction process to test the
bid of DBI Partners for any competing bids that will top its
offer.

Under the term of the Letter of Intent between the Debtors and DBI
Partners, DBI has the right to terminate the Letter of Intent by
delivering a written notice of termination to the Debtors at any
time prior to the end of a defined Review Period.

DBI Partners subsequently delivered a notice of termination to the
Debtors after they filed the request to approve the Bid
Procedures.  

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT   
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on Sept. 1, 2004
(Bankr. S.D. Ohio Case No. 04-63788).  David L. Eaton, Esq., Kelly
K. Frazier, Esq., and Marc J. Carmel, Esq., at Kirkland & Ellis,
and Brenda K. Bowers, Esq., Robert J. Sidman, Esq., at Vorys,
Sater, Seymour and Pease LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed more than $100 million in estimated
assets and debts.


TOYS 'R' US: Earns $259 Million of Net Income in Fourth Quarter
---------------------------------------------------------------
Toys 'R' Us, Inc., filed its Annual Report on Form 10-K for the
fiscal year ended January 29, 2005, with the U.S. Securities and
Exchange Commission.  The company expects that it will file the
Preliminary Proxy Statement related to its proposed merger
shortly.

The company reported net earnings of $259 million for the fourth
quarter of 2004, compared with net earnings of $155 million for
the fourth quarter of 2003.  Net earnings for the fourth quarter
of 2004 reflect several unusual pretax gains and charges,
including a legal settlement with Visa and MasterCard resulting in
a $20 million gain, a gain of $14 million resulting from the sale
of a toy store located in Santa Monica, California, and
$15 million in gains related to the sale of former Kids "R" Us
locations.  These gains were partially offset by several pretax
charges including increased professional fees of $8 million
associated with compliance with Section 404 of the Sarbanes-Oxley
Act, and costs of $11 million associated with continued efforts
related to the recently completed strategic review.

For the twelve-month period ended January 29, 2005, the company
reported net earnings of $252 million, versus net earnings of
$63 million for 2003.  Net earnings for 2004 also include several
unusual gains and charges, the largest of which were the reversal
of $200 million of income tax reserves related to the favorable
completion of tax audits, a pretax gain of $55 million related to
the sale of former Kids "R" Us locations and a pretax charge of
$147 million for special markdowns primarily to liquidate selected
older inventory in the toy stores.

All per share figures refer to diluted per share amounts and all
results reflect restatement to correct the company's lease related
accounting.

Total net sales for the fourth quarter of 2004 were $4.81 billion,
down 1% from $4.86 billion for the fourth quarter of 2003.
Excluding the impact of foreign currency translation, total net
sales for the year were $4.7 billion, down 2%.  For the twelve
months ended January 29, 2005 total net sales were $11.1 billion,
down 2% from last year's $11.3 billion.  Excluding the impact of
foreign currency translation, total net sales for the year were
$10.9 billion, down 4% versus the prior year.

John Eyler, Chairman and Chief Executive Officer of Toys "R" Us,
Inc. commented, "We are very pleased that operating performance
improved across all divisions during the fourth quarter of 2004.
Our U.S. toy stores reported fourth quarter operating earnings of
$238 million in 2004, a 47% increase from $162 million in 2003.  
In the International division, operating earnings were $214
million in the fourth quarter 2004 versus $167 million for the
prior year.  Excluding the impact of foreign currency translation,
International's operating earnings were $197 million, an 18%
improvement versus the prior year.  Babies "R" Us posted an 11%
increase in operating earnings for the quarter with earnings of
$51 million, up from $46 million in the prior year.  Operating
earnings at Toysrus.com were $15.5 million for the quarter, up
from $4.1 million in the fourth quarter of 2003.

Mr. Eyler said, "We were also pleased with the annual results in
each of our operating divisions.  For the year, operating earnings
exceeded $200 million for both our International and Babies "R" Us
divisions.  International's $220 million represents a 33% increase
from 2003's $166 million.  Excluding the impact of foreign
currency translation, International's operating earnings were $203
million, a 22% improvement versus the prior year.  Babies "R" Us
improved its operating earnings to $224 million from $192 million
in 2003, a 17% increase.  Toysrus.com's annual operating earnings
improved to $0.8 million from a loss of ($18.5) million in 2003.

The U.S. toy stores reported operating earnings of $4 million for
2004 compared to $70 million in 2003.  However, the 2004 results
include charges of $132 million taken during the second quarter
primarily to liquidate selected older toy store inventory, as
mentioned above, and thereby enhance store productivity and
accelerate inventory turnover.  Inventory in the U.S. toy stores
declined during 2004 with year-end inventories down 18% versus the
prior year-end.

Mr. Eyler continued, "These solid divisional results enabled us to
generate significant cash flow in 2004 and maintain a strong
balance sheet.  We ended 2004 with $2.2 billion in cash, cash
equivalents and short-term investments on our balance sheet."

                     Financial Restatements

The company reported that it had filed for an extension of up to
15 days to file its Annual Report on Form 10-K for the fiscal year
ended January 29, 2005.

In the Form 12b-25 filing, Toys "R" Us stated the reason for the
extension was due to the restatement related to:

    (1) its accounting practices for leases and leasehold
        improvements, and

    (2) the completion of its procedures in connection with the
        assessment of Toys "R" Us' internal control over financial
        reporting in accordance with Section 404 of the Sarbanes-
        Oxley Act of 2002.

The company has completed the review of its accounting for leases
and leasehold improvements and the audited results reflect a non-
cash cumulative adjustment to retained earnings of $196 million as
of February 2, 2002.  In addition, the company recorded a
$16 million unfavorable impact on net earnings for the fiscal year
ended February 1, 2003, and a $2 million favorable impact on net
earnings for the fiscal year ended January 31, 2004.  The company
has concluded that the control deficiency over the selection and
monitoring of its accounting practices used in its accounting for
leases and leasehold improvements that resulted in the above-
described restatement for leases and leasehold improvements
represents a material weakness in accordance with Section 404 of
the Sarbanes-Oxley Act of 2002 and the audit standards established
by the Public Company Accounting Oversight Board.  To remediate
the material weakness in the company's internal control over
financial reporting and the ineffectiveness of its disclosure
controls and procedures, the company has conducted and completed a
review of its accounting practices for leases and leasehold
improvements and corrected its method of accounting.

                        Merger Update

As reported in the Troubled Company Reporter on Mar. 21, 2005,
Bain Capital, Kohlberg Kravis Roberts and Vornado Realty agreed to
acquire Toys 'R' Us for $6.6 billion excluding debt, bringing an
end to a seven-month auction process.  The Bain-KKR-Vordado deal
topped a competing bid for the company from a group led by
Cerberus Capital Management.

Completion of the merger is contingent on, among other things,
regulatory review and approval by the stockholders of Toys "R" Us,
Inc.  On April 15, 2005, Toys "R" Us received notice of early
termination of the waiting period under the Hart-Scott-Rodino Act
of 1976, as amended, from the U.S. Federal Trade Commission and
the Department of Justice.  As noted above, the company expects
that it will file the Preliminary Proxy Statement related to its
proposed merger shortly.  The company expects that the merger will
occur by the end of July 2005.

Toys "R" Us, Inc., anticipates that it will report earnings for
the quarter ending April 30, 2005 on June 7, 2005.

                      About the Company

Toys "R" Us, Inc. is one of the leading specialty toy retailers in
the world.  It currently sells merchandise through more than 1,500
stores, including 680 toy stores in the U.S. and 608 international
toy stores, including licensed and franchise stores as well as
through its Internet sites at http://www.toysrus.com/and  
http://www.imaginarium.com/and http://www.sportsrus.com/
Babies "R" Us, a division of Toys "R" Us, Inc., is the largest
baby product specialty store chain in the world and a leader in
the juvenile industry, and sells merchandise through 219 stores in
the U.S. as well as on the Internet at http://www.babiesrus.com/

                        *     *     *

As reported in the Troubled Company Reporter on March 21, 2005,
Fitch Ratings believes that Toys 'R' Us, Inc., could be
downgraded, and possibly into the 'B' category, following the sale
of the company to a joint venture formed by affiliates of Kohlberg
Kravis Roberts & Co., Bain Capital Partners LLC, and Vornado
Realty Trust.

This investor group has agreed to acquire TOY for $6.6 billion and
assume TOY's debt, which totals approximately $2.3 billion.  TOY's
senior notes are currently rated 'BB' by Fitch and remain on
Rating Watch Negative, where they were placed in August 2004.
It is currently expected that the acquisition will be financed
with a material debt component.  Vornado separately announced this
morning that it will be investing $450 million for a one-third
interest in the acquiring joint venture, implying a total equity
component of $1.35 billion.  This, in turn, implies a debt
component of the purchase price in excess of $5 billion.

This amount of debt would push TOY's adjusted debt/EBITDAR to
around nine times on a pro forma basis from around 5.0 times in
the twelve months ended Oct. 30, 2004.  It is possible that the
company will raise additional equity or engage in asset sales,
with the proceeds used to reduce acquisition debt.  Nonetheless,
the Rating Watch Negative status reflects the expectation that
without a significant equity component to the financing, a
downgrade of potentially several notches would likely be
warranted.  Fitch will base its final rating decision on an
assessment of the structure and financial profile of the acquiring
entity.  Fitch will also continue to evaluate trends in TOY's
operations, which remain pressured by competition from the
discounters and general weakness in toy retailing.


TRUMP HOTELS: Amends Plan to Set Effective Date Before May 13
-------------------------------------------------------------
Pursuant to Trump Hotels & Casino Resorts, Inc., and its debtor-
affiliates' confirmed Second Amended Plan of Reorganization, the
Effective Date is defined as:

    "the date that is 6:00 A.M., New York time, on the first or
    fifteenth day (whichever such date comes first) of the
    calendar month immediately following the first day on which
    all conditions to the Effective Date ... shall have been
    satisfied or waived."

Thus, the Effective Date would have occurred on May 1, 2005.

The Debtors, Donald J. Trump, the TAC Noteholder Committee and
the TCH Noteholder Committee proceeded diligently towards closing
the major transactions required under the Plan.  Most of these
transactions are conditions to the Effective Date.

Pursuant to applicable New Jersey state law, the New Jersey
Casino Control Commission must approve certain transactions that
are conditions to the Effective Date.  The Commission set a
hearing on May 4, 2005, to consider the approval of the Casino
Transactions.

The Debtors, Mr. Trump and the Noteholder Committees believe that
an Effective Date no later than May 13, 2005, provides sufficient
time to close the necessary transactions required under the Plan.

Accordingly, the parties stipulate and agree that the Plan will
be amended to reflect that the Effective Date is "the first
business day on which all of the conditions set forth in . . .
the Plan have been satisfied or waived, but in no event later
than May 13, 2005."

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its  
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


TRUMP HOTELS: Gets Interim OK to Extend Lease Decisions to May 16
-----------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., and its debtor-affiliates
ask Judge Wizmur to further extend the deadline by which they
must assume, assume and assign, or reject all unexpired
nonresidential real property leases through and including June 1,
2005.

Charles A. Stanziale, Jr., Esq., at Schwartz Tobia Stanziale
Sedita & Campisano, in Montclair, New Jersey, asserts that the
Debtors' determination with respect to the treatment of their
various Leases is contingent upon the Plan going effective.

While the Debtors anticipate that the Effective Date will occur
shortly, they wish to preserve their rights to decide on the
leases under Section 365 of the Bankruptcy Code in the event that
the Plan's provisions with respect to the leases do not
ultimately take effect in their Chapter 11 cases.

The Debtors believe that an extension will allow them sufficient
time to determine if the Effective Date has occurred or if other
arrangements must be made with respect to the leases.

                           *     *     *

The Court will convene a hearing on May 16, 2005, to consider the
Debtors' request.  In the interim, Judge Wizmur extends the
Debtors' lease decision period through May 16, 2005.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its  
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


UNICAL INT'L: Ch. 7 Trustee Employs Winston & Strawn as Counsel
---------------------------------------------------------------
Timothy Yoo, Esq., the chapter 7 Trustee overseeing the
liquidation Unical International Inc., sought and obtained
permission from the U.S. Bankruptcy Court for the Central District
of California, Los Angeles Division, to employ Winston & Strawn
LLP as his counsel.

Winston & Strawn is expected to:

    (1) provide legal advice to the Trustee with respect to his
        duties and powers in this case;

    (2) consult with the Trustee concerning the administration
        of this case and advise and represent the Trustee in
        connection with administrative matter arising in the
        case;

    (3) assist the Trustee in his investigation of the Debtors'
        acts, conducts, assets, liabilities, and financial
        condition;

    (4) assist the Trustee in evaluating claims against the
        estate, including analysis of and possible objections to
        the validity, priority, amount, subordination, or
        avoidance of claims and/or transfers of property in
        consideration of such claims; and

    (5) appear before the Court, any other federal court, state
        court or appellate courts.

The Winston & Strawn attorneys who'll represent the Chapter 7
trustee are:

        Professional             Position         Hourly Rate
        ------------             --------         -----------
        Eric Sagerman, Esq.      Partner              $495
        Justin Rawlins, Esq.     Associate            $245

The Firm assures the Court that it does not have any interest
materially adverse to the Trustee, the Debtors and the Debtors'
estates.

Headquartered in Los Angeles, California, UNICAL International
Inc. -- http://www.nationaldist.com/-- is an importer, exporter,  
and distributor of products in such categories as housewares,
stationery, babycare, and more. The Company filed for chapter 11
protection on March 4, 2004 (Bankr. C.D. Calif. Case No. 04-
14948).  Martin J. Brill, Esq., at Levene, Neale, Bender, Rankin &
Brill represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
estimated debts and assets of more than $10 million each.  The
Court converted UNICAL's chapter 11 case to a Chapter 7 proceeding
on Nov. 10, 2004 (Bankr. C.D. Calif. Case No. 04- 14948).


USG CORP: Wants CCR's $104 Million Claim Disallowed
---------------------------------------------------
The Center for Claims Resolution, Inc., filed a proof of claim
against United States Gypsum Company for more than $104 million.  
Various members of the CCR have also filed proofs of claim against
U.S. Gypsum for approximately $100 million each.  USG Corporation
and its debtor-affiliates tell the U.S. Bankruptcy Court for the
District of Delaware that the CCR Member proofs of claim
essentially assert the same claims asserted by the CCR in its
proof of claim and, as a result, are duplicative of each other
and of the CCR proof of claim.  The components of the CCR Claim
and each of the CCR Member Claims are:

   a. A $27,496,353 claim for reimbursement of amounts that
      the CCR or the CCR Members allege they may be required to
      pay pursuant to settlements made by the CCR on U.S.
      Gypsum's behalf, where the amount alleged to be owing has
      been invoiced to U.S. Gypsum.  Upon information and belief,
      although it is possible that some portion of the Invoiced
      Settlement Claim may relate to settlements that were fully
      consummated prior to the Petition Date, most of the
      Invoiced Settlement Claim relates to settlements that were
      not consummated prior to the Petition Date.

   b. A $69,877,927 claim for reimbursement of amounts that
      the CCR or the CCR Members allege they may be required to
      pay pursuant to settlements allegedly made by the CCR on
      U.S. Gypsum's behalf where the amount alleged to be owing
      has not yet been invoiced to U.S. Gypsum.  Upon information
      and belief, the entire Accelerated Claim relates to
      settlements, which were not consummated prior to the
      Petition Date.  In addition, upon information and belief,
      little, if any, of the Accelerated Claim has been paid by
      the CCR or the CCR Members to Asbestos Claimants and no
      release for U.S. Gypsum has been obtained.

   c. A $3,127,732 claim for reimbursement of amounts that the
      CCR alleges it may be required to pay of U.S. Gypsum's
      share of settlement agreements that were "resettled" by the
      CCR prior to the Petition Date allegedly with U.S. Gypsum's
      consent as a result of other CCR members' payment defaults.  
      The Resettlement Claim is asserted only by the CCR and not
      by any CCR Member.

   d. A claim for at least $3,539,911 for administrative and
      legal expenses that the CCR allegedly incurred on U.S.
      Gypsum's behalf or that the CCR Members allegedly will be
      requested to pay.

   e. A claim for interest on all unpaid amounts allegedly owed
      by U.S. Gypsum to the CCR or the CCR Members through the
      Petition Date.

   f. A claim for reimbursement of the amount that the CCR
      Members allege they may be required to pay in order to
      resolve actual or potential claims against the CCR Members
      arising from U.S. Gypsum's alleged failure to fund its
      allocated share of settlements.  The Damage Claim is
      asserted only by the CCR Members and not by the CCR.

   g. Claims against U.S. Gypsum that the CCR Members have been
      or will be assigned by individual Asbestos Claimants.  The
      Assigned Claims are asserted only by the CCR Members and
      not by the CCR.

U.S. Gypsum has 12 objections to the CCR Claims:

   1) the claims of the CCR and the CCR Members should be
      disallowed under section 502(d) of the Bankruptcy Code
      because U.S. Gypsum currently has a valid turnover
      complaint pending against the CCR;

   2) the CCR Claim and the CCR Member Claims are duplicative of
      each other because they assert claims against U.S. Gypsum
      for the same liabilities;

   3) substantially all of each CCR Claim is a contingent claim
      for contribution or reimbursement against U.S. Gypsum and
      should be disallowed pursuant to section 502(e)(1)(B) of
      the Bankruptcy Code;

   4) the CCR Claims should be disallowed to the extent that they
      assert reimbursement claims against U.S. Gypsum for
      settlements that were not consummated as of the Petition
      Date;

   5) the CCR Claims should be disallowed to the extent they seek
      contribution under state contribution law since the
      requirements for contribution have not been established;

   6) the CCR Claims should be disallowed to the extent they
      assert a claim with respect to settlements that have been
      "resettled" without the consent of U.S. Gypsum;

   7) the CCR Claims should be disallowed to the extent they
      assert claims for general damages because, among other
      things, none of the claims sets forth facts that support a
      general damage claim;

   8) the CCR Claims should be disallowed to the extent that they
      assert a claim pursuant to unbundled settlement agreements;

   9) the CCR and CCR Members have failed in numerous ways to
      provide sufficient documentation to justify their claims,
      including demonstrating that the CCR or the CCR Members
      have actually paid U.S. Gypsum's share of settlements or
      obtained a release of U.S. Gypsum from these claims;

  10) the CCR Claim is not a secured claim;

  11) the CCR Member Claims are not entitled to administrative
      priority even to the extent they have reduced U.S. Gypsum's
      liability to Asbestos Claimants after the Petition Date;
      and

  12) the CCR Claims should be disallowed on various additional
      grounds.

Accordingly, the Debtors ask the Bankruptcy Court to disallow the
CCR Claims.

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


VENTAS INC: Earns $27.6 Million of Net Income in First Quarter
--------------------------------------------------------------
Ventas, Inc. (NYSE: VTR) said that first quarter 2005 normalized
Funds from Operations rose 19.7 percent to $40.7 million, compared
with
$34.0 million in the first quarter 2004.  Normalized FFO per
diluted share in the first quarter 2005 increased 17.1 percent to
$0.48 from $0.41 per diluted share for the comparable 2004 period.  
In the first quarter ended March 31, 2005, the Company had 85.4
million weighted average diluted shares outstanding, compared to
82.8 million weighted average diluted shares outstanding a year
earlier.

Results for the first quarter benefited from increased rent
resulting from the Company's accelerated investment activity and
increased rent from its diversified portfolio of quality
healthcare and senior housing assets.

"We are again delighted to report double-digit growth with the 17
percent increase in first quarter FFO," Chairman, President and
CEO Debra A. Cafaro said.  "Emphasis on implementing our growth
and diversification program was highlighted by the mid-April
announcement of our $1.2 billion agreement to acquire Provident
Senior Living Trust which, combined with other recent
acquisitions, will give us over 360 properties in 41 states. Our
strategic goals remain directed at producing superior risk
adjusted return for our shareholders in the short term and
building value for the long term," she added.

                           GAAP Net Income

Net income for the quarter ended March 31, 2005 was $27.6 million,
compared with net income for the quarter ended March 31, 2004 of
$23.3 million after discontinued operations of $0.2 million.

      First Quarter Highlights and Other Recent Developments

   -- On April 12, Ventas said it would acquire all of the
      outstanding common shares of Provident, which owns 68 high-
      quality private-pay independent and assisted living
      facilities with 6,819 units, for $1.2 billion in cash and
      stock, representing an average price of $176,000 per unit.

      The acquisition of Provident should meet all of Ventas's
      stated strategic goals of asset class diversification by
      increasing the Company's private-pay facilities to about 41
      percent of its annualized revenues, reducing its dependence
      on Kindred to 54 percent of annualized revenues and reducing
      skilled nursing facilities to 39 percent of its annualized
      revenues based on recording Provident straight-line rents.  
      The acquisition is expected to add approximately $0.21 per
      share to Ventas's 2006 FFO on the same basis and $0.05 per
      share to Funds Available for Distribution.  The unlevered
      yield on the investment, inclusive of scheduled annual rent
      escalators, is expected to be 8.3 percent (GAAP) and the
      going-in cash yield on 2006 contractual rents is expected to
      be 7 percent.  Successful completion of the Provident
      acquisition will require satisfaction of certain regulatory
      conditions and the affirmative vote of the holders of a
      majority of the Provident common shares.  There can be no
      assurance that the merger will close or, if it does, when
      the closing will occur.

   -- As previously reported, Ventas invested $49.0 million in
      healthcare and senior housing assets through February 28 of
      this year.  The initial cash yield on these investments
      exceeds 9 percent.  The investments consist of an acute care
      hospital, one assisted living facility, three medical office       
      buildings and a first mortgage loan.

   -- From March 1 through March 31, 2005, Ventas completed a
      $21.4 million purchase of a loan portfolio secured by
      assisted living facilities in seven states.  This investment
      portfolio has a cash yield exceeding 9 percent.

   -- Subsequent to March 31, 2005, Ventas purchased nine
      independent and assisted living facilities for an aggregate
      purchase price of $58.9 million, and made additional loans
      of $12.0 million, secured by two assisted living facilities.
      The initial cash yield on these investments exceeds 9
      percent.

   -- With these completed transactions, annualized rent from
      Kindred represents approximately 74 percent of the Company's
      run rate total revenue, assuming a full first quarter effect
      of all closed 2005 acquisitions.  Annualized revenue from
      market rate, non-government -reimbursed assets in the
      Company's portfolio represents 19 percent of the Company's
      annualized revenue on the same basis.

   -- Assets leased to Kindred now represent 63 percent of the
      Company's total real estate assets, measured on a gross book
      value basis.

   -- As of March 31, 2005, Ventas's enterprise value approximated
      $3.0 billion.

   -- The Company maintained a strong balance sheet at March 31,
      2005, with a first quarter pro forma annualized net debt-to-
      EBITDA ratio of 3.7 times.

   -- Following the announcement of the Provident acquisition,
      Moody's Investors Service affirmed Ventas's Ba3 (positive)
      senior unsecured debt rating, and Standard and Poor's Rating
      Services affirmed its BB (stable) rating on Ventas's
      unsecured debt.

   -- The 225 skilled nursing facilities and hospitals leased by
      the Company to Ventas's principal tenant, Kindred
      Healthcare, Inc., (NYSE: KND), produced EBITDAR to rent
      coverage of 1.9 times (after management fees) for the
      trailing twelve month period ended December 31, 2004 (the
      latest date available).  

   -- Ventas has a one-time right under each Kindred Master Lease
      to increase the base annual rent to a then fair market
      rental rate.  This right is exercisable by notice given by
      Ventas between January 20, 2006 and July 19, 2007.

      Ventas currently intends to give its notice on January 20,
      2006.  If exercised, the rental increase, if any, would
      commence as early as July 19, 2006, and Ventas would pay a
      reset fee of up to $4.6 million.
      
If the Reset Right is exercised, the annual rent escalations under
the applicable Kindred Master Leases may be altered, depending on
market conditions at the time.  The Company believes that, based
upon information currently available to it, reports of experts and
current market conditions, if Ventas were currently entitled to,
and did, exercise the Reset Right, the base rent under the Kindred
Master Leases would increase by at least $35 million per year.  
However, the value of the Reset Right is dependent on a variety of
factors and market conditions and is highly speculative, and there
can be no assurances regarding the value of the Reset Right.

                   First Quarter 2005 Results

Rental revenue for the quarter ended March 31, 2005 was $62.7
million, of which $48.7 million resulted from leases with Kindred.
First quarter expenses totaled $36.4 million and included $13.3
million of depreciation expense and $17.2 million of interest
expense.  Combined general, administrative and professional fees
totaled $5.0 million. Property-level operating expenses relating
to the Company's medical office building portfolio for the period
were $0.6 million.

            Ventas Updates 2005 Normalized FFO Guidance

Excluding the impact of the Provident acquisition, Ventas expects
2005 normalized FFO to be between $1.94 and $1.96 per diluted
share, updated from the previous guidance of $1.89 to $1.93 per
diluted share.  As previously stated in Ventas's April 12 press
release announcing the Provident acquisition, Ventas expects to
issue updated normalized FFO guidance following the closing of
that transaction. The Company's normalized FFO guidance assumes
that all of the Company's tenants and borrowers continue to meet
all of their obligations to the Company. In addition, the
Company's normalized FFO guidance (and related GAAP earnings
projections) excludes gains and losses on the sales of assets and
the impact of future acquisitions (including the pending Provident
merger), divestitures and capital transactions. Its guidance also
excludes the future impact of (a) any expense the Company records
for non-cash "swap ineffectiveness," and (b) any expenses related
to asset impairment, the write-off of unamortized deferred
financing fees or additional costs, expenses or premiums incurred
as a result of early debt retirement.

The Company's normalized FFO guidance is based on a number of
other assumptions, which are subject to change and many of which
are outside the control of the Company. If actual results vary
from these assumptions, the Company's expectations may change.
There can be no assurance that the Company will achieve these
results.

Reconciliation of the Company's normalized FFO guidance to the
Company's projected GAAP earnings is provided on a schedule
attached to this press release. The Company may from time to time
update its publicly announced normalized FFO guidance, but it is
not obligated to do so.

Ventas, Inc. -- http://www.ventasreit.com/-- is a leading  
healthcare real estate investment trust.  At the date of this
press release, Ventas owns 301 healthcare and senior housing
assets in 40 states.  Its properties include 41 hospitals, 201
skilled nursing facilities and 59 senior housing and other assets.

                          *     *     *  

As reported in the Troubled Company Reporter on Apr. 15, 2005,
Moody's Investors Service affirmed the ratings of Ventas, Inc.,
and its affiliates following the announcement that Ventas and
Provident Senior Living Trust have decided to merge.  The
transaction, valued at $1.2 billion, will be funded by Ventas
common stock, the assumption of debt and cash.  Provident is an
unlisted senior living REIT that owns 68 independent and assisted
living facilities in 19 states.

Moody's remarked that the planned merger with Provident would be a
plus for Ventas along several dimensions.  First, Ventas' pro
forma exposure to Kindred Healthcare Inc. -- its main tenant --
would be reduced substantially from 76% of revenues in 2004.
Moody's also notes that Ventas' key tenant exposure would now be
with two tenants: Kindred and Brookdale Living Communities Inc.

This material, new exposure to Brookdale is a concern, however.
Continued progress in tenant diversification would be a plus.
In addition, the Provident transaction would reduce substantially
Ventas' exposure to the regulated government reimbursement-based
health care segments of skilled nursing facilities and long-term
acute care facilities from 84% in 2004.

These positive changes to Ventas' portfolio and tenant composition
would be offset by the decline in the REIT's balance sheet
strength resulting from this merger, earmarked by a significant
rise in both leverage and secured debt.  While the rating agency
believes this rise in overall and secured debt will be reduced
over time, such anticipated reductions would not be adequate to
achieve a higher rating for Ventas at this time.  In specific, a
rating upgrade to Ba2 senior debt would depend on pro forma debt
to gross assets being less than 55%, and near-term efforts to
reduce pro forma secured debt.

These ratings were affirmed, with a positive outlook:

Ventas Realty Limited Partnership:

   * Senior debt at Ba3
   * senior debt shelf at (P)Ba3
   * subordinated debt shelf at (P)B2

Ventas, Inc.:

   * Preferred stock shelf at (P)B2

Ventas Capital Corporation:

   * senior debt shelf at (P)Ba3
   * subordinated debt shelf at (P)B2

Ventas, Inc. [NYSE: VTR] is a health care real estate investment
trust that owns:

   * forty long-term acute care hospitals,
   * 201 nursing facility,
   * thirty assisted and independent living facilities,
   * eight medical office buildings, and
   * eight other health care assets, in 39 states.


VESTA INSURANCE: Moody's Reviews Ratings for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Vesta Insurance
Group (senior unsecured debt at B2; trust preferred securities at
Caa2) on review for possible downgrade.  According to Moody's, the
rating review is prompted by continuing concerns that the company
has failed to file its 2004 GAAP financial statements with the SEC
since the 3rd quarter of 2004.  In addition, Vesta Fire Insurance
Corporation, the lead-operating subsidiary, reported weak
underwriting results for 2004.

According to Moody's, the rating review will focus on the
company's ongoing business prospects, its substantial exposure to
catastrophes, aggressive financial leverage, and its overall
financial flexibility.  Moody's will also focus its review on our
concern over the lack of timeliness in filing its audited 2004
financial statements and uncertainty about the nature and extent
of any possible newly identified control deficiencies while Vesta
completes its internal controls assessment.

Vesta Insurance Group writes homeowners and personal automobile
insurance primarily in Florida, the Northeast, Texas, and Hawaii.  
Vesta Fire Insurance Corporation reported statutory net written
premiums of $183 million, a pre-tax operating loss of $23 million,
and net income of $1.8 million in 2004.  As of December 31, 2004,
statutory surplus for Vesta Fire was $145 million.


VOX II: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------
Lead Debtor: Vox II, LLC
             18707 Independence Road
             Accokeek, Maryland 20607

Bankruptcy Case No.: 05-20299

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Vox III, LLC                               05-20307

Chapter 11 Petition Date: May 2, 2005

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtors' Counsel: Alan M. Grochal, Esq.
                  Tydings & Rosenberg, LLP
                  100 East Pratt Street
                  Baltimore, Maryland 21202
                  Tel: (410) 752-9715

                      Total Assets         Total Debts
                      ------------         -----------
Vox II, LLC           $30,000,000           $7,101,132
Vox III, LLC          $30,000,000           $7,045,448

A. Vox II, LLC's Largest Unsecured Creditor:

          Entity                           Claim Amount
          ------                           ------------
          Drain Tamers                          $43,204
          9340 Beaverdam Road
          Nanjemoy, MD 20662

B. Vox III, LLC's Largest Unsecured Creditor:

          Entity                           Claim Amount
          ------                           ------------
          IPH Properties, LLC                $1,000,000
          c/o Glenn H. Silver, Esquire
          10621 Jones Street, Suite 101
          P.O. Box 1108
          Fairfax, VA 22030


WCI STEEL: Turns to FTI Consulting for Financial Advice
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave WCI Steel, Inc., and its debtor-affiliates permission to
employ FTI Consulting, Inc., as their financial advisors, nunc pro
tunc to Feb. 28, 2005.

FTI Consulting will:

   a) assist the Debtor with financial forecasting and business
      plan development;

   b) provide assistance with general strategy and identification
      and implementation of restructuring alternatives, including
      a plan of reorganization;

   c) assist the Debtor in negotiating the restructuring strategy
      with various parties-in-interest;

   d) give assistance with business valuation issues and provide
      reports and testimony, as necessary;

   e) assist the Debtor in obtaining financing necessary to
      support the restructuring strategy, as necessary;

   f) prepare court filings and other documents necessary for the
      restructuring process;

   g) test market for "higher and better" alternatives relating to
      the restructuring, the sale of essentially all of the
      Debtors' assets or securities, and/or other related
      investment banking services, including related reports and
      testimony, as necessary; and

   h) provide other financial advisory, investment banking and
      expert services as mutually agreed upon.

WCI will pay the firm a monthly advisory fee of $125,000.  Upon
obtaining a final judicial order approving a plan of
reorganization, the Debtors will pay FTI a completion fee of
$1 million.  The completion fee will be reduced by 40% of each
monthly fee paid, but will not by lower than $550,000.

FTI Consulting assures the Court that it does represent any
interest adverse to the Committee, the Debtors or their estates.

Headquartered in Warren, Ohio, WCI Steel, Inc., is an integrated
steelmaker producing more than 185 grades of custom and commodity
flat-rolled steel.  WCI products are used by steel service
centers, convertors and the automotive and construction markets.  
WCI Steel filed for chapter 11 protection on Sept. 16, 2003
(Bankr. N.D. Ohio Case No. 03-44662).  Christine M. Pierpont,
Esq., and G. Christopher Meyer, Esq., at Squire, Sanders &
Dempsey, L.L.P., represent the Company.  When WCI Steel filed for
chapter 11 protection it reported $356,286,000 in total assets and
$620,610,000 in total liabilities.


WELLS FARGO: Fitch Rates Two $358,000 Classes with Low-B Ratings
----------------------------------------------------------------
Wells Fargo Mortgage-Backed Securities mortgage pass-through
certificates, series 2005-5, are rated by Fitch Ratings:

     -- $351,866,738 senior certificates classes I-A-1, I-A-R, I-
        A-LR, I-A-PO, II-A-1, and II-A-PO 'AAA';

     -- $3,759,000 class B-1 'AA';

     -- $715,000 class B-2 'A';

     -- $537,000 class B-3 'BBB';

     -- $358,000 class B-4 'BB';

     -- $358,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 1.70%
subordination provided by:

               * the 1.05% class B-1,
               * the 0.20% class B-2,
               * the 0.15% class B-3,
               * the 0.10% privately offered class B-4,
               * the 0.10% privately offered class B-5, and
               * the 0.10% privately offered class B-6.

The ratings on the classes B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A. (WFB; rated 'RPS1' by
Fitch).

The transaction is secured by two groups consisting of 698 fully
amortizing, fixed interest rate, first lien mortgage loans, with
an original weighted average term to maturity ranging from 180 to
360 months.  The aggregate unpaid principal balance of the pool is
$357,952,479 as of the cut-off date (April 1, 2005) and the
average principal balance is $512,826.  The weighted average
original loan-to-value ratio of the loan pool is approximately
65.20%; approximately 3.3% of the loans have an OLTV greater than
80%.  The weighted average coupon of the mortgage loans is 5.353%
and the weighted average FICO score is 749.  Cash-out and
rate/term refinance loans represent 22.27% and 22.84% of the loan
pool, respectively.

The states that represent the largest geographic concentration are
California (31.91%) and New York (7.06%).  All other states
represent less than 5% of the outstanding balance of the pool.

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

All of the mortgage loans were generally originated in conformity
with the underwriting standards of WFB.  WFB sold the loans to
Wells Fargo Asset Securities Corporation, a special purpose
corporation, which deposited the loans into the trust.  The trust
issued the certificates in exchange for the mortgage loans.  WFB
will act as servicer and custodian, and Wachovia Bank, N.A. will
act as trustee.  Elections will be made to treat the trust as two
separate real estate mortgage investment conduits for federal
income tax purposes.


WERNER HOLDING: S&P Junks Proposed $100 Million Sr. Sec. Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Greenville, Pennsylvania-based Werner Holding Co.
(DE) Inc. and revised its outlook to stable from negative.  This
follows the company's announcement that it is refinancing a
portion of its existing credit facility with a new $100 million
senior secured second-lien term loan.

"The proposed transaction improves the company's liquidity,
reduces term loan amortization during the next three years, and
should ease financial covenants," said Standard & Poor's credit
analyst Cynthia Werneth.

At the same time, Standard & Poor's assigned its 'CCC' bank loan
rating and a recovery rating of '3' to Werner's proposed $100
million senior secured second-lien term loan due 2009 (or 2007 if
the company's subordinated debt is not refinanced by May 2007).
The 'CCC' rating is one notch below the corporate credit rating;
this and the '3' recovery rating indicate that second-lien lenders
can expect meaningful (50% to 80%) recovery of principal in the
event of a default.  These ratings reflect the lenders' recovery
prospects after considering the higher-priority claims of the
first-lien lenders on the company's collateral.

Standard & Poor's also raised its bank loan rating on the
company's senior secured credit facility (originally $230 million,
currently $205 million, and pro forma for the refinancing $140
million) to 'B-' from 'CCC+' and assigned a recovery rating of '1'
to this facility.  The 'B-' rating is one notch above the
corporate credit rating; this and the '1' recovery rating indicate
that lenders under this facility can expect full recovery of
principal in the event of a default.  The upgrade reflects the
improved recovery prospects based on the reduced size of the
credit facility pro forma for the transaction.

The ratings on privately owned Werner reflect:

    (1) its significant customer concentration,

    (2) the competitive environment in its niche and cyclical
        markets,

    (3) a very aggressive financial profile, and

    (4) interest-rate and refinancing risk.

Werner produces primarily aluminum and fiberglass ladders, as well
as scaffolds, platforms, and step stools.  The company is the
largest U.S. manufacturer of ladders.  However, early in 2004
Werner lost significant market share as a result of its largest
customer, Home Depot Inc. (AA/Stable/A-1+), fully sourcing its
ladder needs from China and Mexico.  Since losing its Home
Depot business, Werner has increased its sales with Lowe's Cos.
Inc. (A+/Stable/A-1) substantially, but heightened its customer
concentration risk.


YOUNG BROADCASTING: Revises Tender Offer Price for 8-1/2% Sr. Debt
------------------------------------------------------------------
Young Broadcasting Inc. (NASDAQ: YBTVA) revised the consideration
to be paid in the previously announced cash tender offer and
consent solicitation with respect to its $246,890,000 outstanding
principal amount of 8-1/2% Senior Notes due 2008.  The terms of
the Offer and the Consent Solicitation are more fully described in
the Offer to Purchase and Consent Solicitation Statement and
related Letter of Transmittal and Consent, each dated April 11,
2005.

The total consideration for the Notes accepted for purchase in the
Offer will be $1,070.67 per $1,000 principal amount of Notes,
which includes a consent payment of $30 per $1,000 principal
amount of Notes for those Notes validly tendered prior to 5:00
p.m., New York City time, on April 29, 2005, unless extended.  The
Total Consideration was determined as of 2:00 P.M., New York City
Time, on Thursday, April 28, 2005, by reference to a fixed spread
of 50 basis points above the yield to maturity of the 1.875% U.S.
Treasury Note due Nov. 30, 2005.  For those Notes validly tendered
after the Consent Payment Deadline that are accepted for purchase,
the tender offer consideration payable, per $1,000 principal
amount of such Notes, will be equal to the Total Consideration
less the consent payment of $30.00.  In each case, holders will
receive accrued and unpaid interest on such Notes, from the last
interest payment date to, but not including, the applicable
settlement date.

                      Consent Solicitation

As of 1:00 p.m., New York City time, on Apr. 28, 2005, a total of
approximately $161,440,000, or over 65% in aggregate principal
amount of the outstanding Notes, were validly tendered and not
validly withdrawn.  Accordingly, the requisite consents to adopt
the proposed amendments to the indenture governing the Notes have
been received, and a supplemental indenture to effect the proposed
amendments described in the Statement has been executed.  The
proposed amendments will not become operative, however, unless and
until Notes tendered by the consenting holders are accepted for
purchase pursuant to the terms of the Offer.  Once the proposed
amendments become operative, they will be binding upon holders of
Notes whether or not such holders have provided their consent.  As
YBI has executed the supplemental indenture, tendered Notes may no
longer be withdrawn and consents delivered may no longer be
revoked, except in the limited circumstances described in the
Statement.

The Offer is scheduled to expire at 5:00 p.m., New York City time,
on May 13, 2005, unless extended or earlier terminated.

This announcement is neither an offer to purchase, nor a
solicitation of an offer to purchase, nor a solicitation of
tenders or consents with respect to, any Notes.  The Offer and the
Consent Solicitation are being made solely pursuant to the
Statement and related Letter of Transmittal and Consent.

Young Broadcasting has retained Wachovia Securities, Lehman
Brothers and Merrill Lynch to serve as the dealer managers and
solicitation agents for the Offer and the Consent Solicitation.  
Questions regarding the Offer and the Consent Solicitation may be
directed to Wachovia Securities at (704) 715-8341 or (866) 309-
6316, to Lehman Brothers at (212) 528-7581 or (800) 438-3242 or to
Merrill Lynch at (212) 449-4914 or (888) ML4-TNDR.  Requests for
documents in connection with the Offer and the Consent
Solicitation may be directed to Global Bondholder Services
Corporation, the information agent, at (212) 430-3774 or (866)
470-3900.

Young Broadcasting Inc. (NASDAQ:YBTVA) owns ten television
stations and the national television sales representation firm,  
Adam Young Inc.  Five stations are affiliated with the ABC  
Television Network (WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY,  
WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN and WBAY-TV -  
Green Bay, WI), three are affiliated with the CBS Television  
Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA and KELO-
TV - Sioux Falls, SD) and one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA).  KRON-TV - San  
Francisco, CA is the largest independent station in the U.S. and
the only independent VHF station in its market.  

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 22, 2005,   
Moody's Investors Service assigned B1 ratings to Young   
Broadcasting Inc.'s $295 million in new senior secured credit   
facilities ($20 million revolving credit facility due 2010,   
$275 million senior secured term loan B due 2013).    

Additionally, Moody's affirmed Young's existing ratings, including   
a B2 senior implied rating, and changed the outlook to negative.   
The proceeds from the issuance will be used to redeem the   
company's 8.5% senior notes due 2008.  Thus, the transaction is   
neutral to leverage.  

The negative outlook incorporates Young's still high debt burden,   
operating margins that lag peers in the television broadcast   
sector, and our expectation that the company will continue to burn   
cash in the near-term.  Accordingly, absent asset sales, the   
company is not able to meaningfully reduce debt.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Accuride Corp.          ACW         (48)         553      105
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (111)         202       75
Alaska Comm. Syst.      ALSK        (33)         637       71
Alliance Imaging        AIQ         (63)         622       21
Amazon.com              AMZN       (162)       2,472      720
American Repro          ARP         (35)         377       22
AMR Corp.               AMR        (697)      29,167   (2,311)
Amylin Pharm. Inc.      AMLN        (87)         358      282
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (36)          74       60
Blount International    BLT        (256)         425       98
Biomarin Pharmac        BMRN        (68)         233       15
CableVision System      CVC      (1,944)      11,393      248
CCC Information         CCCG       (131)          80       (8)
Cell Therapeutic        CTIC        (71)         185       94
Centennial Comm         CYCL       (486)       1,465      124
Choice Hotels           CHH        (203)         276      (23)
Cincinnati Bell         CBB        (585)       1,959      (38)
Clorox Co.              CLX        (457)       3,710     (422)
Compass Minerals        CMP         (88)         724      131
Delta Air Lines         DAL      (5,519)      21,801   (2,335)
Deluxe Corp             DLX        (150)       1,556     (331)
Denny's Corporation     DNYY       (265)         500      (93)
Dollar Financial        DLLR        (51)         319       81
Domino's Pizza          DPZ        (550)         477        0
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (2,078)       6,029      (41)
Fairpoint Comm.         FRP        (173)         819       (9)
Foster Wheeler          FWHLF      (441)       2,268     (212)
Graftech International  GTI         (44)       1,036      284
IMAX Corp               IMAX        (42)         231       17
Investools Inc.         IED          (7)          50      (19)
Life Sciences           LSRI         (2)         200        2
Lodgenet Entertainment  LNET        (68)         301       20
Maytag Corp.            MYG         (78)       2,954      380
McDermott Int'l         MDR        (261)       1,387      (58)
McMoran Exploration     MMR         (85)         156       29
Neff Corp.              NFFCA       (43)         270        6
Northwest Airline       NWAC     (2,824)      14,042     (919)
Northwestern Corp.      NWEC       (603)       2,445     (692)
NPS Pharm Inc.          NPSP        (13)         397      306
ON Semiconductor        ONNN       (381)       1,110      212
Owens Corning           OWENQ    (4,132)       7,567    1,118
Pinnacle Airline        PNCL         (8)         166       31
Primedia Inc.           PRM      (1,145)       1,559     (153)
Protection One          PONN       (178)         461     (372)
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,612)      24,324      (68)
RH Donnelley            RHD         (16)       3,970      (56)
Riviera Holdings        RIV         (29)         218        1
SBA Comm. Corp. A       SBAC        (89)         917       65
Sepracor Inc.           SEPR       (351)         974      755
St. John Knits Inc.     SJKI        (52)         213       80
Syntroleum Corp.        SYNM         (8)          48       11
Tivo Inc.               TIVO         (3)         160      (50)
US Unwired Inc.         UNWR       (263)         640     (335)
Vector Group Ltd.       VGR         (31)         536      122
Vertrue Inc.            VTRU        (32)         486       31
WR Grace & Co.          GRA        (118)       3,086      774
Young Broadcasting      YBTVA       (12)         798       85

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***