TCR_Public/050504.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, May 4, 2005, Vol. 9, No. 104

                          Headlines

202 CENTRE: Case Summary & 16 Largest Unsecured Creditors
ADAHI INC: Plan & Disclosure Hearing Moved to May 17
ADELPHIA COMMS: Terminates $8.8B Exit Financing Commitment Pacts
ADELPHIA COMMS: Wants to Transfer Equity Interests to Cablehova
AIR NAIL: Requests Final Decree Closing Bankruptcy Case

ALAN LEE MILLER: Case Summary & 20 Largest Unsecured Creditors
ALDERWOODS GROUP: Earns $13.1 Mil. of Net Income in First Quarter
ALDERWOODS GROUP: Completes Evaluation of Internal Control
ALLEGHENY ENERGY: Shareholders Scheduled to Meet on May 12
ALLIANCE IMAGING: March 31 Balance Sheet Upside-Down by $57.4 Mil.

AMERIQUEST MORTGAGE: Fitch Rates $23 Mil. Class M-10 at BB+
AMPEX CORP: Applies for Stock Listing on Nasdaq National Market
ARMSTRONG WORLD: Balance Sheet Upside-Down by $1.42B at 1st Qtr.
ARMSTRONG WORLD: Judge Robreno Wants a Status Report by May 23
ASTRIS ENERGI: Posts CDN$3,462,257 Net Loss for 2004

BIOPHAGE PHARMA: Reports First Quarter Financial Results
BOMBARDIER INC: Selling Commercial Service Assets to Viking Air
BORDEN CHEMICAL: Expects to Report Net Loss in First Quarter
BOWATER INC: Earns $900,000 of Net Income in First Quarter
CALL-NET ENTERPRISES: Buying Bell Canada Assets for $12.6 Million

CATHOLIC CHURCH: Spokane Parishes Push for Just Claim Resolution
CATHOLIC CHURCH: Spokane Litigants Want Exclusivity Terminated
CHECKMATE STAFFING: Exclusive Plan Filing Time Extended to July 8
CNH GLOBAL: Reports $15 Million First Quarter Net Income
CONE MILLS: Exits Chapter 11 as Liquidation Plan Takes Effect

CREDIT SUISSE: Moody's Junks Class H & I Certificates
CREDIT SUISSE: Moody's Junks Class L & M Certificates
DB COS: Sells Two Stores in Rhode Island & Connecticut for $1.1MM
DIRECTV GROUP: Posts $41.4 Million Net Loss in First Quarter
DRESDNER RCM: Fitch Puts B+ Rating on B-1 & B-2 Note Classes

EXIDE TECHNOLOGIES: Scott McCarty Steps Down as Director
EXCITE@HOME: Liquidating Trust Settles AT&T Lawsuit for $400 Mil.
F & W AUTO: Case Summary & 20 Largest Unsecured Creditors
FALCON PRODUCTS: Consolidating & Streamlining Operations
FEDDERS CORP: Names Peter Gasiewicz Senior Vice President

FEDDERS CORP: Declares $0.03 Per Share Quarterly Cash Dividends
FEDERAL-MOGUL: Names Marie Remboulis Corporate Communications VP
FEDERAL-MOGUL: Names Jeff Kaminski SVP for Global Purchasing
FERRO CORP: Reporting Delays Prompt Moody's to Downgrade Ratings
FOOTMAXX HOLDINGS: Dec. 31 Balance Sheet Upside-Down by $16 Mil.

FREDERICK MCNEARY: Case Summary & 17 Largest Unsecured Creditors
FRIENDLY ICE: April 3 Balance Sheet Upside-Down by $108 Million
FV STEEL: Exclusive Solicitation Period Extended Until Sept. 15
GARDEN RIDGE: Judge Kornreich Confirms First Amended Plan
GRUPO IUSACELL: Losses & Defaults Trigger Going Concern Doubt

HOME EQUITY: Moody's Places Ba1 Rating on $9.78M Class B-4 Certs.
HOVNANIAN ENTERPRISES: Fitch Affirms BB+ Rating on $805M Sr. Notes
HUFFY CORPORATION: Taps O'Melveny & Myers as Special Counsel
HUFFY CORP: Court Approves Mattel & Fisher-Price Licensing Pact
JOHN GILLAM PRESLAR: Case Summary & 35 Largest Unsecured Creditors

KAISER ALUMINUM: Wants Exclusive Periods Extended to June 30
KIMBERLY OREGON: List of Largest Unsecured Creditor
KITCHEN ETC: Cooking.com Offers $100,000 for Intellectual Property
KNOWLTON SPECIALTY: Bankruptcy Court Confirms Reorganization Plan
LAZARD GROUP: Fitch Intends to Issue BB+ Rating on New $650 Notes

MESA GATEWAY: List of Largest Unsecured Creditor
MEYER'S BAKERIES: Wants to Hire Charles Schlumberger as Counsel
MEYER'S BAKERIES: Austerlitz Management to Provide Fin'l Advice
MIRANT CORP: Law Debenture Says Plan is Unconfirmable
MIRANT CORP: Court Vacates Order Allowing Equity Comm. Discovery

NAPIER ENVIRONMENTAL: Files BIA Proposal in British Columbia
NEW WORLD PASTA: Wants to Sell Omaha Facility to Molinos for $4MM
NORTEL NETWORKS: Buying PEC Solutions for $448 Million
NORTHWEST AIRLINES: Widening Losses Cue S&P to Watch Ratings
NORTH AMERICAN: New CFO, Auditors Raise Doubts & Talking to Lender

OMEGA HEALTHCARE: Earns $9.3 Million of Net Income in First Qtr.
OPTINREALBIG.COM: Taps Goodman & Richter as Special Counsel
OPTINREALBIG.COM: U.S. Trustee Wants Goodman's Engagement Reviewed
PAXSON COMMS: Receives Delaware Court Ruling on NBC's Pref. Stock
PONDEROSA PINE: Wants Brazos Electric Barred from Pursuing Claims

POPE & TALBOT: Completes $32+ Million Sawmill Purchase from Canfor
POPULAR ABS: Moody's Places Ba2 Rating on Class B-1 Certificates
PRIME CAMPUS: Wants to Hire Blosser Appraisal to Appraise Property
PRIMUS TELECOM: March 31 Balance Sheet Upside-Down by $145.5 Mil.
QUEENS SEAPORT: List of 20 Largest Unsecured Creditors

QWEST COMMS: Good Business Profile Cues S&P to Remove CreditWatch
RADVIEW SOFTWARE: Mar. 31 Balance Sheet Upside-Down by $797,000
RAMP SERIES 2005-SL1: Moody's Rates Classes B-1 & B-2 at Low-B
SANMINA-SCI: Low Revenues Cue S&P to Change Outlook to Negative
SECTION ROUGE: Bank Lenders Agree to Forebear Event of Default

SKIN NUVO: Wants Until Aug. 5 to Make Lease-Related Decisions
STELCO INC: Selling Closed Welland Pipe Mill to Grinolet Inc.
TEKNI-PLEX: Lenders Extend Bank Waiver Until June 10
TOMS FOODS: List of 20 Largest Unsecured Creditors
TORCH OFFSHORE: Court Approves Amendment to DIP Loan Agreement

TORCH OFFSHORE: Has Until October 7 Remove Civil Actions
TOYS 'R' US: Prices $402.5 Million Tender Offer for Senior Notes
TROPICAL SPORTSWEAR: National City Wants Lease Decision Made Now
UAL CORP: AMFA Leaders Prepare for Strike in Chicago
UNIFLEX INC: Has Until June 21 to Solicit Acceptances of Plan

US AIRWAYS: Posts $191 Million Net Loss for First Quarter
US UNWIRED: March 31 Balance Sheet Upside-Down by $84.6 Million
USG CORP: Wants CCR Litigation Moved Back to Bankruptcy Court
WILLIAMS SCOTSMAN: Planned $250 Mil. IPO Cues S&P to Watch Ratings
WHX CORPORATION: Creditors Must File Proofs of Claim by May 16

WINGS DIGITAL: Files Schedules of Assets & Liabilities in New York
WORLDCOM INC: Arthur Andersen Settles Class Action for $65-Mil.
XYBERNAUT CORP: Admits Liquidity Crisis & Possible Insolvency
YES! ENTERTAINMENT: Trust Wants to Delay Closing to July 31
YOUNG BROADCASTING: 100% of Noteholders Tender 8-1/2% Sr. Notes

* Moody's Comments on Effect of New Bankruptcy Law on Consumers
* S&P Provides Greater Differentiation of Short-term Credit Risk

* Upcoming Meetings, Conferences and Seminars

                          *********

202 CENTRE: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 202 Centre Street Realty, LLC
        54 Canal Street, 5th Floor
        New York, New York 10002

Bankruptcy Case No.: 05-13154

Type of Business: The Debtor owns a six-story office building
                  located at 202 Centre Street in Manhattan.

Chapter 11 Petition Date: May 2, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: David M. Bass, Esq.
                  Herrick, Feinstein LLP
                  2 Park Avenue
                  New York, New York 10016
                  Tel: (212) 592-1400
                  Fax: (212) 592-1500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
RCN Telecom Services, Inc.       Judgment Disputed    $3,248,488
c/o Kramer Levin, et al.
919 Third Avenue
New York, NY 10022

Metal Stone Construction         Construction           $460,382
134-38 35th Avenue               Services
Flushing, NY 11354

Dragon Palace NY, Inc.           Prepaid Rent            $37,594
202 Centre Street, 1st Floor
New York, NY 10013

Gala Trading                     Prepaid Rent            $32,308
202 Centre Street, 2nd Floor
New York, NY 10013

Production Network               Loan                    $30,000
213 West 40th Street, 2nd Floor
New York, NY 10018

David Louie                      Prepaid Rent            $28,167
202 Centre Street, 5th Floor
New York, NY 10013

May Wah Vegetarian Food          Prepaid Rent            $21,719
213 Hester Street
New York, NY 10013

Beauty 213 Inc.                  Prepaid Rent            $18,016
213 Hester Street
New York, NY 10013

Goldberg Weprin & Ustin, LLP     Attorneys' Fees          $8,500
1501 Broadway, 22nd Floor
New York, NY 10036

David Chin Insurance             Liability Insurance      $6,111
350 Broadway, #50                Installment
New York, NY 10013

Liberty Elevator Company         Elevator Repair          $4,052
38-08 24th Street
Long Island City, NY 11101-3620

Raber Enterprises                March & April            $2,282
175 Canal Street                 2005 Service
New York, NY 10013               Fee

ECB                              ECB LL/98                  $700
66 John Street, 10th Floor       Violation
New York, NY 10038               #34460971L

JRC Archicon, Inc.               Boiler Removal             $450
3701 Main Street                 Violation
Flushing, NY 11354

Flora R. Si, CPA                 Accounting                 $300
221 Canal Street                 Services for
New York, NY 10013               1st, 2nd
                                 Quarter 2005

New York City                    Building Sign               $44
Department of Finance            Charge
P.O. Box 32
New York, NY 10008


ADAHI INC: Plan & Disclosure Hearing Moved to May 17
----------------------------------------------------
The U.S. Bankruptcy Court the District of Nevada will consider, on
May 17, 2005, at 2:30 p.m., approval of the First Amended Joint
Disclosure Statement and Plan of Reorganization filed by Adahi,
Inc., on April 19, 2005.

Objections to the Disclosure Statement and Plan, if any, must be
filed by May 13, 2005.

The Plan intends to pay creditors using:

   * net revenue from leasing Adahi's commercial real property;
     and

   * net proceeds from a cash-out refinancing of Adahi's Incline
     Village Real Property.

General Unsecured Creditors are promised full payment of their
claims plus 6% interest on the Effective Date.

Unimpaired classes include:

   * Administrative claims,

   * priority tax claims, and

   * claims held by the Sacramento City Employee Retirement
     System, and

and will be paid in full on the Effective Date.

Gregory and Sara Skinner, Brandon Skinner and Henry Skinner, will
retain their equity interests in Adahi.

Impaired claims include:

   * claims of First Bank & Trust and
   * claims of mechanics' lienholders.

Headquartered in Incline Village, Nevada, Adahi Inc. filed for
chapter 11 protection on September 13, 2004 (Bankr. D. Nev.
Case No. 04-52718).  Stephen R. Harris, Esq., Chris D. Nichols,
Esq., and Gloria M. Petroni, Esq., at Belding, Harris & Petroni,
Ltd., represents the Debtor in its restructuring efforts. When the
Debtor filed for protection from its creditors, it estimated more
than $50 million in debts and assets.


ADELPHIA COMMS: Terminates $8.8B Exit Financing Commitment Pacts
----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Adelphia Communications Corp. discloses that,
effective May 9, 2005, it is terminating these Commitment
Agreements:

    a. the Amended and Restated Commitment Letter, dated March 24,
       2004, by and among ACOM, JPMorgan Chase Bank, N.A., Credit
       Suisse First Boston, acting through its Cayman Islands
       Branch, Citicorp North America, Inc., Deutsche Bank AG
       Cayman Islands Branch, J.P. Morgan Securities Inc.,
       Citigroup Global Markets Inc. and Deutsche Bank Securities
       Inc.; and

    b. the Engagement Letter and the Syndication Letter dated
       February 24, 2004, by and among ACOM, J.P. Morgan, Credit
       Suisse First Boston LLC, Citigroup Global and Deutsche
       Bank.

Vanessa A. Wittman, ACOM Executive Vice President and Chief
Financial Officer, notes that under the terms of the Commitment
Agreements, ACOM has the right to terminate the Agreements and
the commitment of the exit lenders upon the execution of a
definitive agreement for the sale to a non-affiliated third party
of all, or substantially all, of ACOM's assets.

The ACOM Debtors, as previously reported, entered into definitive
asset purchase agreements to sell substantially all of their
assets to Time Warner NY Cable LLC and Comcast Corporation.
Based on its execution of the asset purchase agreements, ACOM
decided to terminate the Commitment Agreements in their entirety.

In connection with the termination, ACOM is required to pay to
the exit lenders all accrued and unpaid commitment fees and all
their accrued and unpaid expenses as of the termination date.
Thus, on May 9, 2005, ACOM will pay the exit lenders:

    a. around $45.4 million in cash, for the accrued and unpaid
       commitment fees in respect of the exit financing
       commitment; and

    b. all accrued and unpaid expenses of the exit lenders through
       the termination date.
Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 91; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Wants to Transfer Equity Interests to Cablehova
---------------------------------------------------------------
In conjunction with the establishment of a Credit Agreement dated
September 28, 2001, among Olympus Cable Holdings, LLC, ACC
Company of Western Connecticut, Highland Video Associates, L.P.,
Coudersport Television Cable Company and ACC Holdings 2001, LLC,
as borrowers, the Bank of Montreal as administrative agent, and
various other financial institutions as lenders, a series of
corporate restructuring transactions were effected, involving,
among others, Arahova Holdings, LLC, and Century Cablevision
Holdings, LLC.

Marc Abrams, Esq., at Willkie Farr & Gallagher LLP, in New York,
relates that as determined by recent due diligence performed by
Adelphia Communications Corporation's current management, the 2001
Transaction, which was undertaken by the former Rigas management,
may have inadvertently jeopardized certain significant tax
attributes of the estates.  Specifically, one effect of the 2001
Transaction was to distribute the assets of, and subsequently
liquidate, a former ACOM subsidiary.  Immediately prior to the
Liquidation, Arahova and Century Cablevision were subsidiaries of
that old ACOM subsidiary.

Mr. Abrams explains that to avoid realizing gain on Liquidation,
ACOM should have made an election under applicable federal tax
regulations in 2002 and created a new entity holding the assets
that its liquidated subsidiary previously held before the
Liquidation.  As a result of its failure to take those steps, Mr.
Abrams says, ACOM may have compromised significant net operating
losses as a result of the 2001 Transaction.

Despite the time that has elapsed since the 2001 Transaction was
consummated, the ACOM Debtors plan to seek permission from the
Internal Revenue Service to rectify their failure and file the
Election on a current basis.  The Debtors believe that, in
connection with the IRS application, it is preferable to effect
the contribution of the liquidated subsidiary's assets prior to
the time that the Debtors contract for any sale of those assets.

As the NOLs may be used to offset future income and reduce the
ACOM Debtors' tax liabilities in future periods, preserving NOLs
of this magnitude could be highly beneficial for the estates, Mr.
Abrams notes.  Thus, to the extent they can still preserve the
NOLs, which were jeopardized by the 2001 Transaction, and realize
a significant tax savings in the future, the Debtors may
ultimately enjoy an enhanced cash position and maximize the value
of their estates.

Accordingly, to correct for their past failure to file the
Election, the ACOM Debtors seek the Court's authority to
implement a transaction that will enable them to seek to file the
Election now.  Specifically, subject to obtaining the consent of
their postpetition lenders, the Debtors seek the Court's
authority to contribute the assets, which were held by the
liquidated subsidiary as of the Liquidation, to Cablehova
Investment Holdings, Inc. -- a newly formed Delaware corporation.
To do so, Olympus Cable Holdings, LLC, and Olympus
Communications, L.P., would contribute their equity interests in
Arahova and Century Cablevision to Cablehova, in exchange for a
pro rata share of the Cablehova equity.

As the Olympus Contribution Transaction is designed to leave all
rights, claims and interests of parties-in-interest unaffected,
Cablehova and the Olympus Entities wish to enter into a Stock
Contribution and Equity Allocation Agreement, which will
distribute the equity of Cablehova to the Olympus Entities, pro
rata, based on the residual equity value of Arahova and Century
Cablevision as determined in conjunction with the confirmation of
a plan of reorganization.

To further ensure that all rights, claims and interests of
parties-in-interest are unaffected by the Preservation
Transaction -- the Contribution Transaction and the Allocation
Agreement combined -- Cablehova will provide a non-recourse
guarantee of the obligations of Olympus Cable under the Olympus
facility and Olympus Communications under that certain Credit
Agreement, dated as of May 6, 1999, by and among Hilton Head
Communications, L.P., UCA LLC, National Cable Acquisition
Associates, L.P., SVHH Cable Acquisition, L.P., Tele-Media
Company of Hopewell-Prince George, First Union National Bank.
Bank of Montreal, PNC Bank, N.A., and various other financial
institutions.

Mr. Abrams assures the Court that no assets or liabilities of
Arahova or Century Cablevision will be transferred, merged or
diluted as a result of the Preservation Transaction.  Thus,
Arahova's and Century Cablevision's creditors will not be
prejudiced, the value of third parties' collateral will not be
diminished, and, pursuant to the terms of the Allocation
Agreement, holders of their equity interests will continue to
hold those equity interests through Cablehova, an intermediate
holding company.

Moreover, Mr. Abrams discloses, under the terms of the DIP
Amendment and Cablehova's organization documents, Cablehova will
not be permitted to:

   a. conduct any operations or business other than the holding
      of the equity interests in Arahova and Century Cablevision;

   b. incur any indebtedness or otherwise incur any liabilities
      or obligations except by operation of law or in connection
      with the guarantees; or

   c. subject any of its assets to any Liens -- as defined in the
      DIP Facility -- or otherwise sell, convey, transfer or
      otherwise dispose of any of its assets, except by operation
      of law or in connection with the guarantees.

Mr. Abrams clarifies that the guarantee provided by Cablehova of
Olympus Cable's obligations under the Olympus Facility will be
limited to the residual equity value of Arahova, and the
guarantee provided by Cablehova of the obligations of Olympus
Communications under the UCA Facility will be limited to the
residual equity value of Century Cablevision, in each case as
determined in conjunction with the confirmation of a plan of
reorganization.

To implement the Preservation Transaction and comply with the
requirements of the DIP Facility, upon obtaining DIP Lender
consent and the approval of the ACOM Debtors' request to file for
Election, Cablehova will file a Chapter 11 petition with the
Court.  Therefore, the ACOM Debtors ask the Court to direct that
Cablehova's bankruptcy case, once filed, be jointly administered
with their cases, and to deem all orders entered in their cases,
to the extent applicable and in a manner that is consistent with
the orders' stated purposes, to have been entered in Cablehova's
bankruptcy case.

Mr. Abrams contend that as Cablehova may need many of the same
protections and authorizations already afforded to the ACOM
Debtors, entry of an order deeming the pervious orders entered in
the Debtors' cases to have been entered in Cablehova's case, once
filed, will obviate the need for duplicative notices, motions,
applications, and proposed orders to be filed with the Court, an
exercise which would needlessly waste resources of the estates.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 88; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR NAIL: Requests Final Decree Closing Bankruptcy Case
-------------------------------------------------------
Air Nail Company, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Pennsylvania to enter
a final decree and formally close their bankruptcy cases.

According to the Reorganized Debtors, the cases should be closed
since:

      a) their Joint Plan of Reorganization has been substantially
         consummated pursuant to Section 1101(2) of the Bankruptcy
         Code; and

      b) their creditors and parties-in-interest have been fully
         paid in accordance with the Joint Plan of Reorganization.

Headquartered in Butler, Pennsylvania, Air Nail Co. Inc.
manufactures heavy-duty staples and industrial-grade wire
stapling materials.  Air Nail and its sister company,
International Staple Machines, filed for Chapter 11 protection
on July 28, 2003 (Bankr. W.D. Pa. Case No. 03-29029).  The
Bankruptcy Court confirmed the Debtor's Joint Plan of
Reorganization on Feb. 25, 2005.  Jean R. Robertson, Esq., at
McDonald Hopkins Company, and John M. Steiner, Esq., and Kimberly
A. Coleman, Esq., at Leech Tishman Fuscaldo & Lampl LLC,
represented the Debtor in their successful restructuring.


ALAN LEE MILLER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Alan Lee Miller
        13930 Taylorcrest Road
        Houston, Texas 77079

Bankruptcy Case No.: 05-36681

Chapter 11 Petition Date: April 29, 2005

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Kenneth Paul Thomas, Esq.
                  4615 Southwest Freeway, Suite 500
                  Houston, TX 77027
                  Tel: 713-355-6728

Total Assets: $1,003,782

Total Debts:  $4,673,527

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bank One                      Business Debt             $697,416
1337 Gessner
Houston, TX 77055

Tinsley, David                Business Debt             $684,917
12714 Kluge Rd.
Cypress, TX 77429

Ceramic Gomes                 Business Debt             $182,539
Ctra Ribesalbes, Km
P.O. Box 8015
12006 Castellon SPAIN

State Comptroller             Business Debt             $160,794
1919 North Loop West
Suite 510
Houston, TX 77008

Savoia                        Business Debt             $121,540
Via Ghiarola nuova
77-41042 Florano (MO) ITALY

IRS                           Business Debt             $111,942
Department of Tresury
Memphis, TX 37501

Amerisure Companies           Business Debt              $96,622
P.O. Box 67000
Detroit, MI 48267

Unicom Starker                Business Debt              $96,231
Euro 260.001 v. Via
Flumendosa
7-41040 Spezzano dei Florano
Modenese, Mo ITALY

Master Tile                   Business Debt              $92,510
P.O. Box 973513
Dallas, TX 75397

Qep Stone Mountain            Business Debt              $91,958
1081 Holland Drive
Boca Raton, FL 33487

Readers Wholesale             Business Debt              $86,176
Distributors
P.O. Box 2407
Houston, TX 77252

Swiff-Train Company           Business Debt              $85,178
2500 Agnes St.
Corpust Christi, TX 78469

Azulejera Alcorense           Business Debt              $73,804
Partida Ramonet, sn Apdo.
12550 Aimazora
Castillon, SPAIN

Ceramica Alfagres             Business Debt              $71,542
Rod Wilson Finardi SP 191
13537-000 Km 82
Peuna SP BRAZIL

Villagres                     Business Debt              $70,713
Chacara Vigorelli Cx
Postal 39
Santa Gertrudes SP BRAZIL

Hispania Ceramica             Business Debt              $59,370
Camino Viego Castellon Onda
s/n Apdo
P.O. Box 170
12200 Onda (Castellon) SPAIN

Interceramic, Inc.            Business Debt              $59,249
Attn: Remittance Processing
P.O. Box 201433
Dallas, TX 75320

Gomez Gomez                   Business Debt              $53,312
Carretera Viver-Burriana
KM 55.3
12200 Onda Castellon SPAIN

Porto Ferreira                Business Debt              $48,296
Av 24 De Outubro
Porto Ferreira, SP
13660-970 BRASIL

Azulindus & Martie            Business Debt              $48,090
Avada, Manuel Escobedo, 25
Apto. correos 22
12200 Onda
Castellon, SPAIN


ALDERWOODS GROUP: Earns $13.1 Mil. of Net Income in First Quarter
-----------------------------------------------------------------
Alderwoods Group, Inc. disclosed its first quarter results,
representing the 12 weeks ended March 26, 2005.

The Company reported total net income of $13.1 million, or $0.33
basic and $0.32 diluted earnings per share, on revenues of $183.8
million, for the 12 weeks ended March 26, 2005, compared with
total net income of $4.8 million, or $0.12 basic and diluted
earnings per share, on revenues of $176.8 million, for the 12
weeks ended March 27, 2004.

From continuing operations, the Company reported net income of
$13.5 million, or $0.34 basic earnings per share, for the first
quarter of fiscal 2005, compared with net income of $11.4 million,
or $0.28 basic earnings per share, for the same period a year ago.

   Highlights of the First Quarter from Continuing Operations

      * Total revenue increased 3.9% to $183.8 million;

      * Number of same site funeral services performed for the
        quarter decreased 1.5% to 29,917;

      * Same site average revenue per funeral increased 3.2% to
        $4,129;

      * Funeral revenue increased 1.4% to $124.0 million;

      * Cemetery revenue increased 4.7% to $38.2 million;

      * Insurance revenue increased 17.2% to $21.6 million;

      * Pre-need funeral contracts written increased 7.2% to
        $43.2 million;

      * Pre-need cemetery contracts written increased 15.3% to
        $20.9 million; and

      * Total debt was reduced by $31.6 million in the quarter.

"In the first quarter, Alderwoods' operating performance was
positive," said Mr. Paul Houston, President and CEO of Alderwoods
Group.  "We increased funeral, cemetery and insurance revenues,
maintained control over operating expenses and grew earnings from
continuing operations.  It is gratifying to see that the focused
efforts of Alderwoods' employees have had an impact on Alderwoods'
results."

Mr. Houston continued, "While the number of funeral services
performed in January, the first month of the quarter, were weak
compared with the strong January we experienced in 2004, the
number of funeral services performed in the months of February and
March were up a combined 2.6% over the same period a year ago,
resulting in a net decline of 1.5% in same site funeral services
performed for the quarter.  We are encouraged by these trends and
are focused on investing in programs to help drive future organic
growth."

"We are also pleased that subsequent to the quarter end we were
able to close the sale of the remaining non-strategic assets
except for one small cemetery," said Mr. Houston.

              Significant Activities in the Quarter

Invested in Growth Strategies

At the start of 2005, Alderwoods Group announced plans to invest
in programs that will increase the company's funeral services
performed and position its operations to support future growth.

In the first quarter of 2005, Alderwoods invested in these
programs:

      * New recruitment programs to support field operations and
        help Alderwoods attract the best personnel;

      * Additional training programs to provide all new and
        existing staff with the tools they require to fulfill
        their roles;

      * An expanded field management structure to increase the
        level of coaching, guidance and support available to
        location management employees; and

      * Additional advertising and promotion programs to build
        local awareness of Alderwoods' brand and product and
        service offerings and to generate pre-need sales leads.

The Company's program for additional incremental repairs and
maintenance of facilities to ensure they meet the needs of all the
families served will begin during the second quarter.

The Company also continued to invest capital in the rollout of
Alderwoods Rooms across its network.  Alderwoods Group expects to
build 110 this year, bringing the total number of Alderwoods Rooms
in the network to 344 by the end of 2005.

Reduced Long-Term Debt

Alderwoods Group continued its program of debt reduction in the
quarter, reducing its long-term debt by $31.6 million.

         Discontinued Operations and Assets Held for Sale

Over the past several years, Alderwoods Group engaged in a
strategic market assessment to identify operating assets that did
not fit into Alderwoods' market or business strategies.  As a
result of this assessment, a significant number of properties were
identified as assets held for sale and then subsequently sold.

On April 18, 2005, Alderwoods largely completed its program of
divesting non-strategic assets, selling to date in 2005 18 funeral
homes, five cemeteries and four combination properties.  Gross
proceeds of these dispositions were approximately $7.0 million.
Only one location previously identified for sale remains to be
sold.

         Financial Summary 12 Weeks Ended March 26, 2005
                           Overview

For the 12 weeks ended March 26, 2005, total net income was
$13.1 million, an increase of $8.3 million compared to net income
of $4.8 million for the 12 weeks ended March 27, 2004.  Basic
earnings per share were $0.34 for the 12 weeks ended March 26,
2005 compared to $0.12 for the 12 weeks ended March 27, 2004.
Diluted earnings per share were $0.32 for the 12 weeks ended March
26, 2005 compared to $0.12 in the year-ago period.

                    Continuing Operations

Total revenue for the 12 weeks ended March 26, 2005, was
$183.8 million compared to $176.8 million for the 12 weeks ended
March 27, 2004, an increase of $7.0 million, or 3.9%.  Revenue
increased in each of the business segments - funeral, cemetery and
insurance.

Funeral revenue was $124.0 million for the 12 weeks ended
March 26, 2005, up $2.1 million compared to $121.9 million for the
12 weeks ended March 27, 2004.  Same site funeral revenue was
$123.5 million for the 12 weeks ended March 26, 2005, up
$2.4 million compared to $121.1 million for the 12 weeks ended
March 27, 2004.  The increase in same site performance was largely
due to an increase in the average funeral revenue per service of
$127 or 3.2%, partially offset by a decrease of 1.5% in the number
of funeral services performed.

Funeral gross margin was 24.1% for the 12 weeks ended March 26,
2005, compared to 23.7% for the 12 weeks ended March 27, 2004.
The increase was primarily due to the increase in funeral revenue.

Cemetery revenue for the 12 weeks ended March 26, 2005, was
$38.2 million, $1.7 million, or 4.7% higher than $36.5 million for
the 12 weeks ended March 27, 2004.  The increase was due primarily
to higher pre-need space sales and a reduction of $0.7 million in
the allowance for cancellation of related customer receivables as
a result of analysis of improving collection trends.

Cemetery gross margin was 13.4% for the 12 weeks ended
March 26, 2005, compared to 13.8% for the 12 weeks ended
March 27, 2004.  The decrease was due primarily to a $0.3 million
decline in income on perpetual care trusts.

Insurance revenue was $21.6 million for the 12 weeks ended
March 26, 2005, compared to $18.4 million for the 12 weeks ended
March 27, 2004.  Insurance revenue increased due to higher premium
income.  Insurance gross margin increased to 5.9% for the 12 weeks
ended March 26, 2005, compared to 4.9% for the 12 weeks ended
March 27, 2004, primarily as a result of the revenue increase.

General and administrative expenses totaled $10.6 million for the
12 weeks ended March 26, 2005 compared to $11.7 million for the 12
weeks ended March 27, 2004.  The current period amount includes a
$0.9 million gain on the settlement of a legal matter.

For the 12 weeks ended March 26, 2005, interest expense was
$7.5 million, an increase of $2.2 million compared to the 12 weeks
ended March 27, 2004.  Interest expense for the 12 weeks ended
March 27, 2004, included a credit of $7.2 million from the
unamortized premium upon early retirement of the 12.25%
Convertible Subordinated Notes due in 2012.  After adjusting for
the premium, interest expense on long-term debt decreased
from $12.9 million for the 12 weeks ended March 27, 2004, to
$6.6 million for the current period.  Alderwoods undertook a
series of debt refinancings in 2003 and 2004, resulting in lower
effective interest rates, and made significant debt repayments
during those years.

For the 12 weeks ended March 26, 2005, net income tax expense was
$11.2 million, compared to net income tax expense of $5.6 million
for the 12 weeks ended March 27, 2004.  The effective tax rate
varied from the statutory tax rate in 2005 because the losses
incurred in certain jurisdictions did not offset the income in
profitable jurisdictions and in certain jurisdictions, there was
an increase in the valuation allowance for which realization of
the associated deferred tax benefit was not considered more likely
than not.

Net income from continuing operations was $13.5 million, or $0.34
basic and $0.33 diluted earnings per share, for the 12 weeks ended
March 26, 2005, compared to net income of $11.4 million, or $0.28
basic and diluted earnings per share, for the 12 weeks ended
March 27, 2004.

Pre-need funeral and cemetery contracts written during the 12
weeks ended March 26, 2005, totaled $43.2 million and $20.9
million, respectively.  For the 12 weeks ended March 27, 2004,
pre-need funeral and cemetery contracts written totaled $40.3
million and $18.2 million, respectively.  The Company is
continuing its program to increase pre-need sales.  The Company
believes that pre-need sales are an important part of building the
foundation for future revenue.

                     Discontinued Operations

The Company has classified all the locations identified for
disposal as assets held for sale in the consolidated balance
sheets and recorded any related operating results, long-lived
asset impairment provisions, and gains or losses recorded on
disposition as income from discontinued operations.  The Company
has reclassified prior periods to reflect any comparative amounts
on a similar basis.

For the 12 weeks ended March 26, 2005, loss from discontinued
operations, net of tax, was $0.4 million, or $0.01 basic and
diluted earnings per share compared to a loss of $6.5 million or
$0.16 basic and diluted earnings per share for the 12 weeks ended
March 27, 2004.  During 2004 most of the locations identified for
disposal were sold, resulting in much smaller operating results in
2005.

                          Alderwoods Group, Inc.
                      Consolidated Balance Sheets
                           At March 26, 2005
                             (In Thousands)

ASSETS
Current assets:
     Cash and cash equivalents                          $16,878
     Receivables, net of allowances                      58,774
     Inventories                                         16,735
     Other                                               10,817
     Assets held for sale                                49,083
                                                     ----------
                                                        152,287

Pre-need funeral receivables and trust investments      332,790
Pre-need cemetery receivables and trust investments     304,552
Cemetery property                                       117,271
Property and equipment                                  531,293
Insurance invested assets                               257,947
Deferred income tax assets                                9,881
Goodwill                                                321,081
Cemetery perpetual care trust investments               245,845
Other assets                                             40,033
                                                     ----------
TOTAL ASSETS                                         $2,312,980
                                                     ==========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable and accrued liabilities          $136,238
     Current maturities of long-term debt                 4,236
     Liabilities associated with assets held for sale    36,291
                                                     ----------
                                                        176,765

Long-term debt                                          427,745
Deferred pre-need funeral contract revenue               86,872
Non-controlling interest in
     funeral & cemetery contracts                       543,636
Insurance policy liabilities                            226,319
Deferred income tax liabilities                          19,786
Other liabilities                                        17,227
                                                     ----------
                                                      1,498,350
                                                     ----------

Non-controlling interest in perpetual care trusts       251,044

Stockholders' equity:
     Common stock, $0.01 par value,
        100,000,000 shares authorized,
        39,984,979 issued and outstanding
        (2002 - 39,941,271)                                 400
     Capital in excess of par value                     740,494
     Accumulated deficit                               (200,452)
     Accumulated other comprehensive income              23,144
                                                     ----------
Total Stockholders' Equity                              563,586
                                                     ----------
Total Liabilities And Stockholders' Equity           $2,312,980
                                                     ==========


                          Alderwoods Group, Inc.
                  Consolidated Statement of Operations
                     12 Weeks Ended March 26, 2005
                             (In Thousands)

Revenue:
     Funeral                                           $124,013
     Cemetery                                            38,215
     Insurance                                           21,568
                                                     ----------
                                                        183,796
                                                     ----------
Costs and expenses:
     Funeral                                             94,113
     Cemetery                                            33,095
     Insurance                                           20,287
                                                     ----------
                                                        147,495
                                                     ----------
                                                         36,301

General and administrative expenses                      10,643
Provision for asset impairment                            (755)
                                                     ----------
Income from operations                                   26,413

Interest on long-term debt                                7,516
Other expense (income), net                              (5,800)
                                                     ----------
Income before income taxes                               24,697
Income taxes                                             11,192
                                                     ----------
Net income from continuing operations                    13,505

Discontinued operations:
     Income (loss) from discontinued operations            (369)
     Income taxes                                             -
                                                     ----------
Income (loss) from discontinued operations                 (369)
                                                     ----------
Net income (loss)                                       $13,136
                                                     ==========


                          Alderwoods Group, Inc.
                  Consolidated Statement of Cash Flows
                     12 Weeks Ended March 26, 2005
                             (In Thousands)

CASH PROVIDED BY (APPLIED TO):
Operations:
     Net income (loss)                                  $13,136
     Income (loss) from discontinued operations, net        369
     Items not affecting cash
        Depreciation and amortization                    10,132
        Amortization of debt issue cost                     905
        Insurance policy benefit reserves                10,564
        Provision for asset impairment                     (755)
        Loss (gain) on disposal of assets                (5,831)
        Deferred income taxes                             6,447
     Premium on long-term debt repurchase                   282
     Other, including net changes
        in other non-cash balances                        6,467
                                                     ----------
     Net cash provided by continuing operations          41,716
     Net cash provided by discontinued operations           720
                                                     ----------
                                                         42,436
                                                     ----------

Investing:
     Proceeds on disposition of business assets          10,488
     Purchase of property and equipment                  (4,605)
     Purchase of insurance invested assets              (48,061)
     Proceeds on disposition and maturities of
        insurance invested assets                        37,778
                                                     ----------
     Net cash provided by continuing operations          (4,400)
     Net cash provided by discontinued operations         1,163
                                                     ----------
                                                         (3,237)
                                                     ----------

Financing:
     Increase in long-term debt                           5,151
     Repayment of long-term debt                        (37,072)
     Issuance of Common stock                               269
                                                     ----------
     Net cash provided by continuing operations         (31,652)
     Net cash provided by discontinued operations           (48)
                                                     ----------
                                                        (31,700)
                                                     ----------

Increase (decrease) in cash and cash equivalents          7,499
Cash and cash equivalents, beginning of period            9,379
                                                     ----------
Cash and cash equivalents, end of period                $16,878
                                                     ==========

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

                         *     *     *

As previously reported in the Troubled Company Reporter on
July 27, 2004, Standard & Poor's Ratings Services it affirmed its
'B+' corporate credit rating on the funeral home and cemetery
operator Alderwoods Group, Inc., and assigned its 'B' debt rating
to the company's proposed $200 million senior unsecured notes due
in 2012.  At the same time, Standard & Poor's also assigned its
'BB-' senior secured bank loan rating and its '1' recovery rating
to Alderwoods' proposed $75 million revolving credit facility,
which matures in 2008, and to its proposed term loan B, which
matures in 2009.  The existing term loan had $242 million
outstanding at March 27, 2004, but will be increased in size.  The
bank loan ratings indicate that Standard & Poor's expects a full
recovery of principal in the event of a default, based on an
assessment of the loan collateral package and estimated asset
values in a distressed default scenario.  The company is expected
to use the proceeds from the new financings to redeem $320 million
of 12.25% senior unsecured notes, repay a $25 million subordinated
loan, and fund transaction costs.  As of March 27, 2004, the
company had $614 million of debt outstanding.  (Loewen Bankruptcy
News, Issue No. 97; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


ALDERWOODS GROUP: Completes Evaluation of Internal Control
----------------------------------------------------------
Alderwoods Group, Inc. (NASDAQ:AWGI) completed its evaluation of
the effectiveness of its internal control over financial reporting
pursuant to Section 404 of the Sarbanes-Oxley Act and will include
the results in an amendment on Form 10-K/A to its Annual Report on
Form 10-K for the 52 weeks ended January 1, 2005.

Management has identified the following two material weaknesses in
the Company's internal control over financial reporting as of
January 1, 2005, which are described in the Company's Form 10-K/A.

      * The Company did not maintain an effective control
        environment over the financial reporting and income tax
        processes such that there were limitations in the
        capacity of the accounting and tax resources to identify
        and react in a timely manner to new accounting
        pronouncements and non-routine and complex business
        transactions.

      * The Company did not maintain an effective control
        environment at its operating locations with respect to
        full awareness and consistent compliance with the
        Company's policies and procedures, which are designed
        to both prevent and detect misstatements at the location
        level and include the Company's code of conduct,
        whistleblower procedures and detailed control activities
        within various business processes.

As a result of these material weaknesses the Company has concluded
that it did not maintain effective internal control over financial
reporting as of January 1, 2005.  KPMG LLP, the Company's
independent auditor, has issued an attestation report on the
Company's internal control over financial reporting as of January
1, 2005, which is included in the Company's Form 10-K/A.

The Company is taking corrective actions with respect to the
material weaknesses.  Management is fully committed to devoting
significant resources to effectively remediate these weaknesses in
the Company's internal control over financial reporting.

                         *     *     *

The Company's Form 10-K/A was filed with the Securities and
Exchange Commission on April 26, 2005, within the time period
prescribed by the SEC's exemptive order dated November 30, 2004
(Release No. 50754).  A full-text copy of Alderwoods' Form 10-K/A
is available for free at:

http://www.sec.gov/Archives/edgar/data/927914/000104746905011299/a2156422z10-ka.htm

To remediate the internal control deficiencies identified,
Alderwoods says it intends to:

    (1) hire additional accounting resources and engaging outside
        consultants to supplement the internal accounting staff;

    (2) implement a new pre-need trust accounting software system
        to simplify transaction accounting, as well as to
        accelerate transaction accounting and analytical
        capabilities;

    (3) implement a new tax consolidation process to improve the
        detail and accuracy within the tax function;

    (4) reduce the number of taxable entities by reorganizing and
        merging certain legal entities to simplify tax reporting
        requirements;

    (5) reduce the number of third party trust companies utilized
        to further simplify trust processing and reporting
        requirements;

    (6) design and implement programs and monitoring processes,
        including location checklists and certifications that are
        intended to improve awareness of and compliance with
        Alderwoods' policies and procedures in field locations;
        and

    (7) redesign and implement revised inventory count
        procedures.

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

                         *     *     *

As previously reported in the Troubled Company Reporter on
July 27, 2004, Standard & Poor's Ratings Services it affirmed its
'B+' corporate credit rating on the funeral home and cemetery
operator Alderwoods Group, Inc., and assigned its 'B' debt rating
to the company's proposed $200 million senior unsecured notes due
in 2012.  At the same time, Standard & Poor's also assigned its
'BB-' senior secured bank loan rating and its '1' recovery rating
to Alderwoods' proposed $75 million revolving credit facility,
which matures in 2008, and to its proposed term loan B, which
matures in 2009.  The existing term loan had $242 million
outstanding at March 27, 2004, but will be increased in size.  The
bank loan ratings indicate that Standard & Poor's expects a full
recovery of principal in the event of a default, based on an
assessment of the loan collateral package and estimated asset
values in a distressed default scenario.  The company is expected
to use the proceeds from the new financings to redeem $320 million
of 12.25% senior unsecured notes, repay a $25 million subordinated
loan, and fund transaction costs.  As of March 27, 2004, the
company had $614 million of debt outstanding.  (Loewen Bankruptcy
News, Issue No. 97; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


ALLEGHENY ENERGY: Shareholders Scheduled to Meet on May 12
----------------------------------------------------------
The Meeting of Stockholders of Allegheny Energy, Inc., a Maryland
corporation, will be held in The Grand Hyatt, Park Avenue at Grand
Central Station, New York, New York on May 12, 2005, at 9:30 A.M.,
Eastern Daylight Savings Time, for these purposes:

   (1) to elect nine directors to hold office until the 2006
       annual meeting and until their successors are duly elected
       and qualified;

   (2) to ratify the appointment of the Company's independent
       registered public accounting firm;

   (3) if presented, to consider and vote upon a stockholder
       proposal requiring management to retain stock;

   (4) if presented, to consider and vote upon a stockholder
       proposal regarding an independent Board Chairman;

   (5) if presented, to consider and vote upon a stockholder
       proposal to discourage any overextended directors;

   (6) if presented, to consider and vote upon a stockholder
       proposal regarding performance-based options; and

   (7) to transact other business as may properly come before the
       meeting or any adjournment, postponement or continuation
       thereof.

Holders of record of the Company's common stock at the close of
business on March 17, 2005 will be entitled to vote at the
meeting.

Headquartered in Greensburg, Pa., Allegheny Energy --
http://www.alleghenyenergy.com/-- is an investor-owned utility
consisting of two major businesses.  Allegheny Energy Supply owns
and operates electric generating facilities, and Allegheny Power
delivers low-cost, reliable electric service to customers in
Pennsylvania, West Virginia, Maryland, Virginia and Ohio.

                        *     *     *

As reported in the Troubled Company Reporter on March 1, 2005, the
rating outlooks for Allegheny Energy, Inc. and Allegheny Energy
Supply, LLC -- AE Supply -- have been revised to Positive from
Stable.  The revision of the Rating Outlooks reflects improvement
in credit quality stemming from debt repayments of approximately
$1.2 billion made since Dec. 1, 2003, a reduction of business risk
because of the sale or wind-down of most of the higher risk
nonregulated operations, improved financial reporting and
controls, and Fitch's expectation of continued debt reduction and
cash flow growth.  The ratings of Allegheny and AE Supply have
been affirmed.  Approximately $4.7 billion of debt is affected.

Fitch affirms ratings and revises the Rating Outlooks to Positive
on:

   Allegheny Energy, Inc.

      -- Senior unsecured debt 'BB-';
      -- 11 7/8% notes due 2008 'B+'.

   Allegheny Capital Trust I

      -- Trust preferred stock 'B+'.

   Allegheny Energy Supply Company LLC

      -- Senior secured 'BB-';
      -- Senior unsecured notes 'B-';
      -- Statutory trust (A notes) 'BB-'

   Allegheny Generating Company

      -- Senior unsecured debentures 'B-'.


ALLIANCE IMAGING: March 31 Balance Sheet Upside-Down by $57.4 Mil.
------------------------------------------------------------------
Alliance Imaging, Inc. (NYSE:AIQ) reported results for the first
quarter ended March 31, 2005.

Revenue for the first quarter increased 0.3% to $106.0 million
from $105.6 million in the comparable 2004 quarter.  Revenue was
in line with the Company's guidance range, which was $103 million
to $107 million for the first quarter.

Alliance's Adjusted EBITDA (earnings before interest expense, net
of interest income; income taxes; depreciation expense;
amortization expense; minority interest expense and non-cash
stock-based compensation), was $41.1 million in the first quarter
of 2005, compared to $40.9 million in the prior year period.

In the first quarter of 2005, the Company modified its definition
of Adjusted EBITDA to conform to a similar measure used in
Alliance's amended credit agreement.  Adjusted EBITDA now includes
minority interest expense and excludes employment agreement costs
and other income and expense, net.  Due to the modified definition
of Adjusted EBITDA, the Company's first quarter 2005 guidance
range is $39.5 million to $41.5 million, revised from $39 million
to $41 million.  For a more detailed discussion of Adjusted EBITDA
and reconciliation to net income, see the table entitled "Adjusted
EBITDA" included in the tables following this release.

Paul S. Viviano, Chairman of the Board and Chief Executive
Officer, stated: "Alliance is pleased to report first quarter
results toward the high end of the Company's guidance range,
making this the eighth consecutive quarter we have reported
results within or above our guidance range.  The Company continues
to focus on stabilizing its core mobile MRI business, growing the
PET and PET/CT business, and building new fixed sites.  Alliance
believes that our strategy of providing high-quality, turn-key
imaging solutions to hospitals and health systems positions
Alliance Imaging for growth in 2006."

Earnings per share on a diluted basis, in accordance with
generally accepted accounting principles, was $0.12 per share for
the 2005 first quarter, compared to $0.09 per share in the 2004
comparable period. Employment agreement costs and non-cash stock-
based compensation expenses reduced earnings per share by
approximately $0.01 per share in both the first quarters of 2005
and 2004, respectively.

Cash flow provided by operating activities was $27.1 million in
the first quarter of 2005 compared to $35.9 million in the
corresponding period of 2004.  Alliance made $26.3 million of
payments on its long-term debt in the first quarter of 2005.  The
Company's cash and cash equivalents balance decreased by $11.6
million to $9.1 million at March 31, 2005 from $20.7 million at
December 31, 2004.

Alliance Imaging is a leading national provider of shared-service
and fixed-site diagnostic imaging services, based upon annual
revenue and number of systems deployed. Alliance provides imaging
services primarily to hospitals and other healthcare providers on
a shared and full-time service basis, in addition to operating a
growing number of fixed-site imaging centers. The Company had 466
diagnostic imaging systems, including 354 MRI systems and 56 PET
or PET/CT systems, and over 1,000 clients in 43 states at
March 31, 2005.

At March 31, 2005, Alliance Imaging's balance sheet showed a
$57,388,000 stockholders' deficit, compared to a $67,528,000
deficit at Dec. 31, 2004.


AMERIQUEST MORTGAGE: Fitch Rates $23 Mil. Class M-10 at BB+
-----------------------------------------------------------
Ameriquest Mortgage Securities Inc.'s asset-backed P-T
certificates are rated by Fitch Ratings:

       -- 2005-R3 $1.75 billion publicly offered classes A-1A
          through A-3D 'AAA';

       -- $53 million class M-1 certificates 'AA+';

       -- $47 million class M-2 certificates 'AA';

       -- $27 million class M-3 certificates 'AA-';

       -- $25 million class M-4 certificates 'A+';

       -- $19 million class M-5 certificates 'A';

       -- $13 million class M-6 certificates 'A-';

       -- $10 million class M-7 certificates 'BBB+';

       -- $10 million class M-8 certificates 'BBB';

       -- $13 million class M-9 certificates 'BBB-',

       -- $23 million privately offered class M-10 'BB+'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 12.50% subordination provided by classes M-1 through
M-10, monthly excess interest and initial overcollateralization
-- OC -- of 0.50%.

Credit enhancement for the 'AA+' rated class M-1 certificates
reflects the 9.85% subordination provided by classes M-2 through
M-10, monthly excess interest and initial OC.

Credit enhancement for the 'AA' rated class M-2 certificates
reflects the 7.50% subordination provided by classes M-3 through
M-10, monthly excess interest and initial OC.

Credit enhancement for the 'AA-' rated class M-3 certificates
reflects the 6.15% subordination provided by classes M-4 through
M-10 monthly excess interest and initial OC.

Credit enhancement for the 'A+' rated class M-4 certificates
reflects the 4.90% subordination provided by classes M-5 through
M-10, monthly excess interest and initial OC.

Credit enhancement for the 'A' rated class M-5 certificates
reflects the 3.95% subordination provided by classes M-6 through
M-10, monthly excess interest and initial OC.

Credit enhancement for the 'A-' rated class M-6 certificates
reflects 3.30% subordination provided by classes M-7 through M-10,
monthly excess interest and initial OC.

Credit enhancement for the 'BBB+' rated class M-7 certificates
reflects the 2.80% subordination provided by classes M-8 through
M-10, monthly excess interest and initial OC.

Credit enhancement for the 'BBB' rated class M-8 certificates
reflects the 2.30% subordination provided by classes M-9 through
M-10, monthly excess interest and initial OC.

Credit enhancement for the 'BBB' rated class M-9 certificates
reflects the 1.65% subordination provided by class M-10, monthly
excess interest and initial OC.

Credit enhancement for the non-offered 'BB+' class M-10
certificates reflects 0.50% subordination provided by monthly
excess interest and initial OC.

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of
Ameriquest Mortgage Company as Master Servicer.  Deutsche Bank
National Trust Company will act as Trustee.

As of the cut-off date, the Group I mortgage loans have an
aggregate balance of $591,997,657.  The weighted average loan rate
is approximately 7.633%.  The weighted average remaining term to
maturity is 352 months.  The average cut-off date principal
balance of the mortgage loans is approximately $160,607.  The
weighted average original loan-to-value ratio is 77.41% and the
weighted average Fair, Isaac & Co. score was 617.  The properties
are primarily located in:

              -- California (14.60%),
              -- Florida (10.40%),
              -- New York (6.53%), and
              -- New Jersey (6.04%).

As of the cut-off date, the Group II mortgage loans have an
aggregate balance of $598,834,871.  The weighted average loan rate
is approximately 7.637%. The WAM is 352 months.  The average cut-
off date principal balance of the mortgage loans is approximately
$155,744.  The weighted average OLTV is 79.24% and the weighted
average FICO score was 620.  The properties are primarily located
in:

              -- California (12.02%),
              -- Florida (11.67%),
              -- New York (6.23%), and
              -- Maryland (5.34%).

As of the cut-off date, the Group III mortgage loans have an
aggregate balance of $400,035,619.  The weighted average loan rate
is approximately 7.521%.  The WAM is 356 months.  The average cut-
off date principal balance of the mortgage loans is approximately
$234,076.  The weighted average OLTV is 80.91% and the weighted
average FICO score was 623.  The properties are primarily located
in:

              -- California (28.79%),
              -- New York (9.25%) and
              -- Florida (8.91%).

The mortgage loans were originated or acquired by Ameriquest
Mortgage Company, which is a specialty finance company engaged in
the business of originating, purchasing and selling retail and
wholesale subprime mortgage loans.


AMPEX CORP: Applies for Stock Listing on Nasdaq National Market
---------------------------------------------------------------
Ampex Corporation (OTCBB:AEXCA) submitted a Listing Application to
have its Class A Common Stock listing on the Nasdaq National
Market.  The company believes it satisfies Nasdaq's quantitative
and qualitative listing criteria, but the ultimate listing
decision is at the discretion of the Nasdaq Listing Committee.
The Company has reserved the symbol AMPX for its use if its
application is ultimately approved, which typically is decided
within six to eight weeks from filing.

                       About the Company

Ampex Corporation -- http://www.ampex.com/-- headquartered in
Redwood City, California, is a leading innovator and licensor of
visual information technology.  During its 60-year history, the
Company has developed substantial proprietary technology relating
to the electronic storage, processing and retrieval of data,
particularly images.  Ampex currently holds approximately 600
patents and patent applications covering digital image processing,
digital image compression and recording technologies.  Through its
wholly-owned subsidiary, Ampex Data Systems Corporation, the
Company incorporates this technology in the design and manufacture
of very high performance data storage products, principally used
in intelligence gathering and defense applications to gather
digital images and other data from aircraft, satellites and
submarines.

At Dec. 31, 2004, Ampex Corporation's balance sheet showed a
$99,429,000 stockholders' deficit, compared to a $147,784,000
deficit at Dec. 31, 2003.


ARMSTRONG WORLD: Balance Sheet Upside-Down by $1.42B at 1st Qtr.
----------------------------------------------------------------
Armstrong Holdings, Inc., reported first quarter 2005 net sales of
$840.7 million that were 0.5% lower than first quarter net sales
of $845.0 million in 2004.  Excluding the effects of favorable
foreign exchange rates of $14.9 million, consolidated net sales
decreased by 2.2%.  First quarter 2005 operating income of
$7.7 million compared to $40.8 million in the first quarter of
2004.  The decline in operating income was primarily due to higher
raw material and energy costs of approximately $19 million, higher
selling, general and administrative expenses and increased charges
for cost reduction initiatives.

                        Resilient Flooring

Resilient Flooring net sales were $284.9 million in the first
quarter of 2005 and $304.1 million in the first quarter of 2004.
Excluding the favorable impact of foreign exchange rates, net
sales declined 7.7%.  The decrease was primarily due to lower
sales of all product categories in the Americas, primarily
laminate and residential vinyl products.  An operating loss of
$9.6 million in the quarter compared to operating income in the
first quarter of 2004 of $15.0 million.  This decrease was
primarily attributable to the impact of the sales volume decline,
increased costs to purchase PVC resins, charges for cost reduction
initiatives and higher SG&A expenses for increased selling and
advertising activity.

                          Wood Flooring

Wood Flooring net sales of $190.1 million in the first quarter of
2005 decreased 3.7% from $197.4 million in the prior year.  This
decrease was primarily driven by a 9% volume decline in solid wood
floors partially offset by an 18% volume increase in engineered
hardwood floors and price increases implemented for selected
products.  Operating income of $8.8 million in the first quarter
of 2005 compared to $10.3 million in the first quarter of 2004.
The decline in operating income was primarily attributable to
lower net sales, higher manufacturing costs and increased SG&A
expenses, partially offset by reduced raw material costs.

                   Textiles and Sports Flooring

Textiles and Sports Flooring net sales in the first quarter of
2005 increased to $62.9 million from $62.3 million.  Excluding the
effects of favorable foreign exchange rates of $4.1 million, sales
were down 5.3% due to lower volume and pricing in carpet flooring
products.  An operating loss of $5.9 million in 2005 compared to
an operating loss in 2004 of $1.9 million.  The increased
operating loss was caused by the impact of lower net sales,
increased SG&A expenses (for new products and severance costs) and
higher raw material costs.

                        Building Products

Building Products net sales of $253.6 million in the first quarter
of 2005 increased from $230.0 million in the prior year.
Excluding the effects of favorable foreign exchange rates of
$6.1 million, sales increased by 7.4%, primarily due to price
increases and sales of higher priced products combined with a 1%
volume increase in the U.S. commercial markets.  Operating income
increased to $35.3 million from operating income of $27.9 million
in the first quarter of 2004.  Increased selling prices covered a
majority of the inflationary cost pressures of wage and salary
increases and increased raw material, energy, and transportation
costs.  Operating income benefited from sales volume gains, sales
of higher priced products, increased equity earnings from our WAVE
joint venture and lower comparative spending on cost reduction
initiatives.

                            Cabinets

Cabinets net sales in the first quarter of 2005 of $49.2 million
decreased from $51.2 million in 2004.  Net sales decreased
primarily due to lower volume in certain geographic markets and
overall customer service issues.  The reductions in volume were
partially offset by increased sales prices.  An operating loss of
$5.9 million in 2005 compared to operating income of $0.6 million
in the prior year.  The decline was due to the impact of higher
SG&A expenses (particularly consulting costs, employee
compensation and selling- related expenses), costs incurred to
shut down the Morristown, Tennessee manufacturing plant,
manufacturing inefficiencies in other plants resulting from the
transfer of production from Morristown and lower net sales.

A full-text copy of Armstrong's 1st Quarter 2005 Financial Results
on Form 10-Q is available for free at:

  http://sec.gov/Archives/edgar/data/7431/000119312505089412/d10q.htm

               Armstrong Holdings, Inc., and Subsidiaries
                  Unaudited Consolidated Balance Sheets
                            At March 31, 2005
                          (Amounts in millions)

                                 Assets

Current Assets:
    Cash and cash equivalents                             $401.6
    Accounts and notes receivable, net                     369.1
    Inventories, net                                       541.7
    Deferred income taxes                                   15.6
    Income tax receivable                                    7.0
    Other current assets                                    84.1
                                                        --------
Total current assets                                    1,419.1

Property, plant and equipment, less
    accumulated depreciation and amortization            1,185.2
Insurance receivable for asbestos-related
    liabilities, non-current                                88.8
Prepaid pension costs                                      480.7
Investment in affiliates                                    74.9
Goodwill, net                                              135.3
Other intangibles, net                                      74.0
Deferred income taxes, non-current                         942.6
Other non-current assets                                   120.0
                                                        --------
Total assets                                           $4,520.6
                                                        ========

                  Liabilities and Shareholders' Equity

Current liabilities:
    Short-term debt                                        $18.1
    Current installments of long-term debt                   7.8
    Accounts payable and accrued expenses                  367.7
    Income taxes                                            26.0
    Deferred income taxes                                    1.1
                                                        --------
Total current liabilities                                 420.7

Liabilities subject to compromise                        4,866.7
Long-term debt, less current installments                   27.0
Postretirement and post-employment benefit liabilities     262.0
Pension benefit liabilities                                246.1
Other long-term liabilities                                 87.5
Deferred income taxes                                       19.2
Minority interest in subsidiaries                            9.3
                                                        --------
Total non-current liabilities                           5,517.8

Shareholders' equity (deficit):
    Common stock                                            51.9
    Capital in excess of par value                         167.7
    Reduction for ESOP loan guarantee                     (142.2)
    Accumulated deficit                                 (1,021.6)
    Accumulated other comprehensive income                  39.6
    Less common stock in treasury                         (513.3)
                                                        --------
Total shareholders' (deficit)                          (1,417.9)
                                                        --------
Total liabilities and shareholders' equity             $4,520.6
                                                        ========


               Armstrong Holdings, Inc., and Subsidiaries
                   Consolidated Statements of Earnings
                    Three Months Ended March 31, 2005
                          (Amounts in millions)

Net sales                                                 $840.7
Cost of goods sold                                         662.5
                                                        --------
Gross profit                                              178.2

Selling, general and administrative expenses               170.4
Restructuring charges, net                                   8.2
Equity (earnings) from joint venture                        (8.1)
                                                        --------
Operating income                                            7.7

Interest expense                                             2.2
Other non-operating expense                                    -
Other non-operating (income)                                (2.2)
Chapter 11 reorganization costs, net                         2.0
                                                        --------
Earnings from continuing operations before income
    taxes                                                    5.7
Income tax expense                                           8.7
                                                        --------
Net (loss) earnings from continuing operations              (3.0)
(Loss) from discontinued operations, net of $0.2 tax           -
                                                        --------
Net (loss) earnings                                       ($3.0)
                                                        ========


               Armstrong Holdings, Inc., and Subsidiaries
                  Consolidated Statements of Cash Flows
                    Three Months Ended March 31, 2005
                          (Amounts in millions)

Cash flows from operating activities:
    Net (loss) earnings                                    ($3.0)
    Adjustments to reconcile net (loss) to net cash
       (used for) operating activities:
       Depreciation and amortization                        36.4
       Deferred income taxes                                (1.4)
       Equity (earnings) from affiliates, net               (8.4)
       Chapter 11 reorganization costs, net                  2.0
       Chapter 11 reorganization costs payments             (3.4)
       Restructuring and reorganization charges, net of
          reversals                                          8.2
       Restructuring payments                              (12.8)
       Cash effect of hedging activities                    (5.7)
    Increase (decrease) in cash from change in:
       Receivables                                         (38.7)
       Inventories                                         (19.3)
       Other current assets                                 (5.0)
       Other non-current assets                             (5.5)
       Accounts payable and accrued expenses               (43.2)
       Income taxes payable                                  6.2
       Other long-term liabilities                          (3.4)
       Other, net                                           (1.5)
                                                        --------
Net cash (used for) operating activities                  (98.5)

Cash flows from investing activities:
    Purchases of property, plant and equipment
       and computer software                               (26.9)
    Distributions from equity affiliates                     6.0
    Proceeds from the sale of assets                         1.2
                                                        --------
Net cash (used for) investing activities                  (19.7)

Cash flows from financing activities:
    Increase in short-term debt, net                         7.7
    Payments of long-term debt                              (1.5)
    Other, net                                                 -
                                                        --------
Net cash provided by financing activities                   6.2

Effect of exchange rate changes
    on cash & cash equivalents                              (2.3)
                                                        --------
Net (decrease) in cash and cash equivalents              (114.3)

Cash and cash equivalents at beginning of year             515.9
                                                        --------
Cash and cash equivalents at end of year                 $401.6
                                                        ========

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
(Armstrong Bankruptcy News, Issue No. 76; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ARMSTRONG WORLD: Judge Robreno Wants a Status Report by May 23
--------------------------------------------------------------
Armstrong World Industries, Inc., the Official Committee of
Unsecured Creditors, the Official Committee of Asbestos Claimants,
and Futures Representative Dean M. Trafelet delivered a joint
response to Judge Robreno's order requiring a case status report
with respect to the parties' positions on future proceedings.

The parties inform the District Court that on March 4, 2005,
following issuance of the District Court's memorandum decision and
order denying the confirmation of AWI's Fourth Amended Plan of
Reorganization, AWI filed a notice of appeal from the Order with
the United States Court of Appeals for the Third Circuit.  On
March 18, 2005, AWI sought an expedited consideration of the Third
Circuit Appeal.  Subsequently, the Creditors Committee filed its
response to AWI's request to expedite the appeal, together with a
request seeking to dismiss the Appeal for lack of jurisdiction.

The parties attended a meeting on March 23, 2005, at the offices
of AWI's counsel to discuss the status of the case and
alternatives for AWI's emergence from Chapter 11.  The parties
advise Judge Robreno that they are considering all of their
options and will continue to discuss alternatives for AWI's
emergence.  AWI intends to pursue its Appeal while it continues
discussions with the other parties.

The parties will update the District Court on the progress of
their discussions.

The parties also directed the District Court to other matters that
require the District Court's attention.  The parties remind the
District Court that AWI and a group of AWI's insurers, including
Century Indemnity Company, executed a settlement agreement and
order, dated November 11, 2003, with Century Indemnity Co.,
Central National Insurance Company of Omaha, International
Insurance Company, and JPMorgan Chase Bank.  The Century
Settlement resolves:

   -- an adversary proceeding Century commenced against AWI and
      the Center for Claims Resolution and Chase Bank of Texas,
      N.A., as trustee; and

   -- the ACE USA Insurers' objections to confirmation of the
      Plan.

On November 17, 2003, the Century Settlement was approved by the
Bankruptcy Court.

At this point, the proceeding is before the District Court solely
to obtain District Court approval of the Century Settlement.  For
all other purposes, the action remains pending in the Bankruptcy
Court.

      District Court Wants Update on Unresolved Matters

After an in-person status and scheduling conference on April 25,
2005, Judge Robreno directs the counsel for the Debtors to submit
to the District Court a written status report on all outstanding
matters not later than May 23, 2005.  Copies of the Status Report
should also be provided to all the appointed committees.

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


ASTRIS ENERGI: Posts CDN$3,462,257 Net Loss for 2004
----------------------------------------------------
Astris Energi Inc. (OTC BB:ASRNF) reported its audited financial
results for the twelve months ended December 31, 2004.

                   12-Month Financial Review

Revenue for the year ended December 31, 2004, was CDN$88,798,
compared with CDN$67,870 for the previous year.  The main source
of revenue in 2004 was from the sale of fuel cells and an E8
Portable AFC Generator.  The E8 was sold to Alternate Energy
Corporation under a value added reseller agreement signed in May
2004.

Expenses for the 2004 fiscal year totalled CDN$3,551,055 compared
with CDN$2,274,839 for the same period in 2003.  The main expense
increases were in General and Administrative expenses, reflecting
stock option expensing, additions to management, higher consulting
expenses for additional fund raising, and the hiring of new
technical and administrative staff to support the fast growth of
the company.  In addition, there was an increase in Research and
Development expenses from CDNSN$1,229,184 in 2003 to CDN$1,343,695
in 2004 due to an increase in research and development work on the
company's POWERSTACK(TM) MC250 power module, the second-generation
Model E7-powered Freedom II Golf Car, the 2.4kW Model E8 Portable
Power Generator, and equipment purchase and assembly of Astris'
pilot production line.

Astris reported a net loss for the year ended December 31, 2004,
of CDN$3,462,257 compared with a loss of CDN$2,206,969 in 2003.
On a per share basis, the loss was $0.16 (basic and diluted)
compared with a loss of $0.12 (basic and diluted) in 2003.

During the year ended December 31, 2004, Astris raised
CDN$2,076,041 through the private placements of shares and
warrants compared with CDN$1,193,165 in 2003.

               Recent Operational Highlights

Phase I of the pilot production line was completed at Astris s.r.o
in the Czech Republic.  The semi-automatic line provides a ten-
fold increase in production capacity for the manufacture of anodes
and cathodes for the POWERSTACK(TM) MC250 fuel cell module.  As a
result, Astris s.r.o. is on target to ramp up to 200kW worth of
capacity using one shift.

Astris signed a Cooperation Agreement with Italy's Electronic
machining s.r.l. (El.Ma.) under which Astris will license its AFC
technology and market its products and consulting services to
El.Ma.  In turn El.Ma. will apply its research and manufacturing
expertise to the further commercialization and production
development of Astris' AFC technology.  Together Astris and El.Ma.
will develop a sales and marketing plan aimed at the Italian
market with El.Ma. also serving as a key representative for Astris
in Europe.

Freedom II, Astris' second-generation Golf Car was completed.  It
is powered by the new 1.8kW, Model E7 AFC Generator, giving it
double the power and double the acceleration of the original model
which was the world's first AFC-powered golf car using hydrogen
fuel.

Astris sold its first Model E8 generator to Alternate Energy
Corporation (OTCBB:ARGY).  The purchase order for the sale also
included five additional E8s to be delivered in stages later in
2005, subject to certain performance conditions being met.

Astris Energi Inc. acquired the remaining 70% of the outstanding
shares of its affiliate Astris s.r.o.  The total cost of
$2,209,000 was paid through the issuance of common shares and
warrants.

Astris signed a Teaming Agreement with Plasma Environmental
Technologies Inc. (TSXV: PE) of Burlington, Ontario for the
development of a real-world installation utilizing PET's hydrogen-
producing waste processing system and Astris' AFC technology.

Astris hired the Toronto investment firm Fraser Mackenzie Limited
as its exclusive investment banker.  To date, Fraser Mackenzie has
arranged a bridge financing of $420,000 (net proceeds of $378,000)
through a 6% convertible debenture due December 10, 2005. A second
financing, through the sale of corporate securities, will be
sought.  The goal of the proposed financing is to raise between
$2,500,000 and $3,500,000 for operational expenses, marketing and
the initiation of Phase II of Astris' pilot production line.

"Astris has had a very successful year," said Jiri Nor, Astris'
President and CEO.  "The completion of the pilot production line,
our first E8 sale, the launch of the new Freedom II Golf Car, and
the various agreements with Alternate Energy, El.Ma., and Plasma
Environmental Technologies are all indicators of the progress we
are making towards the commercialization of our product line.
Astris looks forward to an exciting year focused on the business
development of our world leading alkaline fuel cell technology."

Astris Energi, Inc. -- http://www.astris.ca/-- is a late-stage
development company committed to becoming the leading provider of
affordable fuel cells and fuel cell generators internationally.
Over the past 21 years, more than $17 million has been spent to
develop Astris' alkaline fuel cell for commercial applications.
Astris is commencing pilot production of its POWERSTACK(TM) MC250
technology in 2005.  Astris is the only publicly traded company in
North America focused exclusively on the alkaline fuel cell.

                      Going Concern Doubt

Astris Energi has reported losses for several years.  At
Sept. 30, 2004, the Company reported a deficit of $7,816,381 and
continues to expend cash amounts that significantly exceed
revenues.  These conditions cast significant doubt on the
Company's ability to continue in business and meet its obligations
as they come due.  Management says it's considering various
alternatives, including possible private placement transactions to
raise capital in fiscal 2004.

Astris reported a CDN$3,462,257 net loss for the year ended
December 31, 2004.


BIOPHAGE PHARMA: Reports First Quarter Financial Results
--------------------------------------------------------
Biophage Pharma Inc. (TSX: BUG.V) disclosed its financial results
and review of operating highlights for the first fiscal quarter
ended February 28, 2005.

"Considering market conditions, Biophage focused its efforts
towards increasing its revenues and controlling its burn rate,"
commented Dr. Mandeville, President and CEO of Biophage.  "Our
efforts were highly successful as we received a significantly
increased order from current client for Beryllium hypersensitivity
testing and increased demand for Immunotoxicity testing.  We also
continued intensified our business development activities
targeting strategic alliances that will bring added value for our
shareholders," added Dr. Mandeville.

During the quarter, the Corporation increased its revenues to
$238,001 as compared to $208,939 for the same period in 2004.  The
increase was largely due to a 15% improvement in the CRO contracts
at the beginning of the year.  The Corporation also reduced its
net loss to $232,529 from a net loss of $273,153 for the same
quarter in 2004.

Research and development costs, before tax credits for the first
quarter of 2005, amounted to $184,408, compared to $138,764 for
2004, an increase of 33% related to a more normal level of
research investment.  The research and development tax credits
were $35,000 in the first quarter of 2005 as compared to $30,000
in 2004.

Costs of contracts were $95,850 for the first quarter of 2005 as
compared to $167,843 for the same period last year, representing
40% and 81% of the contract revenues, respectively.  The decrease
in percentage for 2005 was related to a higher margin contracts
associated with the CRO.  General and administrative expenses
totaled $208,062 as compared to $185,238 for the same quarter in
2004, resulting from higher payroll expense.

As at February 28, 2005, Biophage had cash, and cash equivalents
and temporary investments of $581,122, compared with $649,411 as
at November 30, 2004.  During the first three months ended
February 28, 2005, cash flows used in operating activities
averaged $57,671 per month, as compared to $81,613 in the same
quarter of 2004.  The decrease was mainly due to the management
decision to rationalize the rate of spending on priority programs.
The Corporation continues to reduce its burn rate while still
maintaining research and development momentum.  The interim
financial statements include a going concern assumption note.

Biophage Pharma, Inc. -- http://www.biophage.com/-- is a Canadian
biopharmaceutical company developing new therapeutic and
diagnostic products using phage-based technology.  Founded in
1995, Biophage is located at the Biotechnology Research Institute
in Montreal and employs 15 people, including a team of 13
researchers.  Through an active research and development program,
as well as in-licensing and collaboration agreements, Biophage is
building a portfolio of promising new therapeutics collaboration
agreements, Biophage is building a portfolio of promising new
therapeutics.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2004, the
2004 third quarter interim financial statements of Biophage Pharma
include a note questioning the company's ability to continue as a
going concern.

The Company incurred a CDN$206,154 net loss for the fourth
quarter, widening the accumulated deficit to CDN$6,857,545 at the
end of the fourth quarter compared to a CDN$6,651,391 accumulated
deficit at the beginning of the period.

Biophage reported an $815,492 net loss for the year ended
November 30, 2004, and a net loss of $1,152,992 for the year ended
November 30, 2003.

Biophage reported a $232,529 net loss for the quarter ended
February 28, 2005.


BOMBARDIER INC: Selling Commercial Service Assets to Viking Air
---------------------------------------------------------------
Viking Air Limited acquired certain assets of the Commercial
Service Centre division of Bombardier Inc. (TSX: BBD).  A total of
3,542 of these aircraft have been produced since 1947,
representing a significant part of Canada's aviation history. The
terms of the transaction have not been disclosed.

Specifically, the acquisition will involve the orderly transfer of
product support responsibilities for the following heritage
aircraft:

    -   DHC-1 Chipmunk           -   DHC-5 Buffalo
    -   DHC-2 Beaver             -   DHC-6 Twin Otter
    -   DHC-3 Otter              -   DHC-7 Dash 7
    -   DHC-4 Caribou

This transaction will expand upon Viking's 20-year plus record as
the exclusive spare parts manufacturer and distributor for the
venerable DHC-2 Beaver and the DHC-3 Single Otter and as a major
supplier to Bombardier for the DHC-6 and DASH 7 product lines.

As part of this transaction, Bombardier agreed to provide various
transitional and engineering support services to Viking.  Viking
is working closely with Transport Canada in preparation for the
assumption of Bombardier's type certificate responsibilities in
over the next few months.

"This acquisition dramatically enhances our ability to provide
existing and new Viking customers with the highest level of
service across all the de Havilland heritage product lines," says
Viking President and Chief Executive Officer David Curtis.
"Viking has been proudly supporting Bombardier and the de
Havilland brand for over 20 years.  Now, we can provide a one stop
shop for de Havilland heritage operators and maintainers
worldwide.  We are focused on providing our customers with the de
Havilland experience they have come to trust."

"Our plan involves a seamless transition of the Bombardier CSC
responsibilities to Viking," adds Mr. Curtis.  "Existing CSC
customers should expect a true continuity of service and
expertise.  This transaction builds on the solid foundation that
Viking has worked hard to establish over the last quarter
century."

Michel Bourgeois, President, Bombardier Amphibious Aircraft
stated, "Bombardier is pleased to have reached an agreement with
Viking for the purchase of Bombardier's out-of-production de
Havilland aircraft customer support centre business.  Viking, a
well established Western Canadian company with which Bombardier
has had a long and successful relationship, is dedicated to the
support of these aircraft.  We are confident that, through Viking,
our valued customers of these heritage aircraft will benefit from
service excellence by Viking, just as they have come to expect
from Bombardier.  Bombardier looks forward to working with Viking
over the next few months to ensure a seamless transition."

                         About Viking

Incorporated in 1970, Viking Air Limited --
http://www.vikingair.com/-- has established itself in the
aviation community as a high quality Aerospace manufacturer and an
Aircraft modification, sales, leasing and repair facility.
Current customers include Bombardier Aerospace, Bell Helicopter
Textron, Middle River Aircraft Systems and numerous de Havilland
heritage aircraft operators worldwide.  Since 1983, Viking has
held the exclusive rights to spare parts manufacturing and
distribution for the venerable DHC-2 Beaver and the DHC-3 Single
Otter aircraft and has been a major supplier to Bombardier on the
DHC-6 Twin Otter and DASH Series product lines.

Viking is part of Westerkirk Capital, Inc., a Canadian private
investment firm with substantial holdings in the education,
hospitality, aviation and real estate sectors.

                      About Bombardier Inc.

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

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

                         *     *     *

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


BORDEN CHEMICAL: Expects to Report Net Loss in First Quarter
------------------------------------------------------------
Borden Chemical reported that it expects revenues, operating
income and Adjusted EBITDA for the three-month period ending
March 31, 2005 to exceed those reported in the first quarter of
2004.

The company expects sales for the quarter to increase 26 percent
to $485 million versus $385 million for the same period last year,
reflecting higher average selling prices and volume improvement.
Sales volumes increased 5 percent for the period, reflecting
continued strength in domestic and international wood and
industrial markets.

Borden Chemical's operating income for the quarter is expected to
be between $33 and $34 million versus operating income of
$21 million in the previous year period, with the increase driven
largely by increased volumes, higher average selling prices and
lower business realignment expenses.

The company expects to report a net loss for the quarter of
between $4 and $6 million compared with net income of $5 million
for the first quarter 2004.  The decrease is due primarily to
higher interest expense and a mark to market adjustment of
$10 million on a foreign currency hedge contract associated with
the Bakelite AG acquisition, which more than offsets the improved
operating results.

Earnings before interest, taxes, depreciation and amortization
adjusted to exclude unusual and certain permitted items for the
quarter are expected to be between $44 and $45 million versus $39
million for the first quarter 2004.  Adjusted EBITDA is used to
determine compliance with certain covenants contained in the
indenture governing the company's Notes and its Amended and
Restated Credit Facility.

The company's debt, net of cash and equivalents, is expected to
remain unchanged from the $845 million reported at December 31,
2004.

"Our positive first quarter operating results continue to build on
the results we generated in 2004," said Craig O. Morrison,
president and chief executive officer.  "We are pleased with the
continued performance of our company in spite of increased raw
material costs, as we continue to drive volume growth, pricing and
productivity initiatives across our businesses."

Borden Chemical completed the acquisition of Bakelite AG from its
parent company, Rutgers AG on April 29, 2005.  Accordingly, the
operating results of Bakelite AG are not included in the
consolidated operating results of Borden Chemical for the three-
month period ending March 31, 2005.

                        About the Company

Based in Columbus, Ohio, Borden Chemical, Inc. --
http://www.bordenchem.com/--- is a global source for industrial
resins and adhesives, formaldehyde, UV light-curable coatings and
adhesives, and other specialty products serving a broad range of
markets including the forest products, construction, oilfield,
composites, electronics, automotive and foundry industries.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 28, 2005,
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and other ratings for Borden Chemical Inc. on
CreditWatch with negative implications, citing the company's:

    (1) announcement of a sizable merger,
    (2) a large dividend payment, and
    (3) a proposed IPO.

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

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


BOWATER INC: Earns $900,000 of Net Income in First Quarter
----------------------------------------------------------
Bowater Incorporated (NYSE: BOW) reported a $0.9 million net
income, on sales of $837.0 million for the first quarter of 2005.
These results compare with a net loss of $32.5 million, on sales
of $745.3 million in the first quarter of 2004.  Before
special items, the net loss for the first quarter of 2005 was
$12.6 million, or $0.22 per diluted share, compared with the 2004
first quarter net loss before special items of $31.5 million.
First quarter 2005 special items, net of tax, consisted of a
$7.2 million gain related to asset sales and a $6.3 million gain
resulting from foreign currency changes.

"Pricing for Bowater's major paper grades continues to improve,"
said Arnold M. Nemirow, Chairman, President and Chief Executive
Officer.  "I expect this trend to support better financial results
throughout the year."

Bowater's average transaction price for newsprint rose $7 per
metric ton in the first quarter compared to the fourth quarter of
2004.  During the quarter, the Company's average operating costs
increased by $11 per metric ton primarily due to higher energy
costs.  In the first quarter, Bowater curtailed approximately
40,000 metric tons of newsprint production for maintenance and
market related reasons.  Inventories increased 17,000 metric tons
primarily to serve export customers.

Bowater's average transaction price for coated and specialty
papers increased $15 per short ton compared to the fourth quarter
of 2004, while the company's average operating cost increased
$4 per short ton.  Compared to the first quarter of 2004, coated
and specialty shipments increased 10%.  The company announced a
$60 per short ton price increase for its coated papers in March
and other price increases for most of its specialty papers in
April.

Bowater's average transaction price for market pulp increased
$35 per metric ton compared to the fourth quarter of 2004.  The
company incurred approximately 10,000 metric tons of downtime due
to maintenance outages.

Average operating costs decreased $19 per metric ton compared to
the fourth quarter due to lower repair costs.

The company's average transaction price for lumber increased $32
per thousand board feet and shipments decreased 2% compared to the
fourth quarter of 2004.  During the quarter, the company paid
countervailing and antidumping duties of approximately $7 million.

Bowater Incorporated, headquartered in Greenville, South Carolina,
is a leading producer of newsprint and coated mechanical papers.
In addition, the company makes uncoated mechanical papers,
bleached kraft pulp and lumber products.  The company has 12 pulp
and paper mills in the United States, Canada and South Korea and
12 North American sawmills that produce softwood lumber.  Bowater
also operates two facilities that convert a mechanical base sheet
to coated products.  Bowater's operations are supported by
approximately 1.4 million acres of timberlands owned or leased in
the United States and Canada and 30 million acres of timber
cutting rights in Canada.  Bowater is one of the world's largest
consumers of recycled newspapers and magazines.  Bowater common
stock is listed on the New York Stock Exchange, the Pacific
Exchange and the London Stock Exchange.  A special class of stock
exchangeable into Bowater common stock is listed on the Toronto
Stock Exchange (TSX: BWX).

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 22, 2005,
Moody's Investors Service affirmed Bowater Incorporated's senior
implied, senior unsecured and issuer ratings at Ba3, and
concurrently, also affirmed the speculative grade liquidity rating
as SGL-2 (indicating good liquidity).  Moody's says the outlook
remains negative.

Ratings affirmed:

   -- Bowater Incorporated

      * Outlook: negative
      * Senior Implied: Ba3
      * Senior Unsecured: Ba3
      * Industrial and PC revenue bonds: Ba3
      * Issuer: Ba3
      * Speculative Grade Liquidity Rating: SGL-2

   -- Bowater Canada Finance Corp.

      * Outlook: negative
      * Senior unsecured guaranteed notes: Ba3

As reported in the Troubled Company Reporter on Mar. 30, 2005,
Fitch has rated Bowater's senior unsecured bonds and bank debt
'BB-'.  Fitch says the Rating Outlook is Stable.  Nearly
$2.5 billion of debt is subject to the rating.

As reported in the Troubled Company Reporter on May 14, 2004,
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating to newsprint producer Bowater Inc.'s $435 million senior
unsecured revolving credit facility due 2007.  All other ratings
were affirmed at 'BB'.  S&P says the outlook is stable.


CALL-NET ENTERPRISES: Buying Bell Canada Assets for $12.6 Million
-----------------------------------------------------------------
Call-Net Enterprises Inc. entered into an agreement with Bell
Canada to purchase certain local and inter-exchange carrier
network assets in New Brunswick and Nova Scotia and to purchase an
option on certain other CLEC (competitive local exchange carrier)
network assets in Eastern Canada.  The transaction is part of
Call-Net's acquisition of the 360networks Corporation (360/GT)
customer base in Eastern Canada from Bell Canada, announced in
November of 2004.

The agreement contemplates that Call-Net will purchase virtually
all of the former Group Telecom's network assets in New Brunswick
and Nova Scotia including long-haul (inter-city) and access
(intra-city) fibre, together with switching and network equipment
from Bell Canada.  Call-Net will take ownership of these assets at
closing, which is expected to occur in the third quarter of 2005.
The purchase price for these assets will total $12.6 million and
will be paid at closing.  At that time, Call-Net's agreement with
Bell Canada to provide services and maintain the network in these
provinces will be amended to reflect the change in ownership.

In addition, at closing, Call-Net will acquire from Bell Canada an
option to purchase over 90 per cent of the remaining CLEC network
of former Group Telecom in the provinces of Ontario, Quebec, and
Newfoundland and Labrador.  The maximum purchase price of these
assets totals $22.4 million.  Call-Net has paid Bell Canada
$1.7 million on account of the option fee.  The option grants
Call-Net the exclusive right to take ownership of these assets by
paying the balance of up to $20.7 million on the exercise of the
option, currently expected to be at the end of 2006.

"When today's transaction is completed, Call-Net will become the
largest CLEC in Eastern Canada with an additional 225,000
kilometres of fibre network, nine co-locations and direct access
to over 1,000 office buildings," said Bill Linton, president and
chief executive officer, Call-Net.  "This provides us with the
opportunity to accelerate revenue growth in business services and
reduce the carrier costs for both our business services and
consumer services groups.  With their high bandwidth access
capabilities and network reach in Eastern Canada, these assets
will compliment our existing network and add to our portfolio of
services."

At closing, as part of this agreement Call-Net and Bell Canada
will extend their transitional services agreements a further 12 to
18 months beyond December 31, 2006, in order to minimize
disruption during the migration of the former Group Telecom
network assets to Call-Net.  Call-Net and Bell Canada also expect
to enter into agreements, at closing, giving each other certain
access to each other's network during the transition and migration
phase.

The completion of the transaction is subject to:

   (1) the negotiation, execution and delivery of definitive
       agreements setting forth the terms of the transaction;

   (2) the completion of all required regulatory filings;

   (3) all necessary consents, approvals and advance rulings;

   (4) the satisfactory completion of Call-Net's due diligence;
       and

   (5) if required, the approval of the transaction and the
       definitive agreements by the board of directors of each of
       Call-Net and Bell Canada.

Call-Net Enterprises Inc., (TSX: FON, FON.NV.B) primarily through
its wholly owned subsidiary Sprint Canada, Inc., is a leading
Canadian integrated communications solutions provider of home
phone, wireless, long distance and IP services to households, and
local, long distance, toll free, enhanced voice, data and IP
services to businesses across Canada.  Call-Net, headquartered in
Toronto, owns and operates an extensive national fibre network,
has over 151 co-locations in five major urban areas including 33
municipalities and maintains network facilities in the United
States and the United Kingdom.  For more information, visit
http://www.callnet.ca/and http://www.sprint.ca/

                         *     *     *


As reported in the Troubled Company Reporter on Apr. 25, 2005,
Moody's has upgraded Call-Net Enterprises Inc.'s Senior Implied
rating to B3 from Caa2, upgraded its Senior Secured rating to B3
from Caa3 and upgraded its Issuer rating to Caa1 from Ca.  Moody's
says the outlook is stable.

Debt affected by this action:

   * 10.625% Senior Secured Notes, (upgraded to B3 from Caa3)
     US$223 million

As reported in the Troubled Company Reporter on Dec. 3, 2004,
Standard & Poor's Ratings Services lowered its ratings on Call-Net
Enterprises, Inc., to 'B-' from 'B' on continued pricing pressures
in long distance and expectations for increased competition in
residential local services beginning in 2005.  At the same time,
Standard & Poor's lowered the ratings on Call-Net's 10.625% notes
due Dec. 2008; US$223.1 million remains outstanding under the
notes.  S&P says the outlook remains negative.


CATHOLIC CHURCH: Spokane Parishes Push for Just Claim Resolution
----------------------------------------------------------------
Expressing mutual concern that just resolution of sexual abuse
claims will be delayed unnecessarily by litigation over
preliminary issues relating to the pending Chapter 11 bankruptcy
proceedings, the Diocese of Spokane's attorneys met March 29,
2005, with attorney colleagues representing the Association of
Parishes.  Representatives of the executive committee of the
Association joined Bishop Skylstad and key diocesan administrators
for the meeting.

The Association of Parishes was formed last October at the
initiative of pastors and parish administrators who identified the
need for legal representation to protect parish rights in light of
the then-anticipated Chapter 11 filing by the diocese in U.S.
Bankruptcy Court.

Bishop Skylstad filed for Chapter 11 Reorganization Dec. 6, 2004.

All 82 parishes in the Diocese are members of the Association of
Parishes.

The Association has hired its own counsel, whose expense is shared
by the parishes themselves on a pro-rated basis.  Because the
attorneys for the sexual abuse claimants are asking the Bankruptcy
Court to declare that parish buildings and other assets are
available to satisfy those claims, the Association has a
significant interest in the outcome of the Chapter 11 litigation
process.

As identified in the Dec. 6 filing for Chapter 11 Reorganization,
the goals of the Diocese are (1) just settlements for victims of
sexual abuse by priests and (2) the continuation of the mission of
the Church.

Attorneys for the diocese as well as those representing the
Association of Parishes recognized that legal fees for the diocese
and those for the two Creditors' Committees appointed by the U.S.
Bankruptcy Court are reaching amounts which themselves could
consume all diocesan liquid assets and endanger the fulfillment of
these goals.  According to U.S. bankruptcy law, these fees must be
paid by the diocese, even before creditors such as the sexual
abuse victims can be paid.

The concern of the bishop, diocesan administration and the
Association of Parishes is the result of observation and logic.
The assets of the Diocese of Spokane are very limited compared to
the assets of other dioceses in the United States, which have
managed to reach settlements with victims of sexual abuse.  Some
of those dioceses have paid tens of millions of dollars in
settlement over and above insurance proceeds -- far more than this
diocese could possibly afford, without compromising its mission to
serve the spiritual and charitable needs of all the people in the
diocese.  Ironically, every month that the bankruptcy litigation
continues, the compounding costs of legal fees eat away at the
very assets that would otherwise be available to resolve, once and
for all, the claims of all of the sexual abuse victims.

All participants in the March 29 meeting recognized that victims
of sexual abuse have been wronged and that their claims should be
settled.  The real challenge comes in determining the terms of the
"settlement package" that will fairly compensate those victims,
while preserving the ability of the diocese to minister to the
needs of all of its parishioners.

Although a settlement plan anticipates participation by several
insurance carriers, the shape of any plan is of special concern to
the diocese and the Association of Parishes because any realistic
plan ultimately will have to involve financial participation by
parishioners in order to obtain legal closure for the parishes as
well as the diocese.

The diocese and the individual parishes would have few, if any,
material assets without the many selfless contributions over the
years by the people in the pew.

Because the diocese has very little cash on hand with which to
fund a settlement with the victims of abuse, the reality is that
the only way in which a Chapter 11 Plan of Reorganization can be
fully and adequately funded so as to resolve the abuse claims and
also continue the ministry of the Church in Eastern Washington
will be through the voluntary contributions by members of the
diocese's 82 parishes over a period of several years.

For a variety of reasons -- including donor intent and principles
of Constitutional law, Federal law, Washington State law and Canon
Law -- the Association of Parishes asserts that the buildings and
other assets of the individual parishes cannot be used to satisfy
claims against the diocese.  The diocese agrees.

The attorneys for some of the sexual abuse claimants have taken
the position that virtually all of the property now owned by
parishes, schools, cemeteries, and charitable organizations within
the boundaries of the Diocese of Spokane are "fair game" for
liquidation by creditors.  The result is that, while attorneys for
the Association and the diocese believe that the Association will
eventually prevail in court, the litigation process will take many
months -- if not years -- to conclude.

Meanwhile, the uncertainty about the outcome will make it
difficult, if not impossible, to design a workable Plan of
Reorganization for the diocese.

More importantly, preservation of material assets should not be
the ultimate goal of the Church, or its members.  The ultimate
goals of the People of God -- the people in the pew -- are the
same as the goals announced by Bishop Skylstad: to give justice to
victims of sexual abuse, without compromising the ability of the
Church to serve the spiritual and charitable needs of all the
people in this diocese.

Participants in the March 29 meeting recognized that dissipation
of assets simply to pay bankruptcy litigation costs accomplishes
neither of those goals, and they acknowledge that this view is
shared by the people in the pew, who want an end to litigation, so
that a just resolution is reached for the victims of sexual abuse
and that the work of the Church can continue uninhibited.

Of course, the bishop, his advisors, and the Association of
Parishes also recognize that a prompt and just resolution of all
sexual abuse claims, including those that have not yet been filed,
cannot be accomplished without the active cooperation of the
claimants and their counsel.  To that end, attorneys for the
diocese and the Association of Parishes have pledged to renew
their efforts to minimize the dissipation of financial resources
on bankruptcy litigation and administration, and explore as soon
as possible with plaintiffs' counsel avenues for settlement that
will justly compensate the victims of past sexual abuse by
priests, without undermining the mission of the Church.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Litigants Want Exclusivity Terminated
--------------------------------------------------------------
As previously reported, Spokane asked the U.S. Bankruptcy Court
for the Eastern District of Washington to extend the period within
which it has the exclusive right to file a plan until January 6,
2006, and the exclusive right to solicit acceptance of the plan
until March 10, 2006.

                   Litigants Committee Objects

The Committee of Tort Litigants asks the U.S. Bankruptcy Court for
the Eastern District of Washington to deny extension of the
Exclusive Periods so that parties-in-interest in the Diocese of
Spokane's Chapter 11 case may negotiate on an even playing field
and may propose their own plan of reorganization.

James I. Stang, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub PC, in Los Angeles, California, explains that the
Diocese has not established "cause" for any extension of
exclusivity, much less a 10-month extension to January 2006.  The
reasons offered by the Diocese for the extension of the Exclusive
Periods are spurious and are little more than an invitation for
continued stagnation and delay in the bankruptcy process.

In its four months of exclusivity, the Diocese has failed to:

   (a) make any substantive postpetition proposal to settle the
       claims for which it accepts responsibility;

   (b) match any of the significant milestones achieved in the
       Archdiocese of Portland's and the Diocese of Tucson's
       bankruptcy cases;

   (c) demonstrate that it has reasonable prospects toward filing
       a viable plan of reorganization; and

   (d) demonstrate that it will not sink into administrative
       insolvency if given an extension of exclusivity.

Mr. Stang points out that the Diocese has wasted critical time
focusing on unimportant procedural aspects of the case when it
should have been negotiating towards a plan.

The Litigants Committee believes that 10 months of exclusivity
will only worsen the injuries already suffered by the sex abuse
survivors because the Diocese's track record in the case
demonstrates that it will not make substantive progress towards a
consensual reorganization.

However, if the Court extends the Exclusive Periods, Mr. Stang
asserts that it should be for a much shorter period of time and
should be conditioned on the Diocese meeting substantive
benchmarks including a deadline for filing a plan and disclosure
statement.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHECKMATE STAFFING: Exclusive Plan Filing Time Extended to July 8
-----------------------------------------------------------------
The Honorable John E. Ryan of the U.S. Bankruptcy Court for the
Central District of California, Santa Ana Division, extended the
time within which Checkmate Staffing, Inc., and its debtor-
affiliates' have the exclusive right to file a plan of
reorganization and disclosure statement until July 8, 2005.

New Staff, Inc., purchased substantially all of their assets in
June 2004 for $4,133,835.  New Staff made an initial $500,000, and
promised to pay the balance in four quarterly installments.

The Debtors tell Judge Ryan that New Staff paid one of the
quarterly installments, and then raised issues concerning the sale
and payment under the note and halted further payments.  New
Staff's refusal to pay is preventing the Debtors from proceeding
with its plan confirmation process.

Headquartered in Orange, California, Checkmate Staffing Inc., --
http://www.checkmatestaffing.com-- provided staffing services in
the U.S. and abroad to clients such as Home Depot and J.C. Penney.
The Company filed for chapter 11 protection on December 29, 2003,
(Bankr. C.D. Calif. Case No. 03-19318).  Marc J. Winthrop, Esq.,
at Winthrop Couchot represents the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, they listed $50 million in total assets and $100
million in total debts.


CNH GLOBAL: Reports $15 Million First Quarter Net Income
--------------------------------------------------------
CNH Global N.V. (NYSE: CNH) reported first quarter 2005 net income
of $15 million, compared to a first quarter 2004 net loss of
$9 million.  Results include restructuring charges, net of tax, of
$4 million in the first quarter of 2005, and $13 million in last
year's first quarter.

"In total, worldwide industry retail unit sales of agricultural
tractors and combines continued at last year's high levels in the
first quarter, while worldwide construction equipment industry
retail unit sales increased by over 6 percent compared with last
year," said Harold Boyanovsky, CNH president and chief executive
officer.  "In this strong industry environment, our net price
realization efforts successfully enabled us to offset significant
economic and materials cost increases in the quarter - increases
which were in excess of economic forecasts.  In addition, our
industrial efficiencies offset other cost increases.

"Meanwhile, CNH Capital delivered improved results in the
quarter," Boyanovsky added, "with another successful asset backed
securitization issue and lower credit losses.  We also were
pleased to reach a new six-year agreement with the United Auto
Workers at the end of the first quarter, which covers
approximately 650 employees.

"Working together, the efforts of our employees and our
independent dealers have combined to generate our fourth
consecutive quarterly profit.  Although we were not fully able to
take advantage of market opportunities, especially in North
America, we believe several industrial initiatives launched in the
first quarter will result in further profit improvements later in
the year.  In particular, we remain committed to recovering,
through pricing, any subsequent material or component costs
increases that might occur," he concluded.

Highlights from the quarter included:

    * In January, the company consolidated its European and Latin
      American construction equipment brands into two full-line
      brand families - Case and New Holland.  As part of our
      ongoing strategy to leverage our dual brand, dual
      distribution network structure, this ongoing consolidation
      provides the opportunity to better serve our customer base
      by providing greater selection of products in each dealer
      network, and strengthening our marketing, parts and service
      support to our dealers.  Costs in the quarter for this
      initiative were in line with our investment expectations.

    * Central to our ongoing product development strategy is a
      commitment that every new product we launch will be of
      higher quality and improved reliability than the product it
      replaces.  In keeping with that commitment, we delayed the
      launch of our new generation of skid steer loaders until
      later in the second quarter.

    * We reorganized our logistics operations in Europe to provide
      better service to our customers and anticipate ongoing cost
      savings of about 20% for the longer term, as a component of
      our profit improvement initiatives.

    * The slowdown in the agricultural sector in Latin America,
      and particularly for the Brazilian combine market, was
      greater than expected, depressing quarterly revenues and
      margins.  As the market leader for combines, the downturn
      had a disproportionate impact, with net sales of combines
      down 52%.  Combine production has been curtailed to reduce
      this impact, and we do not expect any recovery in this
      market in the short term.  Partially offsetting this decline
      in Latin America were substantially increased net sales of
      construction equipment, up 58% excluding currency variations
      compared with last year.

    * Components shortages -- mostly in tires and engines --
      continued to impact production of some product lines and
      consequently retail product availability.  The company is
      working hard to resolve these issues with current suppliers
      and develop new sources of supply through our global
      sourcing initiatives.

    * Our North American production of combine harvesters was down
      significantly this year, compared to the first quarter last
      year.  We closed our East Moline combine harvester assembly
      plant in the second half of 2004 and moved production to our
      Grand Island facility.  In anticipation of that event,
      production of combines at East Moline was unusually high in
      the first half of last year as we increased inventories.
      This enabled us to provide product to customers during the
      relocation of these assembly operations and the ramp-up of
      new production at the Grand Island plant.  This new
      production includes the launch of a new-generation combine
      model, which will be more productive and reliable than the
      model it replaces.  We believe combine harvester production
      at Grand Island will exceed last year's production levels in
      the second half of the year.

The company's estimates of industry retail unit sales of
agricultural tractors, combines and both heavy and light
construction equipment are provided at the end of the release.
Estimates are included, in some detail, for the first quarter 2005
actual results and, more generally, for the company's expectations
for the second quarter and full year 2005.

                        Equipment Operations
                  First Quarter Financial Results

Net sales of equipment, comprising the company's agricultural and
construction equipment businesses, were $2.8 billion for the first
quarter, compared to $2.7 billion for the same period in 2004.
Net of currency variations, net sales increased by 3% over the
prior year's first quarter.

Agricultural Equipment Net Sales

    -- Agricultural equipment net sales were $1.9 billion for the
       first quarter, essentially at the same level as the prior
       year, but down 2% excluding currency variations.

    -- Sales in Latin America declined by approximately 35%,
       excluding currency translation, following the sharp market
       contraction, in particular for combines.  Sales in Europe
       were flat.  Sales in Rest of World markets were up 17%, and
       up 2% in North America.

    -- Total retail unit sales of CNH's agricultural tractors and
       combines decreased by approximately 5% compared to the
       first quarter last year.  First quarter 2005 production of
       agricultural tractors and combines was approximately 45%
       higher than retail, following the company's normal seasonal
       pattern to increase company and dealer inventories in
       anticipation of the spring selling season.

Construction Equipment Net Sales

    -- Net sales of construction equipment were $892 million
       for the first quarter, an increase of 20%, compared to
       $744 million in the first quarter 2004, and up 17%
       excluding currency variations.

    -- All regions contributed to sales growth in the quarter,
       including North America which was up 21%; Europe, up 9%;
       and Latin America, up 58%, but on a smaller base.  (All
       calculations are exclusive of currency variations.)

    -- Total retail unit sales of CNH's major construction
       equipment products increased 4% compared to the first
       quarter last year.  Production was higher than retail by
       approximately 23%.

Gross Margin

Equipment Operations gross margin (net sales of equipment less
cost of goods sold) for agricultural and construction equipment
was $409 million in the first quarter of 2005, virtually the same
as the first quarter last year ($414 million).

Agricultural equipment gross margin declined compared to the prior
year's first quarter, held back primarily by lower volumes of
high-margin combines, as noted previously.

Construction equipment gross margin was higher than in the prior-
year first quarter, benefiting from volume improvements,
manufacturing efficiencies and increased pricing which were
partially offset by material cost and other economics increases
and currency variations, especially in North America.

Industrial Operating Margin

Equipment Operations industrial operating margin (defined
as net sales, less cost of goods sold, SG&A and R&D costs) was
$99 million in the first quarter of 2005, or 3.5% of net sales,
compared to $117 million or 4.4%, respectively, in the same period
of 2004.  The reduction was largely driven by an increase,
excluding currency variations, in SG&A and R&D strategic
investments to better support our dealers, improve product quality
and enhance our global sourcing initiatives.  Currency variations
related to the SG&A and R&D investments, as well as a slight
decline in gross margin, in dollars, accounted for the remainder
of the reduction.

Adjusted EBITDA

Adjusted EBITDA for Equipment Operations (defined as net income
excluding net interest expense, income tax provision, depreciation
and amortization and restructuring) was $130 million for the
quarter, or 4.6% of net sales, compared to $128 million in the
first quarter of 2004, or 4.8% of net sales.  Interest coverage
(defined as adjusted EBITDA divided by net interest expense) was
2.2 times for the first quarter 2005, compared to 2.0 times for
the prior year first quarter.

                      Financial Services
               First Quarter Financial Results

Financial Services operations reported net income of $49 million,
compared to $27 million for the first quarter last year.  In the
first quarter of 2005, Financial Services in the U.S. closed a
$1.4 billion retail asset backed securitization transaction and
recorded lower risk costs, as a result of the continuing
improvements in receivables portfolio quality.  In the first
quarter of 2004, Financial Services in the U.S. completed the
funding of an ABS transaction closed in the fourth quarter of
2003.

Net Debt and Operating Cash Flow

Equipment Operations net debt (defined as total debt less cash and
cash equivalents, deposits in Fiat affiliates cash management
pools and intersegment receivables) was $1.6 billion at
March 31, 2005, compared to $1.3 billion on December 31, 2004,
and $1.9 billion at March 31, 2004.  Net debt increased in the
quarter principally to fund the approximately $257 million cash
usage by operating activities.

The cash usage resulted from an increase in working capital
(defined as accounts and notes receivable, excluding inter-segment
notes receivable, plus inventories less accounts payable), net of
currency variations, of approximately $466 million in the quarter.
At incurred currency rates, working capital on March 31, 2005 was
$2.8 billion, compared to $3.1 billion on March 31, 2004.  This
increase in working capital compares to an increase of about
$125 million in the first quarter of 2004, net of currency
variations.

Financial Services net debt declined approximately $400 million to
$3.2 billion on March 31, 2005 from $3.6 billion on December 31,
2004.

                      CNH Outlook for 2005

CNH believes that for the full year 2005, the agricultural and
construction equipment markets will generally remain strong,
especially in North America for agricultural equipment and in all
major markets for construction equipment.  CNH's estimates of
major agricultural and construction equipment industry retail unit
sales, by major market area, are included in the supplemental
information provided at the end of the release.

CNH continues to expect that its net sales of equipment for the
full year 2005 will increase by about 5%.  Including additional
spending for R&D and dealer support, the company continues to
expect a year-over-year profit improvement of about 15%, excluding
restructuring costs, depending upon market conditions and
commodity cost evolution.  Net of tax, restructuring costs for the
full year are expected to be approximately $65 million.  Further,
the company expects to generate approximately $200 million of cash
flow during the year, after including its planned $90 million
contribution to its US defined benefit pension plans.  CNH expects
to use that cash to further reduce our Equipment Operations net
debt, when compared with year-end 2004 levels.

For the second quarter, the company expects its revenues from net
sales of equipment to increase by approximately 7% compared with
the second quarter of 2004, including currency, as well as the
impact of our April 2005 3-5% price increases.  Including the
effects of our increased spending for R&D and dealer support, we
expect that net income, excluding restructuring costs, will be
approximately the same as the second quarter last year.  Net of
tax, restructuring costs for the second quarter are expected to be
approximately $10 million.

CNH -- http://www.cnh.com/-- is the power behind leading
agricultural and construction equipment brands of the Case and New
Holland brand families. Supported by more than 12,000 dealers in
more than 160 countries, CNH brings together the knowledge and
heritage of its brands with the strength and resources of its
worldwide commercial, industrial, product support and finance
organizations.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2004,
Standard & Poor's Ratings Services revised its outlook on CNH
Global N.V, to negative from stable, following that same outlook
action taken by Standard & Poor's on parent company, Italy-based
Fiat SpA (BB-/Negative/B).   At the same time, Standard & Poor's
affirmed its 'BB-' corporate credit rating on CNH.


CONE MILLS: Exits Chapter 11 as Liquidation Plan Takes Effect
-------------------------------------------------------------
Cone Mills Corporation, CIPCO S.C., Inc., Cone Foreign Trading LLC
and Cornwallis Development Co.'s Second Amended Chapter 11 Plan of
Liquidation, has become effective, Michael R. D'Appolonia, Cone
Mills Corporation's Chief Restructuring Officer reports.

The Plan was filed on Aug. 20, 2004.  The U.S. Bankruptcy Court
for the District of Delaware confirmed the Plan on Apr. 14, 2005.

The Bankruptcy Court approved the sale of substantially all of the
Debtors' assets to direct or indirect subsidiaries of WLR Recovery
Fund II L.P. and WLR Cone Mills Acquisition LLC on Feb. 11, 2005.
Thereafter, WL Ross merged the assets acquired from the Debtors
with assets its affiliates acquired from Burlington Industries,
Inc., to form International Textile Group, Inc.

The Plan provides for the proceeds of the Sale, as well as
proceeds of the liquidation of all remaining assets of the
company, to be distributed to creditors in order of their relative
priority under the Bankruptcy Code.  Pursuant to the Plan, certain
holders of 8-1/8% debentures due March 15, 2005 issued by Cone
Mills who made the appropriate election on their Plan ballots will
receive ITG stock on account of their allowed claims.  The Plan
further provides for the cancellation of all equity interests in
the Debtors.

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


CREDIT SUISSE: Moody's Junks Class H & I Certificates
-----------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded the ratings of two classes and affirmed the ratings of
four classes of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series
1997-C2 as follows:

   * Class A-2, $55,908,461, Fixed, affirmed at Aaa
   * Class A-3, $523,315,000, Fixed, affirmed at Aaa
   * Class X, Notional, affirmed at Aaa
   * Class B, $95,289,000, Fixed, affirmed at Aaa
   * Class C, $80,630,000, Fixed, upgraded to Aaa from Aa3
   * Class D, $95,280,000, Fixed, upgraded to A2 from Baa2
   * Class E, $25,655,000, Fixed, upgraded to Baa1 from Baa3
   * Class H, $29,320,000, WAC, downgraded to Caa2 from Caa1
   * Class I, $14,660,000, WAC, downgraded to C from Ca

As of the April 18, 2005 distribution date, the transaction's
aggregate principal balance has decreased by approximately 31.0%
to $1.01 billion from $1.47 billion at closing.  The Certificates
are collateralized by 163 mortgage loans secured by commercial and
multifamily properties.  The loans range in size from less than
1.0% to 7.1% of the pool, with the top 10 loans representing 34.6%
of the pool.  The pool consists of a conduit and a credit tenant
lease component, representing 74.1% and 12.1% of the pool,
respectively.  Eighteen loans, representing 13.8% of the pool,
have defeased and have been replaced with U.S. Government
securities.  The largest defeased loan is the Beverly Connection
Loan ($59.3 million - 5.9%), which is the second largest loan in
the pool.  Ten loans have been liquidated from the pool resulting
in aggregate realized losses of approximately $37.4 million.

Seven loans, representing 3.8% of the pool are in special
servicing.  Moody's has estimated aggregate losses of
approximately $5.7 million for all of the specially serviced
loans.

Moody's was provided with partial and year-end 2004 operating
results for 84.1% of the performing loans in the pool, excluding
the defeased and CTL loans.  Moody's weighted average loan to
value ratio for the conduit component is 79.1%, compared to 82.1%
at Moody's last full review in April 2004 and compared to 84.6% at
securitization. The upgrade of Classes C, D and E is due to stable
overall pool performance, increased subordination levels and a
large percentage of defeased loans.  The downgrade of Classes H
and I is due to realized and anticipated losses from the specially
serviced loans and LTV dispersion.  Based on Moody's analysis,
13.8% of the conduit component has a LTV greater than 100.0%,
compared to 10.1% at last review and compared to 8.2% at
securitization.  Fifteen loans, representing 11.8% of the conduit
component, have a debt service coverage ratio of 0.9x or less
based on the borrowers' reported operating performance and the
actual loan constant.

The top three conduit loans represent 14.2% of the outstanding
pool balance.  The largest loan is the 135 East 57th Street Loan
($71.9 million - 7.1%), which is secured by a 420,000 square feet
Class A office building located in the Park/Lexington submarket of
New York City.  The property's occupancy has declined from 99.9%
at last review to 87.4% currently.  The decline in occupancy is
attributable to lease expirations of ING (88,875 square feet) and
the Boston Consulting Group (50,000 square feet), both of which
occurred in 2004.  Moody's LTV is 75.9%, compared to 81.8% at last
review.

The second largest loan is the Gift Center & Jewelry Mart Loan
($39.8 million - 3.9%), which is secured by two adjacent buildings
in downtown San Francisco, California.  The buildings contain
311,000 square feet of wholesale/retail showroom space. The
property is currently 90.0% occupied, the same as at last review.
Moody's LTV is 82.8%, compared to 83.3% at last review.

The third largest loan is the Embassy Suites Hotel Loan
($32.5 million - 3.2%), which is secured by a 318-room full
service hotel located in Washington, D.C.  The property's
performance has improved since securitization.  RevPAR for
calendar year 2004 is $147.30, compared to $124.50 for the
previous year.  Moody's LTV is 62.1%, compared to 79.9% at last
review.

The CTL component is secured by 44 properties leased to 10 tenants
under bondable triple net leases.  The largest exposures include:

   * CVS Corporation (Moody's senior unsecured rating - A3; 31.5%
     of the CTL component);

   * Kmart Corporation (unrated, 19.6%); and

   * Furr's Supermarkets, Inc. (unrated; 9.6%).

Three CTL loans ($18.9 million -- 15.4% of the CTL component) are
currently in special servicing.

The pool's collateral is a mix of:

         * office (23.5%),
         * retail (20.2%),
         * hotel (14.4%),
         * U.S. government securities (13.8%),
         * CTL (12.1%),
         * multifamily (9.6%),
         * industrial and self storage (4.7%), and
         * other (1.7%).

The collateral properties are located in 34 states and Washington,
D.C.  The highest state concentrations are:

         * California (12.3%),
         * New York (15.6%),
         * New Jersey (11.5%),
         * Washington, D.C. (4.7%), and
         * Georgia (3.8%).

All of the loans are fixed rate.


CREDIT SUISSE: Moody's Junks Class L & M Certificates
-----------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed the ratings of eight classes of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1999-C1:

   * Class A-1, $65,811,403, Fixed, affirmed at Aaa
   * Class A-2, $660,500,000, Fixed, affirmed at Aaa
   * Class A-X, Notional, affirmed at Aaa
   * Class B, $52,600,000, Fixed, affirmed at Aa2
   * Class C, $58,500,000, WAC, affirmed at A2
   * Class D, $14,700,000, WAC, affirmed at A3
   * Class E, $40,900,000, WAC, affirmed at Baa2
   * Class F, $20,500,000, WAC, affirmed at Baa3
   * Class L, $15,800,000, WAC, downgraded to Ca from B3
   * Class M, $9,300,000, WAC, downgraded to C from Caa2

As of the April 15, 2005 distribution date, the transaction's
aggregate principal balance has decreased by approximately 12.9%
to $1.02 billion from $1.17 billion at securitization.  The
Certificates are collateralized by 134 loans secured by commercial
and multifamily properties.  The pool consists of a conduit
component, a large loan component, and a credit tenant lease
component, representing 91.1%, 5.4% and 3.5% of the pool,
respectively.  The loans range in size from less than 1.0% to 5.4%
of the pool, with the top ten loans representing 36.6% of the
pool.  Nine loans have been liquidated from the pool, resulting in
realized losses of approximately $16.9 million.

Six loans, representing 6.5% of the pool, are in special
servicing.  The largest loan in special servicing is Blue Hills
Office Park ($31.7 million - 3.1%), a REO loan secured by a
274,000 square foot office park located in Canton, Massachusetts.
This property is under contract for sale for $23.0 million and is
expected to close prior to the May 2005 distribution date.
Moody's has estimated aggregate losses of approximately
$14.6 million for all of the specially serviced loans.  Twenty
loans, representing 13.5% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2003 operating results for
88.6% of the performing loans and partial and year-end 2004
operating results for 79.4% of the performing loans.  Moody's loan
to value ratio for the conduit component is 88.5% compared to
87.5% at Moody's last full review in September 2003 and compared
to 84.3% at securitization.  The downgrade of Classes M and N is
due to realized and estimated losses from the specially serviced
loans and LTV dispersion.  Based on Moody's analysis, 22.3% of the
conduit component has a LTV greater than 100.0%, compared to 9.0%
at last review and 2.2% at securitization.  Nineteen loans,
representing 12.4% of the pool, have a debt service coverage ratio
of 0.9x or less based on the borrowers' reported operating
performance and the actual loan constant.

The large loan component consists of the Exchange Apartments Loan
($54.6 million - 5.4%), which is secured by a 345-unit luxury
apartment building located in lower Manhattan.  Income has been
stable despite a decline in occupancy from 95.0% at last review to
87.0% currently.  Moody's current shadow rating for this loan is
Ba1, the same as at last review.

The top three conduit loan exposures represent 12.9% of the
outstanding pool balance.  The largest conduit exposure is the
Selig Portfolio Loan ($28.6 million - 4.8%), which consists of
three cross-collateralized and cross-defaulted loans, each secured
by an office building located in downtown Seattle, Washington.
The portfolio's overall occupancy has dropped to 81.9% from 100.0%
at last review.  The occupancy decline is attributable to the
lease expiration of a 129,500 square foot tenant that occupied
70.0% of one of the buildings.  Moody's LTV is 79.6%, essentially
the same as at last review.

The second largest conduit loan is the Tallahassee Mall Loan
($45.9 million - 4.5%), which is secured by a 965,000 square foot
mall located in Tallahassee, Florida.  The mall is anchored by
Dillard's, Goody's, and Parisian.  The property's net operating
income declined despite an increase in small shop occupancy from
85.8% at last review to 88.0% currently.  The loan is on the
master servicer's watchlist because of low debt service coverage.
Moody's LTV is 90.2%, compared to 88.8% at last review.

The third largest conduit loan is the Hato Rey Tower Loan
($37.0 million - 3.6%), which is secured by a 350,000 square foot
office building located in downtown San Juan, Puerto Rico.  The
property is 76.0% occupied, compared to 85.0% at last review.
Moody's LTV is 90.0%, compared to 87.9% at last review.

The CTL component consists of two cross-collateralized loans to a
single credit tenant, ACCOR, S.A.  The loans are secured by eleven
limited service hotels totaling 1,224 rooms operating under the
Motel 6 flag.  The properties are located in five states.

The pool's collateral is a mix of:

            * office (29.7%),
            * multifamily (19.8%),
            * retail (19.6%),
            * lodging (12.9%),
            * industrial and self storage (7.9%),
            * mixed use (6.6%), and
            * CTL (3.5%).

The collateral properties are located in 30 states plus Puerto
Rico and the District of Columbia.  The highest state
concentrations are:

            * New York (21.9%),
            * California (15.5%),
            * Florida (9.3%),
            * Washington (6.5%), and
            * Massachusetts (5.1%).

All of the loans are fixed rate.


DB COS: Sells Two Stores in Rhode Island & Connecticut for $1.1MM
-----------------------------------------------------------------
DB Companies, Inc., and its debtor-affiliates sought and obtained
the U.S. Bankruptcy for the District of Delaware's authority to
sell:

   -- Store #27 and related inventory located in 2360 Kingstown
      Road in Kingston, Rhode Island, free and clear of liens,
      claims, and encumbrances to Ozcan Eteman for $152,500, and

   -- Store #762 and related inventory located in Quinnipiac
      Avenue in North Haven, Connecticut, free and clear of liens,
      claims, and encumbrances to K Brothers, LLC for $946,100.

All secured parties with liens on the assets have either consented
to or have received notice and not objected to the sale of the
Assets free and clear of liens.

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


DIRECTV GROUP: Posts $41.4 Million Net Loss in First Quarter
------------------------------------------------------------
The DIRECTV Group, Inc. (NYSE:DTV) reported that first quarter
revenues increased 26% to $3.15 billion and operating profit
before depreciation and amortization grew 77% to $158 million
compared to last year's first quarter.  The DIRECTV Group reported
a first quarter 2005 operating loss of $54 million and net loss of
$41 million compared with an operating loss of $96 million and a
net loss of $639 million in the same period last year.  For the
three months ended March 31, 2005, the Company reported a
$41.4 million net loss, compared to a $638.8 million net loss for
the same period last year.

"The strong demand for DIRECTV U.S.' service throughout the
country continued in the first quarter leading to first quarter
records for both gross and net subscriber additions of 1.14
million and 505 thousand, respectively," said Chase Carey,
president and CEO of The DIRECTV Group, Inc.  "In addition,
DIRECTV U.S.' 35% revenue growth and 48% increase in operating
profit before depreciation and amortization demonstrate that we're
beginning to see the benefits from our improved operating
performance including efficiencies gained in the former NRTC
territories.  Although these results reflect steady progress in
key operating areas such as churn, upgrade and retention marketing
and subscriber acquisition costs, we still have much to accomplish
as we continue to drive profitable growth."

Mr. Carey concluded, "We are moving quickly to enhance our service
and in the coming months we will have launched three new
satellites that will greatly expand our capacity and enable us to
introduce an array of compelling new programming services,
including additional local channels in high-definition format.  We
will roll out our new interactive digital video recorder in the
summer, followed shortly thereafter by the launch of a suite of
enhanced new services for our exclusive NFL SUNDAY TICKET(TM)
package.  Additionally, around the end of the year we will
introduce the DIRECTV Home Media Center. We believe that the
enhancements we are making to our service, coupled with our
ongoing efforts to further improve DIRECTV's industry-leading
customer service, will bring us closer to our goal of making
DIRECTV the best television experience in the world."

                          First Quarter Review

Operational Review

In the first quarter of 2005, The DIRECTV Group's revenues of
$3.15 billion increased 26% compared to the first quarter of 2004
driven principally by strong DIRECTV U.S. subscriber growth, the
consolidation of the full economics of the former NRTC and Pegasus
subscribers (acquired in the third quarter of 2004), and strong
average monthly revenue per subscriber (ARPU) growth.  These
changes were partially offset by the absence of DIRECTV(R) set-top
receiver revenues at Hughes Network Systems (HNS) due to the sale
of the set-top box manufacturing operations in June 2004.

The improved operating profit before depreciation and amortization
of $158 million was primarily due to the increase in gross profit
generated from higher revenues at DIRECTV U.S. and a $33 million
higher pre-tax charge in the first quarter of 2004 for severance,
related pension costs and retention benefit expenses. These
changes were partially offset by increased subscriber acquisition
costs primarily related to the first quarter record gross
subscriber additions and higher upgrade and retention costs at
DIRECTV U.S. Also impacting the comparison was a larger loss at
HNS primarily related to charges associated with the sale of the
remaining HNS assets completed on April 22, 2005.

The smaller operating loss of $54 million was due to the higher
operating profit before depreciation and amortization discussed
above, the absence of depreciation at HNS due to its sale and
lower depreciation at DIRECTV Latin America principally reflecting
the effects of a fourth quarter 2004 write-down of assets in
Mexico.  These improvements were partially offset by higher
amortization expense at DIRECTV U.S. resulting from intangible
assets recorded as part of the NRTC and Pegasus transactions,
which were completed in the third quarter of 2004.

The net loss of $41 million in the first quarter of 2005 was
smaller primarily due to several non-cash after-tax charges
included in the 2004 results: $479 million related to the sale of
PanAmSat (reflected in "Loss from discontinued operations, net of
taxes"); $311 million resulting from a change in The DIRECTV
Group's method of accounting for subscriber acquisition, upgrade
and retention costs (reflected in "Cumulative effect of accounting
change, net of taxes"); and $63 million for the early retirement
of PanAmSat's PAS-6 backup satellite due to a failure in its power
system (also reflected in "Loss from discontinued operations, net
of taxes.") Also favorably impacting the comparison was an income
tax benefit resulting from the loss from continuing operations in
the first quarter of 2005, as well as from the smaller operating
loss discussed above. These changes were partially offset by a
first quarter 2004 pre-tax gain of $387 million related to the
sale of approximately 19 million shares of XM Satellite Radio as
well as a $45 million pre-tax gain that primarily resulted from
the restructuring of certain contracts in connection with the
February 2004 completion of DIRECTV Latin America, LLC bankruptcy
proceedings.

                    Segment Financial Review

DIRECTV U.S. Segment

Beginning in the fourth quarter of 2004, DIRECTV U.S. reports its
current and prior period subscribers and churn on a total platform
basis and no longer separately reports subscribers and churn for
the former NRTC and Pegasus territories. These changes resulted
from DIRECTV U.S.' purchase of 1.4 million Pegasus and NRTC member
subscribers and certain related assets in the third quarter of
2004.

                     First Quarter Review

DIRECTV U.S. gross subscriber additions increased by 20% to a
first quarter record of 1,137,000 due in part to improved local
and international programming, as well as improved distribution
mostly through the telephone company partnerships and in the
former NRTC territories. After accounting for average monthly
churn of 1.49% in the period, DIRECTV U.S. added 505,000 net
subscribers in the quarter, an increase of 21% over the same
period last year. As of March 31, 2005, the total number of
DIRECTV platform subscribers increased 14% to 14.45 million
compared to the 12.63 million platform subscribers as of March 31,
2004.

DIRECTV U.S. generated quarterly revenues of $2.80 billion, an
increase of 35% compared to last year's first quarter revenues.
The increase was primarily due to continued strong subscriber
growth, the consolidation of the full economics of the former NRTC
and Pegasus subscribers and higher ARPU. ARPU increased 3.5% to
$65.78 principally due to programming package price increases,
higher mirroring fees from an increase in the average number of
set-top receivers per customer and an increase in the percentage
of customers subscribing to local channels. These ARPU
improvements were partially offset by the impact from the
consolidation of the former NRTC and Pegasus subscribers,
primarily due to the lower ARPU received from these subscribers.
The consolidation of the former NRTC and Pegasus subscribers
negatively impacted ARPU by approximately $2.75. Excluding this
negative impact, ARPU would have increased by about 8%.

The first quarter 2005 increase in operating profit before
depreciation and amortization to $216 million and operating profit
to $38 million was primarily due to the increase in gross profit
generated from the higher revenues. This improvement was partially
offset by increased subscriber acquisition costs principally
related to the record first quarter gross subscriber additions.
Also impacting the quarter were higher upgrade and retention
expenses mostly due to an increase in the number of existing
customers taking Digital Video Recorders (DVRs), the mover's
program, as well as high-definition and local channel equipment
upgrades. In addition, operating profit was negatively impacted by
higher amortization expense resulting from intangible assets
recorded as part of the NRTC and Pegasus transactions.

                  DIRECTV Latin America Segment

On October 11, 2004, The DIRECTV Group announced a series of
transactions with News Corporation, Grupo Televisa, Globo and
Liberty Media that are designed to strengthen the operating and
financial performance of DIRECTV Latin America by combining the
two Direct-To-Home (DTH) platforms into a single platform in each
of the major territories served in the region. In aggregate, The
DIRECTV Group is paying approximately $580 million in cash for the
News Corporation and Liberty Media equity stakes in the Sky
platforms, of which approximately $398 million was paid in October
2004 with the remaining amount expected to be paid in 2006.

Specifically, in Brazil, DIRECTV Brasil and Sky Brasil have agreed
to merge, with DIRECTV Brasil customers migrating to the Sky
Brasil platform. The transactions in Brazil are subject to local
regulatory approval, which has not yet been granted. In Mexico,
DIRECTV Latin America's local affiliate is in the process of
closing its operations and migrating its subscribers to Sky
Mexico. Since the transactions were announced, 103,000 subscribers
have been migrated to Sky Mexico, including 68,000 in the first
quarter. DIRECTV Latin America's affiliate in Mexico had
approximately 97,000 subscribers remaining at the end of the first
quarter. In the rest of the region, The DIRECTV Group effectively
acquired Sky Multi-Country Partners' DTH satellite platforms in
Colombia and Chile, resulting in the addition of approximately
89,000 subscribers in 2004. DIRECTV Latin America intends to
migrate these subscribers to the DIRECTV Latin America platform in
2005. However, the transaction in Colombia is subject to local
regulatory approval.

                      First Quarter Review

In the first quarter of 2005, excluding Mexico, DIRECTV Latin
America added 29,000 net subscribers principally in Venezuela and
Argentina due to the recent introduction of more competitive
programming package offerings. The total number of DIRECTV
subscribers in Latin America as of March 31, 2005, including the
remaining subscribers in Mexico, was 1.57 million compared with
1.53 million as of March 31, 2004.

Revenues for DIRECTV Latin America increased 14% to $184 million
in the quarter primarily due to the larger subscriber base and the
consolidation of Sky Chile and Sky Colombia, partially offset by
lower revenues due to the ongoing shut-down of DIRECTV Latin
America's Mexico operations. The improvements in DIRECTV Latin
America's first quarter 2005 operating profit before depreciation
and amortization to $23 million and operating loss to $14 million
were primarily attributed to the gross profit generated from the
higher revenues discussed above. The smaller operating loss was
also due to the reduction of depreciation principally reflecting
the effect of a fourth quarter 2004 write-down of assets in
Mexico.

                     Network Systems Segment

In April 2005, The DIRECTV Group completed the previously
announced sale of substantially all of the remaining assets of HNS
to a new entity that is jointly owned by SkyTerra Communications,
Inc. and The DIRECTV Group. SkyTerra is an affiliate of Apollo
Management, L.P., a New York-based private equity firm. The
DIRECTV Group received $246 million in cash at the close of the
transaction and 300,000 shares of SkyTerra common stock, currently
valued at about $12 million.

In the second quarter of 2004, The DIRECTV Group entered into an
agreement with Thomson Inc. for a long-term supply and development
agreement which included the sale of HNS' set-top box
manufacturing operations to Thomson.

                     First Quarter Review

First quarter 2005 revenue declined to $166 million principally
due to the sale in 2004 of the HNS set-top box operations to
Thomson as discussed above. The operating loss before depreciation
and amortization and operating loss were mostly due to charges
associated with the sale of the remaining HNS assets and
reflecting the sale of the set-top box business. Due to the sale
of HNS, beginning in December 2004, depreciation is no longer
recorded at the Network Systems Segment. As a result, the $53
million operating loss before depreciation and amortization is
equivalent to the operating loss. The DIRECTV Group expects to
take additional pension and severance related charges of up to $30
million in the remainder of 2005 and may incur further charges for
post-closing adjustments that cannot be determined at this time.


In the first quarter of 2005, The DIRECTV Group had negative free
cash flow of $202 million mostly due to capital expenditures in
the quarter. To better conform to industry convention and improve
visibility on operating performance, beginning in the first
quarter of 2005, DIRECTV defines free cash flow as "Net Cash
Provided by (Used in) Operating Activities" less capital
expenditures which consists of "Expenditures for property" and
"Expenditures for satellites." The DIRECTV Group's consolidated
cash and short term investment balance decreased by $152 million
to $2.68 billion and total debt declined by $10 million to $2.42
billion compared to the December 31, 2004 balances due to the
negative free cash flow discussed above and $32 million used in
financing activities primarily for the repayment of debt and other
obligations, partially offset by $79 million of cash received from
the sale of an equity investment.

In April 2005, DIRECTV U.S. entered into a new senior secured
credit facility. The new facility consists of a $500 million
undrawn six-year revolving credit facility, a $500 million six-
year Term Loan A and a $1.5 billion eight-year Term Loan B, both
of which are fully funded. The interest rate on each of the term
loans is currently LIBOR plus 1.50% per annum. The proceeds of the
term loans were used to repay an existing $1.0 billion senior
secured loan and to pay related financing costs. The remaining
proceeds are available for working capital or other requirements.

                      Sr. Notes Redemption

In addition, DIRECTV U.S. intends to redeem $490 million, plus
interest and a redemption premium, of its senior notes on May 19,
2005.  As a result of these transactions, DIRECTV expects to
record a pre-tax charge of approximately $56 million in the second
quarter of 2005 related to the premium paid for the redemption of
the senior notes and the write-off of deferred debt issuance
costs.

The DIRECTV Group, Inc. formerly Hughes Electronics Corporation,
headquartered in El Segundo, California, is a world-leading
provider of multi-channel television entertainment, and broadband
satellite networks and services.  The DIRECTV Group, Inc. with
sales in 2004 of approximately $11.4 billion is 34% owned by Fox
Entertainment Group, Inc., which is owned by News Corporation.

                         *      *     *

As reported in the Troubled Company Reporter on Apr. 6, 2005,
Moody's Investors Service assigned a Ba1 rating to the new
$2.5 billion senior secured credit facilities for DIRECTV Holdings
LLC (DIRECTV), the 100% owned subsidiary of The DIRECTV Group,
Inc. (DTVG).  Moody's also affirmed all of DIRECTV's existing debt
ratings.

The DIRECTV debt ratings that are affected include:

Newly assigned ratings:

   * $2.0 billion of senior secured term loans at Ba1;

   * $500 million senior secured revolver (currently undrawn)
     at Ba1.

Affirmed ratings:

   * Senior implied rating at Ba2;
   * $1.40 billion senior unsecured notes at Ba2;
   * Issuer rating at Ba3.

Moody's said the outlook remains stable.


DRESDNER RCM: Fitch Puts B+ Rating on B-1 & B-2 Note Classes
------------------------------------------------------------
On the April 27, 2005 payment date, all classes of notes issued by
Dresdner RCM Caywood Scholl CBO I were redeemed.  These rating
actions by Fitch are effective immediately.

     -- Class A-1A notes changed to paid in full (PIF) from 'AAA';
     -- Class A-1B-1 notes changed to PIF from 'AAA';
     -- Class A-1B-2 notes changed to PIF from 'AAA';
     -- Class B-1 notes changed to PIF from 'B+';
     -- Class B-2 notes changed to PIF from 'B+'.

Additional deal information and historical data are available on
the Fitch Ratings web site at http://www.fitchratings.com/


EXIDE TECHNOLOGIES: Scott McCarty Steps Down as Director
--------------------------------------------------------
Exide Technologies (NASDAQ: XIDE) disclosed the resignation of
Scott McCarty as a member of the Company's Board of Directors.
Mr. McCarty was a member of the Board that was formed after Exide
Technologies emerged from Chapter 11 in 2004.

"I want to thank Scott for his service on Exide's Board --
particularly his contributions during the selection of our new
President and CEO Gordon Ulsh," said Chairman of the Board John P.
Reilly.

Headquartered in Princeton, New Jersey, Exide Technologies is the
worldwide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on Apr. 14, 2002
(Bankr. Del. Case No. 02-11125).  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  Exide's confirmed chapter 11 Plan
took effect on May 5, 2004.  On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2005,
Standard & Poor's Ratings Services assigned its 'B' rating to
Exide Technologies' $290 million senior secured notes due 2013 and
its 'B-' rating to the company's $60 million floating rate
convertible senior subordinated notes due 2013, both to be issued
under Rule 144A with registration rights.  At the same time the
'B+' corporate credit rating on the company was affirmed, and the
'B' rating on its proposed $350 million senior notes was
withdrawn.

Lawrenceville, N.J.-based Exide, a global manufacturer of
transportation and industrial batteries, has debt, including the
present value of operating leases, of about $750 million.  The
rating outlook is negative.

Exide replaced its proposed senior notes offering with the senior
secured notes and convertible notes.  Proceeds from the new debt
issues will be used to reduce bank debt and for general corporate
purposes.  Security for the senior secured notes is provided by a
junior lien on the assets that secured Exide's senior credit
facility, including the bulk of its domestic assets and 65% of
the stock of its foreign subsidiaries.

"We expect earnings and cash flow improvements, provided the costs
of lead remain fairly stable or decline and restructuring actions
are effective," said Standard & Poor's credit analyst Martin King,
"which should allow debt leverage to decline and cash flow
coverage to improve over the next few years.


EXCITE@HOME: Liquidating Trust Settles AT&T Lawsuit for $400 Mil.
-----------------------------------------------------------------
The Excite@Home Bondholders' Liquidating Trust entered into a
Settlement Agreement with AT&T to settle all claims arising out of
AT&T's former position as controlling shareholder of At Home
Corporation, dba Excite@Home.  The settlement, which is subject to
approval by the United States Bankruptcy Court in San Francisco,
will result in the Trust receiving $400 million.  The settlement
consists of a $340 million payment from AT&T and the release of
$60 million in reserves established for the benefit of AT&T in the
Excite@Home bankruptcy.

If approved by the Bankruptcy Court, the settlement will bring to
an end more than two years of hard fought litigation between the
Trust and AT&T.  Don Morgan, Senior Managing Director of MacKay
Shields LLC, commented: "[Yester]day's $400 million settlement
vindicates the decision we made to pursue litigation against
AT&T."

Neal P. Goldman, also of MacKay Shields and Co-Chair of the
Committee overseeing the Trust, commented: "Claims brought by the
Trust against Comcast Corporation and Cox Communications, Inc.,
have not been resolved as part of this settlement.  We will
continue to pursue the Trust's claims against Comcast and Cox."

Comcast Corporation will pay AT&T 50 percent of the settlement
amount under terms of agreements AT&T reached with Comcast when
Comcast purchased AT&T Broadband in 2002.

AT&T said the settlement agreement would not have a material
impact on its results of operations.

Richard A. Williamson, the Trustee, commented: "The $400 million
is an outstanding result for the Trust and its beneficiaries.  The
settlement is a testament to the superb work of the trial team at
Weil, Gotshal & Manges and to the steadfast resolution of the
Committee to see this case through."

The Trust was established in the Excite@Home Bankruptcy to assert
claims against the company's former controlling shareholders,
AT&T, Comcast and Cox.  The Trust was scheduled to begin a one to
two month long jury trial against AT&T on May 2, 2005, in Superior
Court, San Jose, California.  Among other claims, the lawsuit
alleged that AT&T breached fiduciary duties it owed to Excite@Home
and misappropriated Excite@Home's trade secrets in connection with
the building of an AT&T high speed network to replace
Excite@Home's network when Excite@Home filed for bankruptcy in
September 2001.

The members of the Committee overseeing the Excite@Home
Bondholders' Liquidating Trust are:

   -- Neal P. Goldman, MacKay Shields LLC, Co-Chair;
   -- John M. Malloy, Everest Capital Limited, Co-Chair;
   -- David Friezo, Lydian Overseas Partners Master Fund;
   -- Michael Diament, Q Investments; and
   -- Paul Giordano, Creedon, Keller and Partners.

Joseph S. Allerhand and Richard W. Slack of Weil, Gotshal & Manges
LLP served as lead litigation counsel for the Trust.

                         About AT&T

For more than 125 years, AT&T (NYSE:T) has been known for
unparalleled quality and reliability in communications.  Backed by
the research and development capabilities of AT&T Labs, the
company is a global leader in local, long distance, Internet and
transaction-based voice and data services.

Headquartered in Redwood City, California, At Home Corporation,
dba Excite@Home, provides broadband access services for millions
of consumers and businesses.  Excite@Home has interests in one
joint venture outside of North America delivering high-speed
Internet services and three joint ventures outside of North
America operating localized versions of the Excite portal.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Sept. 28, 2001 (Bankr. N.D. Calif. Case Nos. 01-32495 through
01-32525).  The Court confirmed the Debtors' Joint Plan of
Liquidation dated as of May 1, 2002, on Aug. 15, 2002.  The Plan
took effect on Sept. 30, 2002.

Under the Plan, all Senior Claims, including Allowed
Administrative, Priority, Priority Tax and Secured Claims, are
unimpaired and will be paid in full.  The Plan also provides
payment in full of a class of convenience claims consisting of
unsecured claims of $2,500 or less or those claims reduced to
$2,500 by their holders.  All other assets and property of the
Debtors, as well as all of the Debtors' rights of action against
third parties, are split under the Plan between the two primary
creditor constituencies in the cases, the holders of the Debtors'
subordinated bonds and the Debtors' general unsecured creditors.


F & W AUTO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: F & W Auto Sales, Inc.
        dba Fifth Wheel of Texas
        4000 North Medford Drive
        Lufkin, Texas 75901

Bankruptcy Case No.: 05-90296

Type of Business: The Debtor operates a truck stop.
                  F & W Auto Sales, Inc., also sells
                  trucks and truck equipment.

Chapter 11 Petition Date: April 25, 2005

Court: Eastern District of Texas (Lufkin)

Judge: Bill Parker

Debtor's Counsel: Jason R. Searcy, Esq.
                  Jason R. Searcy, P.C.
                  P.O. Box 3929
                  Longview, Texas 75606
                  Tel: (903) 757-3399

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service                                $173,434
Austin, TX 73301

Suncoast                      Lawsuit                   $154,533
P.O. Box 972321
Dallas, Texas 75397

Brenco Marketing Co.                                    $146,478
P.O. Box 3819
Bryan, Texas 77805-3819

Temple Oil Company                                      $138,906
9712 Street Vincent Avenue
Shreveport, LA 71106

Denny Oil Company                                       $100,031
P.O. Box 631626
Nacogdoches, Texas 75963

Polk Oil Company, Inc.                                   $65,000
P.O. Box 151720
Lufkin, Texas 75915

Spencer Distributing                                     $61,373
P.O. Box 1909
Palestine, Texas 75802

Brookshire Brothers                                      $58,155
1201 Ellen Trout Drive
Lufkin, Texas 75901

Texas Comptroller             Gasoline & dielsel         $18,710
111 East 17th Street          fuel taxes
Austin, Texas 78774

Trendar Merchant Service                                 $17,997
Comdata Corp
P.O. Box 3389
Brentwood, TN 37024

Three D Oil Co Inc.                                      $17,097
1915 North Highway 135
Kilgore, TX 75662

Angelina County Tax Assessor  Net unsecured value:       $15,561
c/o Bill Shanklin             $15,561
P.O. Box 1344
Lufkin, Texas 75902

Gann Service Co.                                         $12,503
Rt. 1 Box 100450
Kirbyville, Texas 75956

Professional Transportation                              $10,256
Three Maryland Farms
Suite 336
Brentwood, TN 37027

Lufkin Coca Cola Bottling                                 $7,607
P.O. Box 878
Lufkin, Texas 75901

Harlow Filter Supply                                      $7,487
4843 Almond
Dallas, Texas 75247

Cook Tire & Service Center                                $6,149
705 East Denman
Lufkin, Texas 75901

TXU Electric                                              $5,778
P.O. Box 660409
Dallas, Texas 75266

Penco Oil Co.                                             $5,563
P.O. Box 659
Tyler, Texas

Amsan Texas & Superior                                    $4,611
P.O. Box 848393
Dallas, Texas 75284


FALCON PRODUCTS: Consolidating & Streamlining Operations
--------------------------------------------------------
Falcon Products, Inc. (OTC: FCPR) outlined a company-wide,
comprehensive plan to further strengthen its market position by
consolidating operations and eliminating redundancies.  The plan
is designed to increase Falcon's responsiveness to customers, add
value through reduced costs and reliability and improve efficiency
and financial performance.  The plan also is intended to create
opportunities for many of the Company's constituencies.

"Falcon is committed to its position as the leading global
producer of commercial furniture.  This comprehensive action and
re-positioning of our business is expected to strengthen every
aspect of our company," said Franklin A. Jacobs, chairman of
Falcon Products.  "By streamlining Falcon's manufacturing,
administration and service operations, we expect to achieve global
standards of providing superior value and satisfaction for our
customers on a worldwide basis.  The plan we are undertaking is
designed to enable us to invest in market development, design and
other customer value enhancing activities.  Our goal is to
position Falcon for a successful future."

Mr. Jacobs said the initial phase of the Falcon plan will include
these actions:

   -- Consolidation and reduction of administrative overhead along
      with elimination of redundancies and inefficiencies
      throughout the entire company

   -- Alignment of the sales, marketing and customer service
      functions with the manufacturing and product development
      functions in order to improve responsiveness and quality

   -- Continued growth of Falcon's international design and
      sourcing capabilities

   -- Creation of a partnership network with high quality
      suppliers who provide superior value

   -- Improvement of customer service by exceeding expectations in
      product quality, design and delivery in order to deliver
      maximum value and satisfaction.

Falcon will maintain its global headquarters in St. Louis, which
will include corporate planning and strategy development.  The
consolidation will eliminate or significantly downsize several of
the Company's facilities in the United States and will include the
relocation of support services, accounting and customer service
functions to the Company's Morristown, Tennessee facility, where a
majority of Falcon products are manufactured and assembled.
Employees whose jobs are being transferred to Tennessee will be
offered positions at the Morristown facility.

"Our streamlining program is critical to Falcon's long-term
success as an effective global manufacturer and supplier, capable
of exceeding the value and service expectations of its
international customer base," said John S. Sumner, Jr., Falcon's
chief restructuring officer.  "By consolidating our operating
personnel in Morristown, we believe we can provide better, faster
service to our customers.  Likewise, we believe we will realize
the sizable benefits that come from the centralization of customer
centered functions such as price quoting, customer and field
service, purchasing and supply chain management, billing and
accounts payable.  These benefits will be economic in nature and
we expect them to provide measurable, enhanced customer
satisfaction which in turn should lead to increased market share."

Mr. Jacobs said a group of bondholders including Falcon's largest
bondholders, Oaktree Capital Management, LLC., and Whippoorwill
Associates, Inc., support Falcon's efforts to strengthen its
position globally by streamlining all functions and operations.

As previously announced, Oaktree Capital Management, LLC., and
Whippoorwill Associates, Inc., have agreed in principle to a
reorganization plan that will convert $100 million of Falcon's
Senior Subordinated Notes into common stock and to backstop a
$45 million rights offering to one or more creditor constituencies
to further reduce Falcon's debt.

Although the Company is hopeful that the financial restructuring
and the rights offering will be completed, there can be no
assurances that such restructuring and rights offering will be
completed on the terms outlined above or that any other
restructuring satisfactory to the Company will be completed.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc. --
http://www.falconproducts.com/-- designs, manufactures, and
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FEDDERS CORP: Names Peter Gasiewicz Senior Vice President
---------------------------------------------------------
Fedders Corporation (NYSE: FJC) appointed Peter Gasiewicz, Senior
Vice President for Fedders Corporation and President for Fedders
North America.

Mr. Gasiewicz will have direct responsibility for the company's
Commercial HVAC, Residential HVAC, and Indoor Air Quality
operating units and sales activities in North America and is
charged with more closely aligning these businesses and their
respective product lines to maximize growth and profitability.

Mr. Gasiewicz has extensive residential and commercial HVAC and
indoor air quality experience gained throughout his career in the
air treatment industry. He has held positions of increasing
responsibility with Melco, ZoneAire, American Air Filter and from
1987, with International Comfort Products/Carrier Corporation, a
division of United Technologies.  In 2003 he was appointed Vice
President and General Manager of ICP, with responsibility for the
company's substantial market share and revenue. Prior to 2003, he
held various positions including Vice President, Sales and
Marketing for ICP's global operations from 2000 to 2002, Vice
President, U.S. Sales from 1997 to 2000 and from 1996 to 1997,
Vice President of National Accounts and Company-Owned Branches.
Mr. Gasiewicz has a Bachelor's degree in Economics from Ramapo
College in New Jersey, various industry technical certifications
and is a Vietnam Era Veteran of the United States Marine Corps.

Commenting on the appointment of Mr. Gasiewicz, Fedders'
President, Michael Giordano said, "Pete is a proven HVAC industry
veteran who brings to Fedders a wealth of experience.  Fedders is
well-positioned, with a broad line of air treatment products,
including residential and commercial air conditioning and gas
heating products, and residential, commercial and industrial air
cleaning and humidification products to grow the business.  With
our extensive mass production facilities in Asia, a new state-of-
the-art research and development center in China, and flexible
manufacturing and design facilities in the US, we intend to
continue our significant expansion in the broader North American
HVAC market under Pete's leadership."

                       About Fedders Corp.

Fedders Corporation manufactures and markets worldwide air
treatment products, including air conditioners, air cleaners, gas
furnaces, dehumidifiers and humidifiers and thermal technology
products.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2005,
Standard & Poor's Ratings Services lowered its ratings on air
treatment products manufacturer Fedders Corp., and Fedders North
America, Inc., including its corporate credit ratings to 'CCC'
from 'CCC+' following the company's announcement that it will
delay filing its Form 10-K for the fiscal year ended Dec. 31,
2004.  The delay was necessary because Fedders was unable to
complete its financial statements, including preparing supporting
documentation and providing this information to its auditors.


FEDDERS CORP: Declares $0.03 Per Share Quarterly Cash Dividends
---------------------------------------------------------------
Fedders Corporation's (NYSE: FJC) Board of Directors declared
regular quarterly cash dividends of 3.0 cents on each share of
outstanding Common Stock and Class B Stock and 53.75 cents on each
share of outstanding Series A Cumulative Preferred Stock.  The
dividends will be payable on June 1, 2005, to stockholders of
record as of the close of business on May 13, 2005.

                       About Fedders Corp.

Fedders Corporation manufactures and markets worldwide air
treatment products, including air conditioners, air cleaners, gas
furnaces, dehumidifiers and humidifiers and thermal technology
products.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2005,
Standard & Poor's Ratings Services lowered its ratings on air
treatment products manufacturer Fedders Corp., and Fedders North
America, Inc., including its corporate credit ratings to 'CCC'
from 'CCC+' following the company's announcement that it will
delay filing its Form 10-K for the fiscal year ended Dec. 31,
2004.  The delay was necessary because Fedders was unable to
complete its financial statements, including preparing supporting
documentation and providing this information to its auditors.


FEDERAL-MOGUL: Names Marie Remboulis Corporate Communications VP
----------------------------------------------------------------
Federal-Mogul Corporation's (OTCBB:FDMLQ) President and Chief
Executive Officer Jose Maria Alapont disclosed the appointment of
Marie Remboulis as vice president, Corporate Communications, and a
member of the Strategy Board.

In this role, Ms. Remboulis assumes responsibility for the global
communications function for Federal-Mogul.

"Marie has brought global perspective and experience to the
Federal-Mogul communications department," Mr. Alapont said.  "Her
strong knowledge of the business and her dedication to Federal-
Mogul will fully support our company's global profitable growth
strategy."

Previously director of global communications, Ms. Remboulis has
more than 20 years of international experience in human resources,
change management and communications.  Since joining Federal-Mogul
in 2000, she has been director of human resources for the lighting
group and the global shared services program.

Prior to Federal-Mogul, Ms. Remboulis held positions of increasing
responsibility in human resources management with Danka Office
Imaging Canada, Inc., and several divisions of General Mills
Restaurant Canada, Inc.

Remboulis earned a graduate degree in business administration and
a bachelor's degree in political science, both from McGill
University in Montreal, Quebec.

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


FEDERAL-MOGUL: Names Jeff Kaminski SVP for Global Purchasing
------------------------------------------------------------
Federal-Mogul Corporation's (OTCBB:FDMLQ) President and Chief
Executive Officer Jose Maria Alapont disclosed the appointment of
Jeff Kaminski as senior vice president, Global Purchasing, and a
member of the Strategy Board.

"Jeff has been instrumental in managing the continuous improvement
of Federal-Mogul's mater ial procurement operations," Mr. Alapont
said.  "In this role, he will drive the future of our global
purchasing function toward world-class supplier quality
performance and increase Federal-Mogul's competitiveness in our
worldwide procurement."

Previously vice president, Global Supply Chain Management, for
Federal-Mogul Corporation, Mr. Kaminski was appointed to this role
in September 2003, and was responsible for the company's
purchasing, supplier quality and inventory management functions.

Mr. Kaminski joined the company in 1989 as corporate staff
controller.  From 2000 through 2003, he held the position of vice
president, finance - Global Powertrain Systems.  Prior to this, he
served in several finance and operations positions, including
finance director, Sealing Systems; general manager of the
company's aftermarket subsidiary based in Australia; and
international controller for the aftermarket based in Southfield,
Michigan.

Before coming to Federal-Mogul, Mr. Kaminski was the manager of
financial reporting at R.P. Scherer Corp.  He began his career in
public accounting at Deloitte and Touche.

Mr. Kaminski earned a master's degree in business administration
from Wayne State University and a bachelor's degree in business
administration from the University of Michigan.  He is also a
certified public accountant.

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.


FERRO CORP: Reporting Delays Prompt Moody's to Downgrade Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured ratings
of Ferro Corporation to Ba1 from Baa3 due to continuing delays in
the issuance of audited financial statements and continuing
weakness in financial performance.  Moody's also affirmed the
company's Not-Prime commercial paper rating and assigned a Ba1
senior implied rating.  The ratings outlook will remain negative
until Ferro issues audited financial statements.

Ratings downgraded:

   * $355 million senior unsecured notes and debentures due 2009-
     2028 -- Ba1 from Baa3

   * Universal shelf (senior unsecured - (P)Ba1 from (P)Baa3)

Rating assigned:

   * Senior implied rating at Ba1

The downgrade of Ferro's ratings to Ba1 reflects continuing delays
in the delivery of financial statements and weak credit metrics.
Although the company's forensic audit has confirmed the limited
scope of the inappropriate accounting entries, the company's
auditor has requested a further review by a new investigation
team.  In Moody's opinion, this will further delay the issuance of
audited financial statements and will likely cause the company to
seek another waiver from its bank group.

Against this backdrop, the company continues to generate financial
metrics that remain below the level required to support an
investment grade rating.

Ferro's operating margin remains below 5%, but has rebounded from
a very weak fourth quarter. The company's results continue to be
adversely impacted by elevated raw material costs, delays in
passing through price increases, weak demand in its European
operations, and a slowdown in the market for electronic chemicals.
Although the company expects that recent pricing actions and a
rebound in electronic chemicals demand will raise their operating
margins significantly above the 5% level, Moody's remains
concerned that the recovery may be slower than management
currently anticipates.

The rating outlook will remain negative until the company issues
audited financial statements.  Once the company issues audited
financial statements, Moody's will evaluate the appropriateness of
the Ba1 ratings.  If the company operating margins remain near 5%
for the remainder of 2005, cash flow from operations is
significantly below $100 million and free cash flow is below $20
million, Moody's could lower the company's ratings further.
However, if the company is able to raise operating margins toward
8%, cash flow from operations rises to the $110-120 million range
and free cash flow rises toward $40 million, Moody's could move
the outlook to stable.  If the company is able to maintain
operating margins at the 10% level, cash flow from operations
rises toward $150 million and free cash flow rises above
$50 million, Moody's could reevaluate the appropriateness of an
investment grade rating.

Ferro currently has roughly $150 million outstanding under a
$300 million revolving credit facility that matures in September
of 2006.  The company has received a technical waiver from its
bank group through June 30, 2005, regarding the delay in providing
quarterly financial reporting documents required under the
revolving credit facility.  The company also has access to
$123 million in accounts receivable programs that were undrawn at
March 31, 2005.

Ferro Corporation, based in Cleveland, Ohio is a leading
multinational producer of performance chemicals and materials for
industry, including ceramics, coatings, colors, plastics and
chemicals.  Ferro reported unaudited sales of $1.8 billion in
2004.


FOOTMAXX HOLDINGS: Dec. 31 Balance Sheet Upside-Down by $16 Mil.
----------------------------------------------------------------
Footmaxx Holdings Inc., (TSX VENTURE:FMX) continues to face the
challenges of a strengthening Canadian dollar and changes in the
reimbursement policies of corporate health plans in Canada and the
United States in 2004.  The decline in the value of the US dollar,
the currency in which Footmaxx transacts the majority of its
business, reduced revenues by $623,500 or 4.4% of 2003 revenues.
Changes to the reimbursement policies also reduced orthotic demand
and volumes.  As a result, revenues in 2004 were $13,045,751, a
decrease of $992,676 or 7.1% from $14,038,427 in 2003.  In order
to deal with these challenges the company initiated cost reduction
programs in late 2003 and early in 2004, that more than offset the
negative impact of decreased revenues.  This resulted in the
company increasing EBITDA over prior year by $442,254 to
$1,661,048.  The net loss in 2004 was reduced to $462,354, an
improvement of $544,573.

                  2004 Fourth Quarter Results

Fourth quarter revenues for 2004 decreased $20,390, from
$3,044,140 in 2003 to $3,023,750 in 2004.  An unfavorable exchange
rate year over year accounted for a decrease of $139,000.
However, orthotic volumes increased year over year by 655 pairs
offsetting the decrease caused by foreign exchange by $72,000.
Increases in footwear and non-prescription orthotics further
reduced the decrease in revenues to $20,501. EBITDA increased
$77,579 in the fourth quarter of 2004 to $252,856 from the
$175,277 achieved for the fourth quarter of 2003.  Fixed cost
reduction was the main contributing factor.  Net loss for the
fourth quarter of $190,036 is $183,735 less that the loss the
company incurred for the quarter of $373,771.  Fixed cost
reduction and a year to date depreciation adjustment of $100,000
re leasehold improvements were the main contributors to the
improvement.

At Dec. 31, 2004, Footmaxx Holdings' balance sheet showed a
$16,243,740 stockholders' deficit, compared to a $15,781,386
deficit at Dec. 31, 2003.


FREDERICK MCNEARY: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Frederick J. McNeary, Sr.
        6 Victoria Lane
        Saratoga Springs, New York 12866

Bankruptcy Case No.: 05-13007

Type of Business: The Debtor is a real estate developer and
                  broker.  The Debtor is also a shareholder of
                  Prestwick Chase, Inc., which filed for chapter
                  11 protection on March 11, 2005 (Bankr. N.D.N.Y.
                  Case No. 05-11456) with the Honorable R. E.
                  Littlefield presiding.  Prestwick's chapter 11
                  filing was reported in the in the Troubled
                  Company Reporter on March 14, 2005.

Chapter 11 Petition Date: April 29, 2005

Court: Northern District of New York (Albany)

Debtor's Counsel: Howard M. Daffner, Esq.
                  Segel, Goldman, Mazzotta & Siegel, P.C.
                  9 Washington Square
                  Albany, New York 12205
                  Tel: (518) 452-0941

Estimated Assets: $0 to $50,000

Estimated Debts:  $10 Million to $50 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
M&T Real Estate Trust         Construction loan      $12,056,026
P.O. Box 4560
Buffalo, NY 14240-4560

APC Partners II, LLC                                  $4,214,174
60 Madison Avenue, Suite 1215
New York, NY 10010

M&T Real Estate Trust         Final payment           $1,346,281
P.O. Box 4560                 of Loan to
Buffalo, NY 14240-4560        Contractors

Partner's Trust                                         $478,182
233 Genesse Street
Utica, NY 13501

Adirondack Trust Bank                                   $397,061
473 Broadway
Springs, NY 12866

Town of Greenfield            Guarantor on Loan         $291,974
P.O. Box 10
Greenfield Center, NY

Capital Bank, N.A.                                      $230,076
One Church Street
Rockville, MD 20850-5775

Realty USA Home Funding Corp.                           $200,000
P.O. Box 402
Clifton Park, NY 12065

City National Bank &          Commercial Loan           $163,215
Trust Company
10-24 North Main Street
P.O. Box 873
Gloversville, NY 12078-0873

Charlebois, Claude            Personal loan             $100,000
Kattskil Bay, NY 12844

Ballston Spa National Bank    Commercial Loan            $72,500
87 Front Street
Ballston Spa, NY 12020

Wells Fargo                                              $53,613
P.O. Box 14411
Desmoines, IA 50306-3411

Crane, Greene & Parente       M&T Acct. No.              $17,730
90 State Street               10090-03307M
Albany, NY 12207

StockliGreene, LLP                                        $7,409
90 State Street
Albany, NY 12207

Chrysler Financial                                        $7,330
P.O Box 1728
Newark, NJ 07101-1728

Crane, Greene & Parente       APC Partners                $7,266
90 State Street               Acct.#10090-03848M
Albany, NY 12207

Crane, Greene & Parente       The Cbord Group               $889
90 State Street               Acct.#10090-0350M
Albany, NY 12207


FRIENDLY ICE: April 3 Balance Sheet Upside-Down by $108 Million
---------------------------------------------------------------
Friendly Ice Cream Corporation reported financial results for the
first quarter of 2005.  First quarter revenues were
$124.6 million, compared to total revenues of $130.8 million for
the first quarter of 2004.  Restaurant revenues declined by
$8.3 million, which was partially offset by a $2.0 million
increase in foodservice revenues and a $0.2 million increase in
franchise revenues.

Comparable restaurant sales decreased 3.3% for company-operated
restaurants and increased 1.9% for franchised restaurants.
Including the results of the current quarter, franchise-operated
restaurants have reported sixteen consecutive quarters of positive
comparable restaurant sales growth. During the quarter, restaurant
revenues declined by $4.4 million compared to the same quarter in
the prior year due to the re-franchising of 34 company-operated
restaurants over the last fifteen months.  Restaurant revenues
were also impacted by an unfavorable shift in the timing of the
year-end holiday period. New Year's Day was included in the prior
year first quarter and is not included in the current year.  The
estimated impact on company-operated restaurants due to the timing
of the holiday represented approximately one-half of the 3.3%
decline in first quarter comparable restaurant sales.

The net loss for the three months ended April 3, 2005 was $3.0
million, compared to a net loss of $5.2 million, reported for the
three months ended March 28, 2004.  Included in the 2004 first
quarter results are $5.9 million in expenses for debt retirement
and restructuring costs, which were partially offset by a gain on
litigation settlement.

Commenting on results, John L. Cutter, Chief Executive Officer and
President of Friendly Ice Cream Corporation stated, "In the first
quarter of 2005, we knew that we faced difficult comparisons
versus the prior year due to the unfavorable shift in the timing
of the year-end holiday period, but severe weather and record
snowfall significantly added to the restaurant comparable sales
decline.  Higher dairy commodity costs did not ease until late in
the first quarter and we expect prices to continue to be favorable
in the second quarter.  We added a major supermarket chain with
over 200 stores to our decorated cake initiative in the first
quarter and sales results are exceeding our expectations."

Mr. Cutter continued, "Looking forward, Friendly's is a strong
brand with a dominant market position in the Northeast.  We
believe we have the strategic initiatives in place to support
improved sales and profitability growth. We also continue to
enhance our operating and marketing fundamentals with an exciting
line-up of new products and improved guest service initiatives.
During the first quarter, we completed two re-imaging projects.
We plan to re-image an additional twelve restaurants and open four
new company-operated restaurants during the remainder of 2005.  In
addition, we expect that our franchisees will open fifteen new
franchised restaurants in 2005."

                    Business Segment Results

In the first quarter of 2005, pre-tax income in the restaurant
segment was $2.1 million, or 2.2% of restaurant revenues, compared
to $5.3 million, or 5.1% of restaurant revenues, in the first
quarter of 2004.  The decrease in pre-tax income was mainly the
result of a 3.3% decline in comparable company-operated restaurant
sales due to record snowfall in New England and an unfavorable
shift in the timing of the year-end holiday period, the re-
franchising of 34 company restaurants over the past fifteen months
and higher costs for snow removal, maintenance, supplies and
utilities.  Friendly's continues to aggressively pursue
initiatives that are designed to enhance the Friendly's dining
experience.  Several operational improvements have been
implemented and we are beginning to see positive results,
including a decrease in labor and benefits costs in the first
quarter due to the restructuring of the restaurant management
team, resulting in higher productivity, improved guest service and
lower average hourly rates.

Other key restaurant initiatives include:

    (1) reduced span of control for front-line and second-line
        supervisors,

    (2) a new recognition and reward program for servers, and

    (3) an Internet-based guest feedback system.

Pre-tax income in the Company's foodservice segment was $1.3
million in the first quarter of 2005 compared to $2.7 million in
the first quarter of 2004.  The decrease in pre-tax income was
mainly due to higher commodity costs.  Case volume in the
Company's retail supermarket business remained unchanged for the
first quarter of 2005 when compared to the first quarter of 2004.

Pre-tax income in the franchise segment increased in the first
quarter of 2005 to $2.2 million from $2.0 million in the first
quarter of 2004.  The improvement in pre-tax income is mainly due
to increased royalty revenue from comparable franchised restaurant
sales growth of 1.9% and from the opening of eight new franchised
restaurants and the re-franchising of 34 restaurants over the past
fifteen months.  Increased rental income from leased and sub-
leased franchised locations also contributed to the revenue growth
in the first quarter of 2005.  Initial franchise fees declined in
the first quarter of 2005 when compared to the prior year due to
the re-franchising of 17 company-operated restaurants and the
opening of two new locations during the first quarter of 2004
versus seven re-franchising openings during the first quarter of
2005.

Corporate expenses of $10.9 million in the first quarter of 2005
decreased by $1.4 million, or 12%, as compared to the first
quarter of 2004 primarily due to the March 2004 reduction in force
and lower expenses for interest, recruitment, restaurant guest
feedback service, corporate bonus and legal fees.

                       About the Company

Friendly Ice Cream Corporation -- http://www.friendlys.com/-- is
a vertically integrated restaurant company serving signature
sandwiches, entrees and ice cream desserts in a friendly, family
environment in over 530 company and franchised restaurants
throughout the Northeast.  The company also manufactures ice
cream, which is distributed through more than 4,500 supermarkets
and other retail locations.  With a 69-year operating history,
Friendly's enjoys strong brand recognition and is currently
remodeling its restaurants and introducing new products to grow
its customer base.

At Apr. 3, 2005, Friendly Ice Cream's balance sheet showed a
$107,887,000 stockholders' deficit, compared to a $105,026,000
deficit at Jan. 2, 2005.


FV STEEL: Exclusive Solicitation Period Extended Until Sept. 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
extended the time period during which FV Steel and Wire Company
and its debtor-affiliates have the exclusive right to solicit
acceptances of their proposed Joint Plan of Reorganization from
their creditors.  The Debtors' exclusive solicitation period now
runs through Sept. 15, 2005.

FV Steel is one of the debtor-affiliates of Keystone Consolidated
Industries, Inc.  The Debtors filed their Joint Plan of
Reorganization and Disclosure Statement on Oct. 4, 2004.

The Debtors tell the Court that they, the Official Committee of
Unsecured Creditors, Contran Corp., the Independent Steel Workers
Alliance and the authorized representatives of certain retiree
constituents have been involved in negotiations over the
formulation of a Consensual Plan of Reorganization for the past
few months.

On March 21, 2005, the Debtors and those Case Parties executed a
Lock-Up Agreement that will serve as a blueprint for the Debtors'
emergence from chapter 11.  The Lock-Up Agreement provides for a
consensual resolution of the Debtors' chapter 11 cases by
proposing and seeking confirmation for a Consensual and Amended
Plan of Reorganization.

The Lock-Up Agreement also involves a simultaneous process whereby
certain Parties may evaluate third-party proposals and negotiate
and execute an agreement on which an Alternative Qualified Plan
would be based.

The Debtors give the Court five reasons in favor of the extension:

   a) the Debtor's chapter 11 cases are large and complex, with
      their restructuring process involving the development of a
      viable business plan and negotiations and agreements with
      various labor and retiree groups and the Creditors
      Committee;

   b) the extension will give the Debtors and the Case Parties
      involved in the Lock-Up Agreement more time to prepare a
      Consensual Plan and its accompanying Disclosure Statement in
      pursuant to the timeline provided in the Agreement;

   c) the Debtors have displayed good faith progress towards
      reorganization and they are continuing to pay their post-
      petition obligations as they become due;

   d) the Debtors have developed a viable plan for restructuring
      their operations and cost structure and they have made
      progress in negotiating with the Creditors Committee and
      other parties in interest as shown by the execution of the
      Lock-Up Agreement; and

   e) the Debtors have not sought the extension to pressure their
      creditors into accepting an unacceptable Plan and the
      extension will not prejudice their creditors and other
      parties in interest.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.  The
Company and its debtor-affiliates filed for chapter 11 protection
on February 26, 2004, (Bankr. E.D. Wisc. Case No. 04-22422).  The
case is jointly administered under E.D. Wisc. Case No. 04-22421.
Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., and David
L. Eaton, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $196,953,000 in total
assets and $365,312,000 in total debts.


GARDEN RIDGE: Judge Kornreich Confirms First Amended Plan
---------------------------------------------------------
The Honorable Louis H. Kornreich of the U.S. Bankruptcy Court for
the District of Delaware confirmed, on Apr. 29, 2005, the First
Amended Joint Plan of Reorganization filed by Garden Ridge Corp.
and its debtor-affiliates.

The Plan provides for the substantive consolidation of the
Debtors, so that on or after the Effective Date, all assets and
liabilities of Garden Holdings Inc., Garden Ridge Corp., Garden
Ridge Investments, Inc., Garden Ridge Finance Corp., and Garden
Ridge Management, Inc., will be merged into and with the assets of
Garden Ridge L.P.

On the Effective Date, Reorganized Garden Holdings will issue New
Preferred Shares and New Common Stock.  On or before the Effective
Date, Three Cities will invest $25 million in Garden Ridge
Holdings in exchange the New Common Stock under the terms of a
Stock Purchase Agreement.

The Plan contemplates:

   a) payment in full, on or after the Effective Date, of the
      Unimpaired Claims of Administrative Claims, Priority Tax
      Claims, DIP Financing Claims, Other Priority Claims, and
      Other Secured Claims;

   b) a Cash payment to each holder of Allowed Convenience Claims
      in an amount equal to those claims' Pro Rata distribution
      of $800,000;

   c) issuance of the New Allied Note and New Allied Security
      Interests to the holders of Allied Secured Claims;

   d) distribution to holders of Allowed General Unsecured
      Creditors of Preferred Shares;

   e) a Cash payment to each holder of Allowed Opt-In
      Reclamation Claims in an amount equal to those holders' Pro
      Rata distribution of $200,000;

   f) holders of Equity Interests in each of the Debtors will
      retain their interests; and

   g) holders of Garden Holdings Claims will receive no
      distributions under the Plan.

Garden Ridge's Plan will be funded by a $25 million equity
infusion from Three Cities Research and an $80 million exit
financing facility.

Full text copies of the Disclosure Statement and Joint Plan are
available for a fee at:

  http://www.researcharchives.com/bin/download?id=050302021552

                  - and -

  http://www.researcharchives.com/bin/download?id=050302023013

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://www.gardenridge.com/-- is a megastore home decor retailer
that offers decorating accessories like baskets, candles, crafts,
home accents, housewares, party supplies, pictures and frames,
pottery, seasonal items, and silk and dried flowers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
February 2, 2004 (Bankr. D. Del. Case No. 04-10324).  Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed estimated
debts and assets of over $100 million.


GRUPO IUSACELL: Losses & Defaults Trigger Going Concern Doubt
-------------------------------------------------------------
Despacho Freyssinier Morin, S.C., completes its audit of Grupo
Iusacell, S.A. de C.V.'s financial statements as of Dec. 31, 2004.
In their audit opinion, the auditors express substantial doubt
about the company's ability to continue as a going concern.  The
auditors point to two items:

  (A) The Company incurred in certain events of default related to
      its debt originally issued at long-term, which entitled the
      creditors with the right to request the immediate payment of
      the principal and interest; also, one subsidiary of the
      Company was sued before a New York Court.  Under these
      circumstances, the Company classified its debt, originally
      issued at long-term, as short-term liabilities, and as a
      result, current liabilities exceeded current assets
      by Ps.10,300.9 millions (constant Mexican pesos of Dec. 31,
      2004); and

  (B) The Company reported accumulated losses representing more
      than two thirds of its capital stock, which, in accordance
      with Mexican law is a cause of dissolution, and could be
      among the assumptions provided by the Concurso Mercantil Law
      in Mexico.

                       Events of Default

The Company has incurred in events of default under the agreements
and/or instruments governing the loans which conform the Company's
debt.  Such events relate, mainly, to the failure in the payment
of the principal and the corresponding interest, to technical
defaults and non compliance of financial ratios, and to the change
of control of the Company that occurred when the former
shareholders, Verizon Communications, Inc. (Verizon) and Vodafone
Group Plc. (Vodafone), sold the majority equity shares to Movil
Access, S.A. de C.V., as well as other defaults detailed in such
notes.  These defaults entitled the creditors of most of the
Company's debt to request the immediate payment of principal and
corresponding accessories, in accordance with the executed
agreements.  As a result of the above, and in conformity with
accounting principles generally accepted in Mexico, long-term
debt, as described has been classified as short-term and,
consequently, as of December 31, 2004, current liabilities exceed
current assets by Ps.11,068.6 million approximately.

On Jan. 14, 2004, a group of holders of the Secured Senior Notes
Due 2004, issued by the Company's main subsidiary, filed a lawsuit
in a New York Court against that subsidiary, for the immediate
payment of principal and interest.

The Company has incurred accumulated losses as of December 31,
2004, which have originated the total loss of the Company's
capital stock, and a deficit in its stockholders' equity at that
date.  The loss of capital stock, in accordance with Mexican
General Corporate Law, is cause of a possible dissolution of the
Company; furthermore, the Company might be instituted in a
reorganization proceeding under the Concurso Mercantil Law in
Mexico.

These circumstances raise substantial doubt about the Company's
ability to continue as a going concern, which will depend, among
other factors, on its debt restructure and/or, as the case may be,
on obtaining or generating the additional resources necessary to
settle its obligations and to cover its operating needs.

                         About Iusacell

Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE and BMV: CEL) is a
wireless cellular and PCS service provider in Mexico encompassing
a total of approximately 92 million POPs, representing
approximately 90% of the country's total population. Independent
of the negotiations towards the restructuring of its debt,
Iusacell reinforces its commitment with customers, employees and
suppliers and guarantees the highest quality standards in its
daily operations offering more and better voice communication and
data services through state- of-the-art technology, such as its
new 3G network, throughout all of the regions in which it operate.


HOME EQUITY: Moody's Places Ba1 Rating on $9.78M Class B-4 Certs.
-----------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Home Equity Asset Trust 2005-2 and ratings
ranging from Aa1 to Ba1 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime residential mortgage loans originated by various banks,
savings and loans and other mortgage lending institutions and
acquired by DLJ Mortgage Capital, Inc.  The ratings are based
primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization -- OC, and
excess spread.  Shelly Garg, a Moody's analyst, said that the
credit quality of the loans backing the transaction is slightly
above average for the subprime mortgage market and comparable to
mortgage pools backing recent HEAT transactions.

Wells Fargo Bank, N.A. and Select Portfolio Servicing will each
service approximately half of the loans, and Wells Fargo Bank,
N.A. will act as master servicer.  Moody's has assigned Wells
Fargo Bank, N.A. its top servicer quality rating as primary
servicer of sub-prime loans.

The complete rating actions are:

      * Class 1-A-1, $500,000,000, rated Aaa
      * Class1-A-2, $125,000,000, rated Aaa
      * Class 2-A-1, $182,750,000, rated Aaa
      * Class 2-A-2, $119,000,000, rated Aaa
      * Class 2-A-3, $20,275,000, rated Aaa
      * Class A-IO-1, Interest Only, rated Aaa
      * Class A-IO-2, Interest Only, rated Aaa
      * Class M-1, $38,525,000, rated Aa1
      * Class M-2, $35,075,000, rated Aa2
      * Class M-3, $24,150,000, rated Aa3
      * Class M-4, $20,125,000, rated A1
      * Class M-5, $20,125,000, rated A2
      * Class M-6, $16,100,000, rated A3
      * Class B-1, $16,100,000, rated Baa1
      * Class B-2, $14,375,000, rated Baa2
      * Class B-3, $8,625,000, rated Baa3
      * Class B-4, $9,775,000, rated Ba1


HOVNANIAN ENTERPRISES: Fitch Affirms BB+ Rating on $805M Sr. Notes
------------------------------------------------------------------
Fitch Ratings affirms Hovnanian Enterprises, Inc.'s (NYSE:HOV)
'BB+' senior unsecured debt and unsecured bank credit facility
ratings.  The rating applies to approximately $805.3 million in
outstanding senior notes.  Fitch also affirms the 'BB-' senior
subordinated notes rating that applies to $400 million in debt.
The Rating Outlook is Stable.

Ratings for Hovnanian are based on the company's successful
execution of its business model, conservative land policies, and
geographic, price point and product line diversity.  The company
has been an active consolidator in the homebuilding industry,
which has contributed to above-average growth during the past six
years but has kept debt levels somewhat higher than its peers.
Management has also exhibited an ability to quickly and
successfully integrate its acquisitions.  In any case, now that
the company has reached current scale there may be somewhat less
use of acquisitions going forward and acquisitions may be smaller
relative to Hovnanian's current size.  Significant insider
ownership aligns management's interests with the long-term
financial health of the company.

Risk factors include the inherent (although somewhat tempered)
cyclicality of the homebuilding industry.  The ratings also
manifest the company's aggressive yet controlled growth strategy,
concentration in California (29% of total deliveries), and
Hovnanian's capitalization and size.

The company's EBITDA- and EBIT-to-interest ratios tend to be close
to the average public homebuilder, while inventory turnover tends
to be moderately stronger.  Hovnanian's leverage is somewhat
higher and debt-to-EBITDA ratio is slightly below the averages of
its peers.  Although the company has certainly benefited from the
generally strong housing market of recent years, a degree of
profit enhancement is also attributed to purchasing design and
engineering, access to capital, and other scale economies that
have been captured by the large national and regional public
homebuilders in relation to non-public builders.  These economies,
along with the company's presale operating strategy and a return
on equity and assets orientation provide the framework to soften
the margin impact of declining market conditions in comparison to
previous cycles.  Hovnanian's ratio of sales value of backlog to
debt during the past few years has ranged between 1.6 times to
2.3x and is currently 2.1x - a comfortable cushion.

Hovnanian employs conservative land and construction strategies.
The company typically purchases land only after necessary
entitlements have been obtained so that development or
construction may begin as market conditions dictate.  Hovnanian
extensively uses lot options.  The use of land option contracts
without specific performance clauses gives the company the ability
to renegotiate price/terms or void the option, which limits
downside risk in market downturns and provides the opportunity to
hold land with minimal investment.

At present 73.7% of its lots are controlled through options - a
higher percentage than most public builders.  Total lots,
including those owned, were 100,927 at Jan. 31, 2005.  This
represents a 6.7-year supply based on latest 12 months home
deliveries.  However, the company has one of the lowest owned-lot
positions in the industry, typically owning only a one- to two-
year supply.  An estimated 85%-90% of its homes are pre-sold.  The
balance is homes under construction or homes completed in advance
of a customer's order.  Hovnanian's unconsolidated joint venture
activity is growing, but is still modest in size and
conservatively levered.

Fitch estimates that in recent years at least half of Hovnanian's
growth has resulted from a series of acquisitions - 15 during the
past seven-and-a-half years.  However, in each of the last four
years more than 90% of the company's growth in earnings has come
from operations owned more than one year.  The acquisitions have
enabled the company to grow its position and increase market
share, often broadening product and customer bases in existing
markets.  They have also enabled the company to enter new markets.
The combinations typically were funded by debt and to a lesser
degree by stock and retained earnings.

At times there were earn-outs which reduced risk and served to
retain key management.  In the future, Hovnanian's acquisition
strategy will focus on purchasing smaller builders and land
portfolios in current markets and on making selected acquisitions
in new markets if there is a good strategic fit and appropriate
returns can be achieved.  The key analysis as to whether an
acquisition will be executed will be return on capital.  Fitch
believes that management would balance debt and stock as
acquisition currency to maintain current credit ratios.  The
company is publicly committed to maintaining an average net
debt/equity ratio of 1.0:1.0.

Hovnanian maintains a $900 million revolving and letter of credit
facility.  The facility contains an accordion feature under which
the aggregate commitment can be increased to $1 billion subject to
the availability of additional commitments.  As of Jan. 31, 2005,
there was no outstanding balance under the agreement.  Also, as of
the end of the first quarter Hovnanian had issued $213.4 million
of letters of credit, which reduces cash available under the
agreement.  The revolving credit agreement matures in July 2008.
The company has irregularly purchased moderate amounts of its
stock in the past.  About 2.1 million shares remain in the current
class A common stock repurchase authorization as of Jan. 31, 2005.


HUFFY CORPORATION: Taps O'Melveny & Myers as Special Counsel
------------------------------------------------------------
Huffy Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, for permission to employ O'Melvey & Myers LLP as their
special counsel, nunc pro tunc to April 19, 2005.

The Debtors want O'Melveny to handle issues related to labor,
pension and bankruptcy.  In particular, O'Melveny will analyze,
negotiate and, if necessary, litigate matters pertaining to the
Debtors' pension plan program.

Tom A. Jerman, Esq., a partner at O'Melveny & Myers LLP, discloses
his Firm's professionals' curreny hourly rates:

         Designation                Rate
         -----------                ----
         Partners                $480 - $880
         Associates/Counsel      $270 - $530
         Legal Assistants        $160 - $225

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

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


HUFFY CORP: Court Approves Mattel & Fisher-Price Licensing Pact
---------------------------------------------------------------
The Honorable Lawrence Walter of the U.S. Bankruptcy Court for the
Northern District of Ohio, Western Division, put his stamp of
approval on a licensing deal between Huffy Corp. and Mattel
Europa, B.V. and its affiliate Fisher-Price, Inc.

Under the license agreement, Huffy has the right to use
trademarks, copyrights, likenesses, symbols, designs, visual
representations, artwork and design rights for Fisher-Price name
and logos, Mattel's Little People log, Little People characters
and related names, designs, trademarks and copyrights.  The
license agreement expires on Dec. 31, 2006.

"The benefit to the estates of entrance into the License Agreement
is clear," Donald W. Mallory, Esq., at Dinsmore & Shohl LLP, tells
Judge Walter, because "Huffy Corporation will be able to market a
successful line of products that is in sync with the Debtors goal
of restructuring their business around one of their core
businesses, bicycles.   Failure to enter into the License
Agreement will prevent Huffy from utilizing the lucrative
financial benefits that will result therefrom to the detriment of
the estates."

Because the License Agreement contains commercial information
covered by confidentiality provisions embedded in the agreement,
the Debtors filed the License Agreement under seal pursuant to 11
U.S.C Sec. 107(b).  Judge Walter agreed to keep the document under
wraps and out of public view.

                         About Mattel

Headquartered in El Segundo, Calif., Mattel Inc. designs,
manufactures and markets a broad variety of children's products on
a worlwide basis.  The company sells its products to retailers and
directly to consumers.  Mattel's products include Barbie Fashion
dolls, Fisher-Price infant and pre-school products, matchbox cars,
tyco electrical vehicles among others.

                         About Huffy

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on Oct.
20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin Lewis,
Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  As of Dec.
31, 2003, the Debtors listed $292,971,000 in consolidated assets
and $220,315,000 in consolidated debts.


JOHN GILLAM PRESLAR: Case Summary & 35 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: John Gillam Preslar, Sr., and
             Winona Hughleen Preslar
             23177 FM 226
             Etoile, Texas 75944

Bankruptcy Case No.: 05-90320

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Shirley Creek Marina, Inc.                 05-90321

Type of Business: The Debtor owns a campground and marina.
                  See http://www.shirleycreek.com/

Chapter 11 Petition Date: April 30, 2005

Court: Eastern District of Texas (Lufkin)

Judge: Bill Parker

Debtor's Counsel: Stephen W. Sather, Esq.
                  Barron & Newburger, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: 512-476-9103
                  Fax: 512-476-9253

                                 Total Assets    Total Debts
                                 ------------    -----------
John Gillam Preslar, Sr., and      $1,667,956     $1,235,890
Winona Hughleen Preslar
Shirley Creek Marina, Inc.           $638,790       $936,812

A. John Gillam Preslar's 15 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bank of the West              Loan                       $31,312
P.O. Box 8050
Walnut Creek, CA 94597

Chase                         Credit Card                $14,803
P.O. Box 15651
Wilmington, DE 19886

Medical Revenue Services      Medical                    $13,682
P.O. Box 938
Vero Beach, FL 32961

Bank One                      Credit Card                $13,506

MBNA America                  Credit Card                 $7,995

MBNA America                  Credit Card                 $3,673
Bank Card Services


Citi Business Card            Credit Card                 $3,331

RBS                           Credit Card                 $2,934


Chase Automotive Finance      Car Loan                   $15,996
                              Value of Collateral:
                              $14,000

Heart Institute               Medical                     $1,775

ARMS                          Medical                       $668

NCO Financial Systems         Medical                       $493

ARMS                          Medical                       $284

Tim O'Neal                    Notice Only                     $0

Nacogdoches Memorial          Medical                         $0
Hospital

B. Shirley Creek Marina, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
William & Linda Webb          Lien on assets            $390,000
P.O. Box 238
Etoile, TX 75944

M.J. & Shirley Webb           Lien on assets            $390,000
216 South Co. Road 4945       Value of Collateral:
Etoile, TX 75944              $255,563

Premium Acceptance Corp.      Gen. Liability &           $12,033
1300 S Mopac, 6th Floor       Property Ins.
Austin, TX 78746

Deep East Texas Electricity   Electricity                 $5,255

Texas Commission on Env.      Violations on Sewage        $5,100
Quality                       treatment plant

Internal Revenue Service      941 Taxes                   $3,412

Tayloe, Tom                   CPA services                $3,387

Internal Revenue Service      941 Taxes                   $2,999

Internal Revenue Service      941 Taxes                   $2,843

State of TX Comptroller of    Ltd. Sales, Excise &        $2,114
Public Accts.                 Use taxes

Safeco Insurance              Commercial Auto             $1,370
                              Ins. Policy

Consolidated Communications   Telephone                     $761

Lakecaster                    Advertisement                 $695

Elliot Electric Supply        Electricity                   $509

Angelina & Neches River       Testing of sewage             $438
Authority                     treatment plant

Better Business Bureau        Advertisement                 $395

Apostolic Publishing Co Inc.  Advertisement                 $207

Christian Hunters & Anglers   Advertisement                 $100
Magazine

Tax Assessor Collector        Taxes                          $60

Highland Lakes Web Page       Advertisement                  $49
Touring Texas


KAISER ALUMINUM: Wants Exclusive Periods Extended to June 30
------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Alpart
Jamaica, Inc., Kaiser Jamaica Corporation, Kaiser Alumina
Australia Corporation, and Kaiser Finance Corporation ask the
Court to extend the period during which they have the exclusive
right to:

   (1) file a plan or plans of reorganization for an additional
       60 days, through and including June 30, 2005; and

   (2) solicit acceptances of the plan for an additional two
       months thereafter, through and including August, 31, 2005.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, explains
that at the April 27, 2005 hearing to consider confirmation of the
Liquidation Plans, the Court directed parties to file post-hearing
pleadings on certain evidentiary issues and post-hearing briefs
related to the Guaranty Subordination Dispute.  Briefing will not
be completed until June 3, 2005.

According to Ms. Newmarch, the extension will simply align the
Liquidating Debtors' Exclusive Periods with the confirmation
schedule, providing the Liquidating Debtors with the ability to
complete the confirmation process for the Liquidation Plans.
Based on the current schedule, Ms. Newmarch says the Liquidating
Debtors' Plans will not be confirmed until at least June 2005.

Judge Fitzgerald will convene a hearing on June 27, 2005, at 1:30
p.m. to consider the Liquidating Debtors' request.  By application
of Del.Bankr.LR 9006-2, the Debtors' Exclusive Filing Period is
automatically extended through the conclusion of that hearing.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represents the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 68;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KIMBERLY OREGON: List of Largest Unsecured Creditor
---------------------------------------------------
Kimberly Oregon Realty, Inc., released a list of its Largest
Unsecured Creditor:

             Entity                    Claim Amount
             ------                    ------------
            U.S. Bank                       $47,622
            Advantage Lines
            P.O. Box 790179
            St. Louis, MO 63179-1079

Headquartered in Rancho Santa Fe, California, Kimberly Oregon
Realty, Inc., filed for chapter 11 protection on Mar. 22, 2005
(Bankr. S.D. Calif. Case No. 05-02313).  When the Debtor filed for
protection from its creditors, it estimated assets between $10
million to $50 million and estimated debts between $1 million to
$10 million.


KITCHEN ETC: Cooking.com Offers $100,000 for Intellectual Property
------------------------------------------------------------------
Cooking.com has offered to buy all right, title and interest in
and to Kitchen Etc., Inc.'s registered trademarks, domain names,
business intelligence and other intellectual property for
$100,000.

Cooking.com's bid is subject to higher and better offers that
might emerge at an auction on May 19, 2005.  Copies of detailed
bidding procedures are available from:

          Bradford J. Sandler, Esq.
          Adelman Lavine Gold and Levin, P.C.
          919 North Market Street, Suite 710
          Wilmington, DE 19801
          Telephone (302) 654-8200

Written bids must be submitted by May 16 in order to participate
in the auction.

Joseph Myers at Clear Thinking Group, LLC, the Plan Administrator
appointed pursuant to the Debtors' confirmed Plan of
Reorganization, intends to ask Judge Walsh to approve a sale to
the highest and best bidder at a hearing on May 23.

As previously reported in the Troubled Company Reporter, the
Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware confirmed the Second Amended Liquidating Plan
of Reorganization filed by Kitchen Etc., Inc., on January 31,
2005.

In accordance with the plan, Mr. Myers and select staff from Clear
Thinking Group's Creditors Rights Practice have created a
liquidated assets trust to enable the debtor to pay its
administrative and general unsecured claims.  As plan
administrator, the firm will also assist the debtor in meeting
obligations established under the terms of the Plan of
Reorganization and Disclosure.

Headquartered in Exeter, New Hampshire, Kitchen Etc., Inc. --
http://www.kitchenetc.com/-- was a multi-channel retailer of
household cooking and dining products.  Kitchen Etc. filed for
chapter 11 protection on June 8, 2004 (Bankr. Del. Case No. 04-
11701) and quickly retained DJM Asset Management to dispose of all
17 Kitchen Etc. stores throughout New England, New York, Delaware,
Pennsylvania, Maryland and Virginia.  Bradford J. Sandler, Esq.,
at Adelman Lavine Gold and Levin, PC, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $32,276,000 in total assets and
$33,268,000 in total debts.


KNOWLTON SPECIALTY: Bankruptcy Court Confirms Reorganization Plan
-----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
New York confirmed Knowlton Specialty Papers Inc.'s reorganization
plan, which allows the Debtor to pay their creditors in full.  The
order came after creditors Burns Brothers Inc., Burns Cascade Co.
Inc. and E.D. Young Inc. withdrew their objections to the plan.

The Debtor was forced into an involuntary chapter 7 by four of its
creditors, while it was resolving a suit it filed against the
Chubb Group of Insurance Companies and Royal Surplus Lines of
Insurance Co. in March 2003.  Watertown Daily Times said the
Debtor claimed $7.5 million for damages after a large explosion at
one of the Debtor's Mill Street buildings killed longtime employee
Thomas W. Traynor and injured six other workers.  The insurers
argued that the event was not covered.  The chapter 7 case was
later converted to a chapter 11 proceeding on March 29, 2004.

Rick Rudman, Knowlton's chief financial officer, told Watertown
Daily Times that the Company agreed to accept a $6 million
settlement from the two insurance companies in March 2005, which
will be used to help pay creditors.

Knowlton Specialty Papers -- http://www.knowlton-co.com/-- has
pioneered the manufacturing of a broad range of composites
utilizing wet-laid paper machinery.  The Company's creditors filed
an involuntary chapter 7 petition on March 12, 2004 (Bankr.
N.D.N.Y. Case No. 04-11565), which was later converted to a
chapter 11 proceeding on March 29,2004.  Jeffrey A. Dove, Esq.,
and Dawn G. Simmons Norris, Esq., at Menter, Rudin & Trivelpiece,
P.C., represent the Debtor in its restructuring efforts.


LAZARD GROUP: Fitch Intends to Issue BB+ Rating on New $650 Notes
-----------------------------------------------------------------
Fitch Ratings expects to assign a 'BB+' rating to $650 million of
senior unsecured notes to be issued by Lazard Group.  The notes
are included in a recapitalization and restructure of the former
Lazard LLC.  The recapitalization includes a public offering of
33% of the interest in Lazard Group and an additional $400 million
of equity securities units that convert to equity in three years.
The equity securities notes will rank pari passu with the senior
debt and will carry the same rating.  Fitch's ratings are in
anticipation of the completion of the IPO and debt issuance and
may be altered based on pricing and additional information from
management.

The recapitalization of Lazard presents some complexity in the
various debt instruments and legal entities financing the purchase
of equity interests from its historic owners and former partners.
The financial restructuring combines Lazard's current financial
obligations with these obligations into a significant level of
senior debt.  The primary revenue-generating businesses are a
competitive force.  Lazard's business activities are of sufficient
scale to generate acceptable levels of cash flow to service the
significant obligations resulting from the proposed debt
obligations.

However, key business activities are exposed to a fairly high
degree of revenue volatility, competition, and margin compression.
Fitch believes Lazard may find it difficult to establish an
adequate level of cost flexibility to maintain comfortable levels
of debt service coverage through various cycles.  Fitch's
willingness to consider higher ratings will be greatly determined
by its assessment of Lazard's demonstrated ability to balance cost
control against the need to maintain high levels of expert talent
and business relationships that are critical to the long-term
success of its franchise.

Lazard Group is expected to generate approximately 60% of its
revenues from financial advisory business and the remaining 40%
from asset management.  Lazard's advisory franchise capitalizes on
its independence from research publication and distribution and is
notable for the high profile corporations it advises.  The M&A
business is highly cyclical.  The company's restructuring business
provides a counter to some of the cyclicality in the M&A business.
Fitch notes, however, that both businesses are relationship and
reputation driven.

Lazard's asset management franchise is institutional in scope with
short-term mandates from pensions, endowments, and labor unions
and select high net worth individuals.  Given the equity
environment and some managerial turnover, assets under management
have experienced minimal growth over the past several years.
Growth in 2004 was largely due to market appreciation.  New
management is expected to improve performance and expand mandates
in the short run.

While Lazard's revenues are fee-based and minimal capital
investment is needed for the future, business volumes in both
financial advisory and asset management are expected to be highly
variable and dependent upon the economic cycle and investor
appetite for equity risk.  Costs are largely compensation driven
and despite stated commitments, retention may significantly limit
cost flexibility over the longer term.  Fitch notes management's
commitment to reduce compensation; however, competitive pressures
may endure.

This rating is based on publicly available information. Pricing
and size of the proposed financial instruments as well as
additional information may produce material changes in Fitch's
underlying assumptions, which may result in the reassessment of
ratings currently proposed.

Fitch's new ratings are:

   Lazard Group

      -- Senior rating 'BB+';
      -- Rating Outlook Stable.

   Lazard Group Finance

      -- Equity securities units 'BB+'.


MESA GATEWAY: List of Largest Unsecured Creditor
------------------------------------------------
Mesa Gateway Enterprises LLC released a list of its Largest
Unsecured Creditor:

  Entity                      Nature Of Claim       Claim Amount
  ------                      ---------------       ------------
  Tawa Realty &               Arrearage on               $12,000
  Investments Inc             executory contract
  14300 North Northsight
  Blvd, #107
  Scottsdale AZ 85260

Headquartered in Scottsdale, Arizona, Mesa Gateway Enterprises LLC
filed for chapter 11 protection on March 15, 2005 (Bankr. Ariz.
Case No. 05-03809).  Jon S. Musial, Esq., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated assets and debts between
$1 Million to $10 Million $79,091,000.


MEYER'S BAKERIES: Wants to Hire Charles Schlumberger as Counsel
---------------------------------------------------------------
Meyer's Bakeries, Inc., and its debtor-affiliate ask the Court for
permission to retain Charles L. Schlumberger of Quattlebaum,
Grooms, Tull & Burrow PLLC as their litigation counsel.

The Debtors want Mr. Schlumberger to represent them in multi-count
lawsuits filed pre-petition by employee shareholders seeking
damages and other redress for the stock they purchased.

The Firm does not disclose its professional's hourly rates.

To the best of the Debtors' knowledge, Charles L. Schlumberger and
his lawfirm, Quattlebaum Grooms do not hold any interest
materially adverse to the Debtor and its estate.

Headquartered in Hope, Arkansas, Meyer's Bakeries, Inc., produces
English muffins, bagels, bread sticks, energy bars, and hearth
baked specialty breads and rolls at its facilities in Hope and
Wichita.  The Company and its affiliate filed for chapter 11
protection on Feb. 6, 2005 (Bankr. W.D. Ark. Case No. 05-70837).
Charles T. Coleman, Esq., at Wright, Lindsey & Jennings LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed total
assets of $44,226,139 and total debts of $48,699,754.


MEYER'S BAKERIES: Austerlitz Management to Provide Fin'l Advice
---------------------------------------------------------------
Meyers Bakeries Inc. and MCC Transportation Company, Inc., ask the
U.S. Bankruptcy Court for the Western District of Arkansas,
Texarkana Division, for permission to employ Austerlitz
Management, L.L.C., as their financial advisors.

Austerlitz Management did prepetition work for the Debtors and is
highly familiar with the Company's financial structure.

Warner Fite, a principal at Austerlitz, was elected on April 4,
2005, by Meyers' Board of Directors to serve as its president.

As the Debtors' president, Mr. Fite is expected to:

    a) oversee the Debtors' business affairs;

    b) management of assets and claims against the estates;

    c) supervise cash disbursements;

    d) supervise and collaborate with employees and other
       professionals of the Debtors;

    e) supervise and collaborate accounting, financial reporting
       and tax matters;

    f) communicate with the Debtors' lenders and other claim
       holders;

    g) develop a plan to resolve the Debtors' affairs and
       successfully emerge from chapter 11.

Mr. Fite will be paid $395 an hour for his professional services.

To the best of the Debtors' knowledge, Mr. Fite and Austerlitz are
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Hope, Arkansas, Meyer's Bakeries, Inc., produces
English muffins, bagels, bread sticks, energy bars, and hearth
baked specialty breads and rolls at its facilities in Hope and
Wichita.  The Company and its affiliate filed for chapter 11
protection on Feb. 6, 2005 (Bankr. W.D. Ark. Case No. 05-70837).
Charles T. Coleman, Esq., at Wright, Lindsey & Jennings LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed total
assets of $44,226,139 and total debts of $48,699,754.


MIRANT CORP: Law Debenture Says Plan is Unconfirmable
-----------------------------------------------------
Law Debenture Trust Company of New York serves in these
capacities:

   a.  Successor indenture trustee under the Junior Subordinated
       Note Indenture, dated as of October 1, 2000, between
       (x) Mirant, formerly known as Southern Energy, Inc.,
       and (y) Deutsche Bank Trust Company Americas, formerly
       known as Bankers Trust Company, as indenture trustee,
       under which Mirant issued Junior Subordinated Notes in the
       aggregate principal amount of $355,670,150; and

   b.  Successor property trustee under The Amended and Restated
       Trust Agreement, dated as of October 1, 2000, among
       (w) Mirant, as depositor, (x) Deutsche Bank Trust Company
       (Delaware), as Delaware trustee, (y) Bankers Trust, as
       property trustee, and (z) the Administrative Trustees
       named therein, under which $345,000,000 of 6-1/4%
       Preferred Securities Certificates were issued by Mirant
       Trust I, formerly known as SEI Trust I, to certain
       holders.

The Junior Notes are held by Law Debenture as Property Trustee
under the Trust Preferred Agreement for the benefit of the
Securityholders.

Law Debenture contends that, in its current form, Mirant
Corporation and its debtor-affiliates' Amended Disclosure
Statement describes a plan that is unconfirmable as a matter of
law.  The Amended Plan fails the fair and equitable test of
Section 1129(b) of the Bankruptcy Code by entitling Equity holders
to receive distributions -- the New Mirant Warrants -- in the
absence of full payment of the Junior Notes -- a per se violation
of the absolute priority rule.  The Amended Plan also improperly
classifies the Junior Notes in the same class as the Mirant debt
to which the Junior Notes are subordinated, in violation of the
express requirements of Section 1122.  Law Debenture notes that
the "fair and equitable test" of Section 1129(b) requires that a
senior class of claimants be fully paid before a junior class
receives any distribution.

Law Debenture cites that In re Armstrong World Industries, Inc.,
et al., 2005 U.S. Dist. LEXIS 2635, *32 (E.D. Pa. 2005), teaches
that "a plan is not 'fair and equitable' if a class of creditors
that is junior to the class of unsecured creditors receives . . .
property because of its ownership interest in the debtor while
the allowed claims of the class of unsecured creditors have not
been paid in full").  In the recent Armstrong decision, Judge
Eduardo Robreno of U.S. District of the Eastern District of
Pennsylvania held that the Armstrong's Chapter 11 plan violated
Section 1129(b) and was not "fair and equitable" where:

   (1) the equity interest holders held an interest junior to the
       unsecured creditors;

   (2) under the plan, the equity interest holders would receive
       property of the debtor (by way of new warrants) because of
       their ownership interest in the debtor; and

   (3) the unsecured creditors' allowed claims would not be
       satisfied in full.

Law Debenture further argues that Junior Notes, as subordinated
debt, should be separately classified from senior debt.  In the
absence of proper classification, the Plan is unconfirmable as a
matter of law and the Debtors should not seek approval of the
Disclosure Statement.

Law Debenture explains that the different rights accorded these
different creditors put them in a natural conflict.  One group
will be paid under the Amended Plan -- subordinated Class 4
creditors -- while the other may not be paid -- subordinated
Class 4 creditors.  This, alone, creates the potential for these
diverse creditors to take very different positions on the Amended
Plan.

In the Amended Plan, Law Debenture says this conflict is
heightened because a Class 4 vote in favor of the Amended Plan
will be the assent of Class 4 to a distribution to Equity holders
-- even though the Junior Notes (in Class 4), with a superior
claim on the Debtors' assets, are not being paid in full -- and,
perhaps, will receive no distribution under the Amended Plan.  In
the absence of separate classification, the voice of the Junior
Notes is lost because of the size of the non-subordinated claims
in Class 4 -- $355,670,150 in subordinated debt versus
approximately $6 billion total claims in Class 4.

Law Debenture also wants the Amended Plan, the Amended Disclosure
Statement or the "solicitation/voting procedures order" to
provide that Securityholders shall directly vote on the Amended
Plan since they are the beneficial holders of the Junior Notes.

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


MIRANT CORP: Court Vacates Order Allowing Equity Comm. Discovery
----------------------------------------------------------------
Mirant Corporation and its debtor-affiliates seek reconsideration
of U.S. Bankruptcy Court for the Northern District of Texas' order
granting the Official Committee of Equity Security Holders access
to the supplement to the initial report prepared by the Mirant
Examiner.  The Debtors want the Discovery Order vacated to allow
them time to respond to the Equity Committee's request relating to
their investigation of potential estate claims arising out of
Mirant Corporation's spin-off from The Southern Company.

The Debtors state that as the notice of hearing on the Discovery
Motion and the Discovery Order were entered on the docket on the
same day, it appears that the Court may not have been aware that
the Discovery Motion was set for hearing and subject to the
normal scheduling procedures.  Apparently, the Discovery Order
was entered inadvertently or by mistake and should be vacated
pursuant to Rule 60 of the Federal Rules of Civil Procedure and
Rule 9024 of the Federal Rules of Bankruptcy Procedure.

At the Debtors' request, Judge Lynn vacates the Discovery Order
so that the Debtors may file a response to the Discovery Motion.

            Debtors Want Committee's Request Dismissed

The Debtors tell Judge Lynn that the Equity Committee's request
is just:

   (i) a transparent attempt to circumvent the Court's Scheduling
       Order entered in connection with the Valuation Hearing;
       and

  (ii) a harassment tactic.

The Debtors assert that the Equity Committee's request is
unnecessarily duplicative of extensive discovery and
investigation that the Equity Committee has already undertaken in
connection with the upcoming Valuation Hearing.  No additional or
overlapping investigation is necessary or warranted.  The Debtors
point out that the Valuation Hearing constitutes a contested
matter which provides the Equity Committee with the full panoply
of discovery tools available under Rule 9014 of the Federal Rules
of Bankruptcy Procedure and discovery rules applicable thereto.

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


NAPIER ENVIRONMENTAL: Files BIA Proposal in British Columbia
------------------------------------------------------------
Napier Environmental Technologies Inc. (TSX:NIR) filed a Proposal
under the Bankruptcy and Insolvency Act in the Supreme Court of
British Columbia on May 2, 2005.

The Proposal, which is considered a 'Holding Proposal' will allow
the company to continue its efforts to complete a 'Restructuring
and Refinancing process' currently underway.  The highlights of
the Proposal are:

   (1) extension of 120 days to file a definitive proposal to
       creditors

   (2) payments of $15,000 per month to the Trustee, with all
       general creditors having claims less than $1,000 and those
       prepared to reduce their claim to $1,000 receiving payment
       in full within 90 days after the approval of the Holding
       Proposal

   (3) the creditors may elect up to five Inspectors from the
       general creditors to assist the Trustee in matters that may
       arise during the period of the Holding Proposal

A copy of the Proposal will be available for viewing at the
company's website http://www.napiere.com/

Napier is currently operating under the protection of the
Bankruptcy and Insolvency Act.  Napier develops and manufactures
highly effective, safe and environmentally advantaged surface
preparation products for stripping paints and coatings, as well as
a complete line of wood restoration products.  Napier's products
are protected by a portfolio of patents and trademarks, including
'Bio-wash and RemovALL'.


NEW WORLD PASTA: Wants to Sell Omaha Facility to Molinos for $4MM
-----------------------------------------------------------------
New World Pasta Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to
approve the sale of some real property free and clear of liens,
claims, and other interests, pursuant to Section 363 of the
Bankruptcy Code.

The real estate is located at 6636-6848 F Street in Omaha, Douglas
County, Nebraska.  It consists of approximately 8.591 acres of
land and an industrial manufacturing-warehouse facility.

A hearing will be held tomorrow, May 5, 2005, to consider approval
of the asset sale.

As part of their restructuring efforts, the Debtors have ceased to
utilize the Real Property, and have determined that the sale of
the Real Property is in the best interest of the Debtors, their
creditors, and their estates.

Since November 2004, Keen Realty, LLC has extensively marketed the
Real Property.  Following extensive advertising of the Real
Property, and communication with a number of potential purchasers,
the Debtors received four written offers to purchase some or
all of the Real Property.  The best offer was made by Molinos y
Establecimientos Harineros Bruning S.A.

Pursuant to the Sale Agreement, Molinos has agreed to pay $4
million for the Real Property.  The Sale Agreement provides that
the sale shall be free and clear of all interests except
liens of current real estate taxes and special assessments not yet
due and payable, easements, restrictive covenants, rights-of-way,
use restrictions and other similar restrictions of record,
provided that such liens or restrictions do not, singly or in the
aggregate, materially interfere with the use of the Real Property.

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is a pasta manufacturer in the
United States.  The Company, along with its debtor-affiliates,
filed for chapter 11 protection (Bankr. M.D. Penn. Case No.
04-02817) on May 10, 2004.  Eric L. Brossman, Esq., and Robert
Bein, Esq., at Saul Ewing LLP, in Harrisburg, serve as the
Debtors' local counsel.  Bonnie Steingart, Esq., and Vivek
Melwani, Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP,
represent the Creditors' Committee.  In its latest Form 10-Q for
the period ended June 29, 2002, New World Pasta reported
$445,579,000 in total assets and $451,816,000 in total
liabilities.


NORTEL NETWORKS: Buying PEC Solutions for $448 Million
------------------------------------------------------
Nortel Networks (NYSE:NT) (TSX:NT) disclosed a definitive
agreement that Nortel's U.S. subsidiary, Nortel Networks Inc. --
NNI, will acquire Virginia-based PEC Solutions, Inc.
(NASDAQ:PECS), a leading government IT services firm, and create
U.S.-based Nortel PEC Solutions to provide mission-critical
solutions for U.S. federal, state and local government customers.

NNI will acquire PEC for an estimated US$448 million (net of cash
acquired) through a cash tender offer for all of the outstanding
shares of PEC at US$15.50 per share.  Nortel expects the
acquisition to be earnings per share neutral in 2005 and accretive
thereafter.

"Nortel is playing to win, and the acquisition of PEC is another
example of Nortel's unwavering commitment to strategic business
initiatives in the government, services and security arenas," said
Bill Owens, vice chairman and chief executive officer, Nortel.
"This acquisition will aggressively position Nortel in the U.S.
federal government IT market.  This market is characterized by
consistent and steady growth and presents a significant
opportunity for Nortel, based on expected demand for our specific
technology and services capabilities in this market."

PEC, founded in 1985 and based in Fairfax, Virginia, works with
homeland security, law enforcement, intelligence, defense and
civilian agencies across the entire scope of the U.S. federal
government to solve the United States' most formidable technology
challenges.

The acquisition of PEC is expected to provide the 'accelerator'
for Nortel to compete more fully and completely in the government
market.  Nortel PEC Solutions will combine PEC's high-end
professional services and Nortel's technology solutions to bring
greater value - including a strong combined security offering - to
existing partners, new partners, and customers in the U.S.
government market.

"We expect growing demand in the government market for our
portfolio of converged network solutions - Nortel's core
competencies," said Chuck Saffell, president, Federal Network
Solutions, Nortel.  "Linked with PEC's strong and proven track
record of over 20 years of delivering differentiating solutions
and strong program management, Nortel PEC Solutions will be a
winning combination for the U.S government customers we serve."

With approximately 1,700 employees, PEC has 30 program offices in
the U.S. in nine states and the District of Columbia.  PEC's
customer base includes:

      * the U.S. Secret Service,

      * U.S. Coast Guard,

      * Office of the Chief Information Officer for Homeland
        Security,

      * the Transportation Security Administration -- TSA,

      * Immigration and Customs Enforcement,

      * the Department of Justice,

      * Federal Bureau of Investigation,

      * the U.S. Marshall Service,

      * the Department of Defense,

      * the U.S. Postal Service, and

      * the Department of Veteran Affairs.

"This acquisition is the realization of a vision we had for PEC
when we started the company 20 years ago," said David C.
Karlgaard, Ph.D., chief executive officer, PEC.  "This move will
equip our portfolio of capabilities with complementary world-class
technology and global service delivery reach while preserving the
best of the PEC experience for our customers.  Going forward, the
Nortel PEC Solutions brand will continue to be known for the
values that differentiate our business: intense client-focus and
superior performance."

Upon completion of the transaction, expected in June 2005, PEC
will be aligned with Nortel Federal Network Solutions to create
Nortel PEC Solutions.  Saffell will continue to lead Nortel's
federal business.  Nortel PEC Solutions will continue to be
headquartered in Fairfax, Virginia.  PEC Chief Executive Officer
David C. Karlgaard, Ph.D., PEC President Paul G. Rice, and PEC
Chief Operating Officer Alan H. Harbitter, Ph.D. all will remain
on the senior executive leadership team.

                       Terms and Conditions

The merger agreement provides for Nortel to acquire PEC in a two-
step transaction in which a cash tender offer will be made for all
outstanding shares of PEC common stock at a price of US$15.50 per
share, representing a premium of approximately 28 percent for
PEC's stockholders based on the 30-day trailing average share
price of PEC on the NASDAQ National Market for the period ending
on April 25, 2005.

The tender offer will be followed by a merger in which the holders
of the remaining outstanding shares of PEC common stock will also
receive US$15.50 per share in cash, without interest. Consummation
of the transaction is subject to certain conditions, including the
tender of a specified number of the shares of PEC, receipt of
regulatory approvals, and other customary conditions.

Certain of PEC stockholders, who collectively beneficially own
approximately 53 percent of the fully diluted shares outstanding
of PEC, have entered into certain agreements in connection with
the merger agreement, including commitments to tender shares in
the offer.  In addition, these stockholders granted Nortel an
option exercisable under certain circumstances to purchase a
number of their shares representing 35 percent of the outstanding
shares of PEC.

The tender offer is expected to close in late May, unless
extended.

The agreement has been unanimously approved by the boards of
directors of Nortel and PEC.  BB&T Capital Markets and Windsor
Group acted as financial advisor to Nortel for this transaction
and JP Morgan represented PEC.

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.


NORTHWEST AIRLINES: Widening Losses Cue S&P to Watch Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Northwest
Airlines Corp. (B/Watch Neg/B-3) and Northwest Airlines Inc.
(B/Watch Neg/--) on CreditWatch with negative implications.
'AAA'-rated bond-insured debt issues were not included in the
review.  Eagan, Minnesotta-based Northwest is the fourth-largest
U.S. airline and has about $14 billion of lease-adjusted total
debt, of which about $9.1 billion is rated.

"The CreditWatch review reflects concerns about Northwest's
widening losses, its inability thus far to secure needed labor
cost-cutting concessions, and substantial upcoming debt and
pension obligations," said Standard & Poor's credit analyst Philip
Baggaley.  "Northwest reported a substantial first-quarter 2005
net loss of $440 million, due mostly to higher fuel prices and
weaker pricing in the domestic market, and has so far obtained
only $300 million of a total $1.1 billion in annual labor
concessions being sought," the credit analyst continued.  The
CreditWatch review was not linked to today's announcement by
Northwest of a change in its chief financial officer position.
Following concessionary labor agreements at other large U.S.
airlines, Northwest now has the highest labor costs in the
industry.  In March 2005, management raised its target labor cost
savings to $1.1 billion, plus a request that existing defined
benefit plans be frozen as part of a transition to defined
contribution plans.  The pilot union has agreed to partial,
interim annual concessions, but other unions remain in
negotiations and do not appear to be close to agreements.
Northwest continues to maintain satisfactory cash balances ($2.1
billion unrestricted cash at March 31, 2005), but this amount has
declined and will fall further by year-end, absent new financing
activity, asset sales, or a material improvement in internal cash
generation.

Standard & Poor's will review management's plans to improve
operating performance and maintain liquidity, and will consider
also prospects for labor cost reductions to resolve the
CreditWatch.  Some ratings on Northwest Airlines Inc. aircraft-
backed debt were recently lowered as the result of an industrywide
review of such obligations, but that review addressed only the
relationship of ratings on individual debt issues to the corporate
credit rating of affected airlines.  Accordingly, any lowering of
the corporate credit rating of Northwest Airlines Inc. would most
likely lead to parallel downgrades of Northwest aircraft-backed
debt.


NORTH AMERICAN: New CFO, Auditors Raise Doubts & Talking to Lender
------------------------------------------------------------------
North American Technologies Group, Inc. (Nasdaq: NATKC) appointed
Joe B. Dorman as its new Chief Financial Officer.  Mr. Dorman is
both a certified public accountant and an attorney.  He has been
serving as local counsel for BancLeasing, Inc., since 2001 and
prior to that time was chief financial officer and general counsel
to that company's predecessor.  "We are extremely happy to have
Mr. Dorman as our new chief financial officer," said Henry
Sullivan, chief executive officer.  "His dual expertise in
accounting and law will be particularly helpful as the Company
strives to meet the challenges ahead."

                      Going Concern Doubt

Because the Company indicated that its cash needs for the
remainder of 2005 will exceed its available cash and sources of
financing, Ham Langston & Brezina, LLP, the Company's certified
public accountants, has included a going concern qualification to
their opinion regarding the Company's financial statements for the
year ended December 31, 2004.  In recent years, the Company has
incurred losses from operations and has an accumulated deficit of
$73,558,395 as of December 31, 2004.  The Company has negative
cash flows from operations of $10,338,309 and $2,133,663 for the
years ended December 31, 2004 and 2003 respectively.  In addition,
debt service and working capital requirements for the upcoming
year reach beyond current cash balances.

The Company's management said it plans to attempt to restructure
its existing debt in the near future and to raise additional
amounts of capital and add production lines to its Marshall, Texas
facility.

"There can be no assurances that the Company's planned activities
will be successful, or that the Company will ultimately attain
profitability," NATK stated in its Annual Report.  "The Company's
long term viability depends on its ability to obtain adequate
sources of debt or equity funding to meet current commitments and
fund the continuation of its business operations and the ability
of the company to ultimately achieve adequate profitability and
cash flows from operations to sustain its operations."

                          Lender Talks

The Company is currently in discussions with its senior secured
lender, Opus 5949 LLC, and the Company's major shareholders to
provide additional sources of financing to support optimization of
the Company's existing production lines.

                     Nasdaq Delisting Notice

On April 22, 2005, the Company received notice from the Staff of
the Nasdaq Stock Market that the Company is no longer in
compliance with the shareholders' equity/market value of listed
securities/net income requirement set forth in Nasdaq Marketplace
Rule 4310(c)(2) or the audit committee composition requirements
set forth in Nasdaq Marketplace Rule 4350-1(d)(2)(c).  The Nasdaq
Listing Qualifications Panel will consider these issues in
determining whether continued listing of the Company's common
stock on the Nasdaq SmallCap Market is appropriate and may choose
to delist the Company's common stock.

North American Technologies Group, Inc., through its TieTek
subsidiary, has patented technology which utilizes recycled
plastics, tires and other raw materials to produce railroad ties
that are an alternative to wood ties.


OMEGA HEALTHCARE: Earns $9.3 Million of Net Income in First Qtr.
----------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) reported its results
of operations for the quarter ended March 31, 2005.  The Company
also reported Funds From Operations available to common
stockholders for the three months ended March 31, 2005 of
$12 million.  The $12.0 million of FFO available to common
stockholders for the quarter includes the impact of a $3.7 million
non-cash provision for impairment charge and $0.3 million of non-
cash restricted stock amortization expense offset by one-time
interest revenue of $3.1 million.  FFO is presented in accordance
with the guidelines for the calculation and reporting of FFO
issued by the National Association of Real Estate Investment
Trusts.  Adjusted FFO, which excludes the impact of the non-cash
charge and the one-time revenue for the three months ended
March 31, 2005.

                       GAAP Net Income

For the three months ended March 31, 2005, the Company reported a
$9.3 million net income, compared to a $10.3 million net loss for
the same period in 2004.  The Company reported net income
available to common stockholders of $5.7 million and operating
revenues of $28.6 million for the three months ended March 31,
2005.  This compares to a net loss available to common
stockholders of $53.7 million or a loss of $1.30 per diluted
common share, and operating revenues of
$21.2 million for the same period in 2004.

               First Quarter 2005 Highlights

   -- Acquired approximately $58 million of net new investments
      yielding over 10%.

   -- Sold three facilities for $6.1 million of cash proceeds.

   -- Scheduled the May 2, 2005 redemption of the 8.625% Series B
      preferred stock.

   -- Increased the common dividend per share from $0.20 to $0.21.

   -- Amended the $200 million revolving credit facility to reduce
      the interest rate on outstanding facility borrowings by 50
      basis points.

                  First Quarter 2005 Results

Operating Revenues and Expenses

Operating revenues for the three months ended March 31, 2005 were
$28.6 million. Operating expenses for the three months ended March
31, 2005 totaled $12.0 million, comprised of $6.2 million of
depreciation and amortization expense, $1.8 million of general,
administrative and legal expenses, a provision for impairment
charge of $3.7 million and $0.3 million of restricted stock
amortization. The $3.7 million provision for impairment charge was
recorded to reduce the carrying value of two facilities, currently
in the process of being re-leased or potentially closed, to their
estimated fair value. The facilities are actively being marketed
for re-lease or sale; however, there can be no assurance if, or
when, such re-lease or sale will be completed.

Other Expenses

Interest expense for the quarter was $6.8 million and non-cash
interest expense totaled $0.5 million.

Funds From Operations

For the three months ended March 31, 2005, reportable FFO
available to common stockholders was $12.0 million, or $0.23 per
common share, compared to a deficit of $48.2 million, or a deficit
of $1.16 per common share, for the same period in 2004.  The $12.0
million of FFO for the quarter includes the impact of:

      i) $3.7 million of non-cash impairment charges;

     ii) $0.3 million of non-cash restricted stock amortization
         associated with the Company's issuance of restricted
         stock grants to executive officers during 2004; and

    iii) $3.1 million of one-time interest revenue associated with
         a payoff of a mortgage during the quarter.

However, when excluding the impairment charge, restricted stock
amortization expense and one-time revenue described above in 2005
as well as certain non-recurring revenue and expense items in
2004, adjusted FFO was $13.0 million, or $0.25 per common share,
compared to $9.4 million, or $0.22 per common share, for the same
period in 2004. For further information, see the attached "Funds
From Operations" schedule and notes.

                          Asset Sales

During the three months ended March 31, 2005, the Company sold
three facilities, located in Florida and California, for their
approximate net book value realizing cash proceeds of
approximately $6.1 million, net of closing costs and other
expenses.

                    Portfolio Developments

Essex Healthcare Corporation

On January 13, 2005, the Company closed on approximately
$58 million of net new investments as a result of the exercise by
American Health Care Centers of a put agreement with the Company
for the purchase of 13 skilled nursing facilities. The gross
purchase price of approximately $79 million was offset by a
purchase option of approximately $7 million and approximately $14
million in mortgage loans the Company had outstanding with
American and its affiliates.

The 13 properties, all located in Ohio, will continue to be leased
by Essex Healthcare Corporation. The master lease and related
agreements expire in approximately six years.

Mariner Health Care, Inc.

On February 1, 2005, Mariner Health Care, Inc., exercised its
right to prepay in full the $59.7 million aggregate principal
amount owed to the Company under a promissory note secured by a
mortgage with an interest rate of 11.57%, together with the
required prepayment premium of 3% of the outstanding principal
balance and all accrued and unpaid interest. In addition, pursuant
to certain provisions contained in the promissory note, Mariner
paid the Company an amendment fee owed for the period ending on
February 1, 2005.

Claremont Health Care Holdings, Inc.

Effective January 1, 2005, the Company re-leased one SNF formerly
leased to Claremont Health Care Holdings, Inc., located in New
Hampshire and representing 68 beds to an existing operator. This
facility was added to an existing Master Lease which expires on
December 31, 2013, followed by two 10-year renewal options.

                           Dividends

Common Dividends

On April 19, 2005, the Company's Board of Directors announced a
common stock dividend of $0.21 per share to be paid May 16, 2005
to common stockholders of record on May 2, 2005. At the date of
this release, the Company had approximately 51 million outstanding
common shares.

Series D Preferred Dividends

On March 15, 2005, the Company's Board of Directors declared the
regular quarterly dividends for its 8.375% Series D Cumulative
Redeemable Preferred Stock to stockholders of record on May 2,
2005. The stockholders of record of the Series D Preferred Stock
on May 2, 2005 will be paid dividends in the amount of $0.52344
per preferred share on May 16, 2005. The liquidation preference
for the Company's Series D Preferred Stock is $25.00 per share.
Regular quarterly preferred dividends for the Series D Preferred
Stock represent dividends for the period February 1, 2005 through
April 30, 2005.

              Series B Preferred Stock Redemption and
                        Quarterly Dividends

As previously announced on March 15, 2005, the Company's Board of
Directors authorized the redemption of all outstanding shares of
the Company's Series B Preferred Stock, and declared dividends for
the Series B Preferred Stock to stockholders of record on May 2,
2005.  The stockholders of record of the Series B Preferred Stock
on May 2, 2005 will be paid dividends in the amount of $0.55104
per preferred share. The Series B Preferred Stock dividends
include regular quarterly dividends for the period February 1,
2005 through April 30, 2005, plus two additional days of accrued
dividends through and including May 2, 2005. The Company expects
the Series B Preferred Stock to be redeemed on May 2, 2005 for
$25.00 per share, plus $0.55104 per share in accrued and unpaid
dividends through the redemption date, for an aggregate redemption
price of $25.55104 per share. On and after the redemption date,
dividends on the shares of Series B Preferred Stock will cease to
accrue, the Series B Preferred Stock will cease to be outstanding,
and holders of the Series B Preferred Stock will have only the
right to receive the redemption price.

The notice of redemption and related materials was mailed to the
holders of the Series B Preferred Stock on or about April 1, 2005.
EquiServe Trust Company, located at 66 Brooks Drive, Braintree, MA
02184, will act as the Company's redemption and paying agent. On
or before the redemption date, the Company will deposit with
EquiServe the aggregate redemption price to be held in trust for
the benefit of the holders of the Series B Preferred Stock.
Holders of the Series B Preferred Stock who hold shares through
the Depository Trust Company will have their shares of the Series
B Preferred Stock redeemed in accordance with the Depository Trust
Company's procedures.

In connection with the redemption of the Series B Preferred Stock,
Omega's second quarter 2005 results will reflect a non-recurring
reduction in net income attributable to common shareholders of
approximately $2.0 million or approximately $0.04 per common
share. This reduction will be taken in accordance with the
Securities and Exchange Commission's Interpretation of FASB-EITF
Topic D-42 ("The Effect on the Calculation of Earnings per Share
for the Redemption or Induced Conversion of Preferred Stock"),
issued on July 31, 2003. Under this interpretation, all costs
associated with the original issuance of the Series B Preferred
Stock will be recorded as a reduction of net income attributable
to common stockholders.

               2005 Adjusted FFO Guidance Affirmed

The Company affirmed its 2005 adjusted FFO available to common
stockholders to be between $1.00 and $1.02 per common share.

The Company's adjusted FFO guidance (and related GAAP earnings
projections) for 2005 excludes the future impacts of gains and
losses on the sales of assets, additional divestitures, certain
one-time revenue and expense items, capital transactions, and
restricted stock amortization expense.

Reconciliation of the adjusted 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 FFO guidance, but it is not obligated to do so.

The Company's adjusted FFO guidance is based on a number of
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.

                        Annual Meeting

As previously announced, the Company's 2005 Annual Meeting of
Stockholders will be held on Thursday, May 26, 2005, at 10:00
a.m., EDT, at the Holiday Inn Select, Baltimore-North, 2004
Greenspring Drive, Timonium, Maryland.  Stockholders of record as
of the close of business on April 22, 2005 will be entitled to
receive notice of and to participate at the 2005 Annual Meeting of
Stockholders.

Omega Healthcare Investors, Inc. (NYSE:OHI) is a Real Estate
Investment Trust investing in and providing financing to the long-
term care industry.  At March 31, 2005, the Company owned or held
mortgages on 213 skilled nursing and assisted living facilities
with approximately 21,921 beds located in 28 states and operated
by 39 third-party healthcare operating companies.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2004,
Fitch Ratings published a credit analysis report on Omega
Healthcare Investors, Inc., providing insight into Fitch's
rationale for its ratings of:

   -- $300 million of outstanding senior unsecured notes 'BB';
   -- $168 million of preferred stock 'B'.

Fitch said the rating outlook is stable.


OPTINREALBIG.COM: Taps Goodman & Richter as Special Counsel
-----------------------------------------------------------
OptinRealBig.com, LLC, sought and obtained permission from the
U.S. Bankruptcy Court for the District of Colorado, to employ
Goodman & Richter, LLP as its special counsel.

Goodman & Richter will:

    (1) perform routine corporate matters, including:

         * negotiation and preparation of routine contractual
           agreements,

         * preparation of board and committee minutes,

         * preparation of employee benefit plans,

         * preparation of press releases, and

         * other public disclosures and other routine matters in
           the firms capacity as special counsel to the Debtor;
           and

    (2) continue prosecution of any litigation which the firm is
        currently pursuing on the Debtor's behalf, to the extent
        that such litigation is not subject to the automatic stay
        or for which relief from the stay is granted.

The Debtor tells the court that it paid the firm a $100,000
retainer.

Headquartered in Westminster, Colorado, OptinRealBig.com, LLC, is
an e-mail marketing company.  The Company filed for chapter 11
protection on March 25, 2005 (Bankr. D. Colo. Case No. 05-16304).
When the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $50 million to $100 million.


OPTINREALBIG.COM: U.S. Trustee Wants Goodman's Engagement Reviewed
------------------------------------------------------------------
Charles F. McVay, the United States Trustee for Region 19, asks
the U.S. Bankruptcy Court for the District of Colorado, to amend
its April 12, 2005, order approving OptinRealBig.com, LLC's
application to employ Goodman & Richter, LLP as its special
counsel.

The U.S. Trustee complains that:

    (1) The application discloses, and the Court's April 12, 2005,
        order inferentially approved, the $100,000 retainer to be
        paid Goodman & Richter, LLP.

    (2) The application does not adequately discuss possible
        "adverse interests" held by Goodman & Richter.  The
        application does disclose that Steven Richter, Esq., the
        partner in charge of this engagement, is the father of
        Scott Richter, the Debtor's president.  Moreover, Scott
        Richter's pending bankruptcy case, Case No. 05-16304, is
        not disclosed.

    (3) The Application does not adequately disclose basic details
        about the representation such as the billing rates that
        Goodman's professionals charge or even Goodman's address.

    (4) The Debtor's mailing list for the application consists of
        110 addresses.  Of these, 42 are foreign addresses.  The
        United States Postal Service's Web site estimates that an
        airmail letter to most foreign destinations takes four to
        seven days to be delivered.  Based upon this estimate, it
        is likely that some of these foreign creditors may not
        have even received the application until April 6 which
        would not have given them much time to react to the
        Application before the Court's order was entered.

    (5) The scope of the tasks that Goodman are to do under the
        Application is quite broad.  The itemized tasks include
        many functions which might better be done by a different
        type of professional, e.g., drafting press releases,
        preparing employee benefit programs and "other routine
        matters."  The "Code contemplates that the special tasks
        for which employment of special counsel is sought be
        clearly demarked in the employment application so that the
        Court can determine whether the proposed attorney is
        conflicted and whether the services are indeed special
        tasks," the U.S. Trustee says.

The Trustee wants the court to amend is order to:

    (1) provisionally grant the Application;

    (2) require that the Application be amended to provide more
        disclosure about the Goodman firm and the specific
        "special tasks" for which the firm is being hired and a
        copy of the retainer agreement;

    (3) require that the Application, as amended, be sent out on
        notice pursuant to LBR 202; and

    (4) that the Rule 202 notice be served, to the extent
        possible, on foreign creditors by fax, email, telex or
        similar electronic means, and that the notice allow
        sufficient time for these foreign creditors to receive
        notice and obtain American counsel, if they desire to do
        so.

Headquartered in Westminster, Colorado, OptinRealBig.com, LLC, is
an e-mail marketing company.  The Company filed for chapter 11
protection on March 25, 2005 (Bankr. D. Colo. Case No. 05-16304).
When the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $50 million to $100 million.


PAXSON COMMS: Receives Delaware Court Ruling on NBC's Pref. Stock
-----------------------------------------------------------------
Paxson Communications Corporation (AMEX:PAX) received the
memorandum opinion of the court in the suit filed against the
Company in the Delaware Court of Chancery by NBC Universal, Inc.,
a subsidiary of General Electric Company, on Apr. 29, 2005.  As
previously disclosed, in August 2004, NBC filed a complaint
against Paxson seeking a declaratory ruling as to the meaning of
the terms "Cost of Capital Dividend Rate" and "independent"
investment bank as used in the certificate of designation of
Paxson's Series B preferred stock held by NBC.  Paxson engaged
CIBC World Markets Corp. to determine the adjusted dividend rate
of the Series B preferred stock as of Sept. 15, 2004, the fifth
anniversary of the original issue date of the Series B preferred
stock.  On Sept. 15, 2004, the annual rate at which dividends
accrue on the Series B preferred stock was reset from 8% to 16.2%.

In October 2004, Paxson filed a counterclaim seeking a declaratory
ruling that it was not obligated to redeem, and would not be in
default under the terms of the agreement under which NBC made its
initial $415 million investment in Paxson if it did not redeem,
the Series B preferred stock on or before November 13, 2004, the
one year anniversary of the date on which NBC delivered a notice
of demand for redemption of the Series B preferred stock.  Paxson
and NBC each moved for summary judgment or judgment on the
pleadings on all issues, and the court heard oral argument on the
parties' motions on February 14, 2005.

The court held that the dividend rate on Paxson's Series B
preferred stock should be reset to 28.3% per annum as of Sept. 15,
2004.  The adjusted dividend rate continues to apply only to the
original issue price of $415 million of the Series B preferred
stock, and not to accumulated and unpaid dividends, the amount of
which as of December 31, 2004, would increase from $185.7 million
to $200.5 million.

The court ruled in Paxson's favor as to the independence of CIBC
World Markets Corp. and certain interpretive issues relating to
the dividend rate reset, and denied the motions by both NBC and
Paxson for judgment on the pleadings and NBC's alternative motion
for summary judgment as to whether Paxson has an obligation to
redeem the Series B preferred stock held by NBC based on NBC's
demand for redemption.

Paxson has been advised by its legal counsel that because the
litigation regarding whether Paxson has an obligation to redeem
the Series B preferred stock held by NBC is still pending, absent
certain certifications by the court, the court's decision
regarding the dividend rate reset is not final.  Paxson is
evaluating the court's memorandum opinion and the alternatives
which may be available to the Company, including its rights of
appeal.

Paxson Communications Corporation -- http://www.pax.tv/-- owns
and operates the nation's largest broadcast television
distribution system.  Paxson reaches 87% of U.S. television
households via nationwide broadcast television, cable and
satellite distribution systems.

                         *      *      *

As reported in the Troubled Company Reporter on Apr. 19, 2005,
Moody's Investors Service affirmed the ratings of Paxson
Communications Corporation, including the B2 senior implied and
SGL-3 rating, and changed the outlook to negative.

The ratings continue to reflect the risks posed by Paxson's
unsustainable capital structure, the company's inability to create
compelling programming to distribute over its valuable portfolio
of station assets, and the resulting continued deterioration in
operating performance.  The change in the outlook to negative
incorporates the execution risk of the company's recently
announced change in operating strategy from one dependent on
cash-consumptive ratings based programming to one based on non-
rated spot advertisements.  The negative outlook also reflects
Moody's expectation that while Paxson's operating performance is
likely to improve in the intermediate term as cost reductions are
realized (primarily JSA terminations, cash programming costs, and
commissions), Moody's believes that the company will continue to
burn cash in the near term.

Moody's affirmed these ratings:

     (i) B1 rating on the $365 million Senior Secured Floating
         Rate Notes due January 2010,

    (ii) Caa1 rating on the $639 million of senior subordinated
         notes,

   (iii) Caa2 rating on the $471 million of cumulative
         exchangeable junior preferred stock,

    (iv) B2 senior implied rating, and

     (v) B3 senior unsecured issuer rating.

In addition, Moody's affirmed Paxson's speculative grade liquidity
rating of SGL-3.

Moody's said the rating outlook is now negative.


PONDEROSA PINE: Wants Brazos Electric Barred from Pursuing Claims
-----------------------------------------------------------------
Ponderosa Pine Energy, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey to enjoin Brazos
Electric Power Cooperative, Inc., from pursuing claims against
Delta Power Company, LLC, KBC Bank N.V., and CoBank, ACB.

Brazos Electric commenced a state court action in the District
Court of Johnson County, Texas, 249th Judicial District, against
Ponderosa Pine Energy, L.L.C., et al., (Case No. C-2002-00267) in
2004.  Brazos Electric alleged business tort and fraud claims
against Delta Power and all of the Debtors, excluding Ponderosa.

The Debtors, specifically, ask for:

   -- injunctive relief pursuant to Sec. 105 of the Bankruptcy
      Code, enjoining Brazos from pursuing the Johnson County
      Litigation as to Delta Power and the Lenders;

   -- injunctive relief pending confirmation of the Debtors' plan
      with regards to Brazos' claims against Delta Power;

   -- preliminary and permanent injunctive relief;

   -- extension of the stay provided by Sections 362(a)(1) and
      105(a) of the Bankruptcy Code.

                 Parties' Business Relationships

Ponderosa engaged in the production of wholesale electric power at
its cogeneration plant located in Cleburne, Texas, which produces
electric energy and distilled water (a form of useful thermal
energy).

Brazos is the sole purchaser of energy from the Cleburne Project
pursuant to a Power Purchase Agreement with Ponderosa dated
November 1, 1993.

Delta Power owns 100% of the membership interests of Debtor DPC
Ponderosa L.L.C., and is thus the Debtors' ultimate parent.  The
Debtors' senior executives are also Delta Power's senior
executives.

KBC is a foreign banking entity and the lead member of a bank
group that made loans to Debtor Ponderosa Pine Energy, L.L.C. in
the original aggregate principal amount of approximately
$220 million in connection with the Cleburne Project.

CoBank is a banking institution and a lender in connection with
the KBC Loan.

The Lenders assert rights of indemnification against Ponderosa
Pine pursuant to an Amended and Restated Loan Agreement dated as
of June 21, 2002.

                     Power Purchase Agreement

Pursuant to the Power Purchase Agreement, Brazos is contractually
obligated to purchase substantially all of the electric energy
produced by the Cogeneration Plant for a period of 23 years.  The
PPA, Ponderosa's primary financial asset, is the source of
substantially all of Ponderosa's revenues.  The other Debtors,
which hold direct and indirect equity interests in Ponderosa, do
not generate any independent revenue.

                             Disputes

During 2001, Brazos commenced arbitration against Ponderosa
alleging claims of breach of the PPA arising from the June 2000
transfer of ownership interests in the Cleburne Project and claims
of earlier breaches relating to operations issues.  On June 14,
2004, Brazos commenced the Johnson County Litigation.

The Johnson County Litigation is scheduled for trial commencing on
June 6, 2005 and running through September 2005.

                "Impairment to Debtors' Assets"

Sharon L. Levine, Esq., at Lowenstein Sandler PC, in Roseland, New
Jersey, argues that the Debtors will face significant impairment
of their assets if the Johnson County Litigation proceeds against
Delta Power, KBC Bank and CoBank.

Because the factual and legal allegations are so intermingled, an
adverse decision as to Delta Power may preclude consideration of
core bankruptcy issues and claims affecting the Debtors' estates
by the Bankruptcy Court, Ms. Levine adds.

According to Ms. Levine, the Lenders assert and facially appear to
have indemnification claims against the Debtors.  Ms. Levine
insists that the nature of and extent of any indemnification
claims against one or more of the Debtors' estates should be
decided by the Bankruptcy Court.

The key executives of Delta Power are also the key executives of
the Debtors and these executives need to focus their attention on
the Debtors' bankruptcy estates and should not be diverted by
expensive and time consuming litigation in another forum, Ms.
Levine asserts.

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D.N.J.
Case No. 05-22068).  Mary E. Seymour, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC represent the Debtor in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


POPE & TALBOT: Completes $32+ Million Sawmill Purchase from Canfor
------------------------------------------------------------------
Pope & Talbot, Inc. (NYSE:POP) completed the acquisition of the
Fort St. James sawmill with an annual allowable cut of 640,000
cubic meters from the neighboring timber supply area from
Canfor Corporation for Canadian $39 million or approximately US
$32 million, plus the value of certain inventory.

The Fort St. James sawmill, located in the Northern Interior of
British Columbia, has an annual capacity of 250 million board feet
of spruce, pine, fir lumber production.  The Fort St. James
sawmill was constructed in 1969 with its last major rebuild in
1999.

With the addition of Fort St. James, Pope & Talbot's total lumber
production capacity is planned to exceed one billion board feet
annually at five mills and will expand the company's capability to
meet customer needs with a deeper, more diverse product mix.

"The acquisition of the Fort St. James mill is a great strategic
fit for Pope & Talbot," stated Michael Flannery, Chairman and
Chief Executive Officer.  "The mill's production is complementary
to Pope & Talbot's existing lumber mills, its geographic location
in the northern interior of British Columbia diversifies the
Company's resource base, and the associated timber tenures
significantly increases our timber base."

Pope & Talbot -- http://www.poptal.com/-- is a pulp and wood
products company.  The Company is based in Portland, Oregon and
traded on the New York and Pacific stock exchanges under the
symbol POP.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the U.S. and Canada.  Markets
for the Company's products include the U.S., Europe, Canada, South
America, Japan, China, and the other Pacific Rim countries.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2004,
Moody's Investors Service affirmed the Ba2 senior implied, Ba3
issuer and Ba3 senior unsecured ratings of Pope & Talbot, Inc.
The rating outlook continues to be stable.

Ratings Affirmed:

   * Ba3 for the US$75 million of 8.375% debentures and
     US$50.8 million of 8.375% senior notes, both due
     June 1, 2013,

   * Ba2 for Pope & Talbot's senior implied rating, and

   * Ba3 for its senior unsecured issuer rating.

As reported in the Troubled Company Reporter on July 15, 2004,
Standard & Poor's Ratings Services revised its outlook on pulp and
lumber producer, Pope & Talbot, Inc., to stable from negative.
The corporate credit and senior unsecured debt ratings are
affirmed at 'BB'.


POPULAR ABS: Moody's Places Ba2 Rating on Class B-1 Certificates
----------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Popular ABS Mortgage Pass-Through Trust
2005-2, and ratings ranging from Aa2 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by loans originated or acquired by
Equity One, Inc., 70% by fixed rate mortgage loans and 30% by
adjustable rate mortgage loans.  The ratings are based primarily
on the credit quality of the loans, and on the protection from
subordination, overcollateralization and excess spread.  The
credit quality of this pool is similar to the one backing the most
recent Popular ABS 2005-1 transaction.  Moody's expects collateral
losses to range from 4.45% to 4.70%.

Equity One, Inc., will service the loans.  Moody's has assigned
Equity One, Inc., its average servicer quality rating of SQ3 as a
primary servicer of subprime residential mortgage loans.  The
company is headquartered in Marlton, New Jersey and is a wholly
owned subsidiary of Popular North America, Inc.

The complete rating actions are:

         * Class AF-1, rated Aaa
         * Class AF-2, rated Aaa
         * Class AF-3, rated Aaa
         * Class AF-4, rated Aaa
         * Class AF-5, rated Aaa
         * Class AF-6, rated Aaa
         * Class AV-1A, rated Aaa
         * Class AV-1B, rated Aaa
         * Class AV-2, rated Aaa
         * Class M-1, rated Aa2
         * Class M-2, rated A2
         * Class M-3, rated A3
         * Class M-4, rated Baa1
         * Class M-5, rated Baa2
         * Class M-6, rated Baa3
         * Class B-1, rated Ba2


PRIME CAMPUS: Wants to Hire Blosser Appraisal to Appraise Property
------------------------------------------------------------------
Prime Campus Housing, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ Blosser
Appraisal as its appraiser for its real property located in
Lubbock, Texas.

The Debtor explains that it operates a 1,017-bed, co-educational
full-service dormitory known as University Plaza, located at
1001 University Avenue in Lubbock County, Texas.

The Debtor tells the Court that it needs Blosser to assess and
determine the current as-is value of the facility as part of its
reorganization process.  The Debtor indicates it may sell its
assets.

The Debtor relates that it chose Blosser Appraisal because the
firm is highly qualified in appraisal services and it regularly
provides appraisal services to companies and individuals
undergoing bankruptcy proceedings.

Merle Blosser, a Principal at Blosser Appraisal, discloses that
the Firm's compensation for its appraisal services will come from
the Debtor's estate.  Prime Campus has not yet received Blosser
Appraisal's hourly billing rates for its professionals performing
services for the Debtor.

Blosser Appraiser assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Omaha, Nebraska, Prime Campus Housing, LLC,
operates a 1,017-bed coeducational full-service dormitory located
in Lubbock County, Texas.  Prime Campus filed for chapter 11
protection on March 21, 2005 (Bankr. N.D. Tex. Case No. 05-50311).
Joseph F. Postnikoff, Esq., at Goodrich, Postnikoff & Albertson
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed total
assets of $15,963,311.54 and total debts of 11,090,311.54


PRIMUS TELECOM: March 31 Balance Sheet Upside-Down by $145.5 Mil.
-----------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (NASDAQ:PRTL), an
integrated communications services provider, reported its results
for the quarter ended March 31, 2005.

PRIMUS reported first quarter 2005 net revenue of $314 million, as
compared to $348 million in the first quarter 2004.  The Company
reported a net loss for the quarter of $35 million (including a
$3 million net loss from foreign currency transactions and a
$4 million write-down of European wireless handset inventory and
receivables) compared to a net loss of $10 million (including a
$1 million net loss from foreign currency transactions and a
$14 million loss on early extinguishment of debt) in the first
quarter 2004. As a result, the Company reported basic and diluted
loss per common share of ($0.38) for the first quarter 2005, as
compared to basic and diluted loss per common share of ($0.11) in
the year-ago quarter.

Operating results for the first quarter 2005 reflect greater than
expected sequential revenue erosion of approximately $15 million
of the Company's high-margin core long distance and dial-up ISP
businesses. In addition, first quarter operating results were
adversely impacted by a net revenue decline of $23 million in the
Company's European prepaid services business as compared to the
prior quarter. Including the impact of these developments, the
ongoing impact of significant investment in its new initiatives,
and a $4 million charge for the write-down of European wireless
handset inventory and receivables, Adjusted EBITDA for the
quarter, as calculated in the attached schedules, was $6 million.

"We are executing our strategy of offering a broader portfolio of
services, including voice, DSL, wireless and VOIP services to
strengthen our competitive position in our major markets," said K.
Paul Singh, Chairman and Chief Executive Officer of PRIMUS. "Our
major challenge continues to be generating margin contribution
from our new initiatives at rates that exceed the declining
contribution from our core long distance and dial-up ISP
businesses. Growth from our new initiatives, however, is
continuing at anticipated levels."

As of May 2, 2005, PRIMUS reports these growths in its major new
initiatives:

   -- In Australia, PRIMUS now has over 75,000 DSL customers (up
      25% sequentially).  Most of the new broadband customers sign
      a two-year contract term and a majority of them also take a
      bundled local and long distance package. Equally important,
      build-out of  the first phase of the Company's own DSL
      infrastructure over the next several months should permit
      customer migration activity to intensify.

   -- Retail VOIP services, led by the well-recognized LINGO
      brand, have grown to approximately 70,000 customers (up 40%
      sequentially).

   -- In Canada, residential local telephone offering has
      generated approximately 40,000 lines in service (up 60%
      sequentially).  Approximately 90% of the new local customers
      add a bundled long distance offering and generate Average
      Revenue Per User (ARPU) that is substantially higher than
      that of stand-alone long distance subscribers.

The Company believes that continued increases in customer counts
for new products, together with enhanced capability to bundle
products and increase ARPU, are crucial to its strategy.  PRIMUS
will closely monitor the progress of the new initiatives against
the cash investment required under its business models over the
next several quarters, and make refinements as appropriate.  To
reduce impact of faster than expected revenue declines, the
Company expects to implement cost reductions that are targeted to
achieve annualized savings of at least $20 million.  The cost
reduction initiatives will start immediately in an effort to
improve Adjusted EBITDA performance in the second half of 2005.

Prepaid services revenue is expected to decline further in the
second quarter, and with the faster than expected declines in
other core retail businesses, the Company now estimates 2005
annual revenue to be approximately 10% lower than the prior year,
or slightly above
$1.2 billion, assuming constant foreign currency exchange rates.

Based upon results for the first quarter and potential
continuation of similar trends, Adjusted EBITDA for 2005 is now
estimated to be in the range of $35 million to $50 million.
Management's priority is to establish a trajectory to be Free Cash
Flow positive in 2006, through managing profitability from
existing businesses and reducing costs while providing optimal
support to its most promising new initiatives.

               First Quarter 2005 Financial Results

First quarter 2005 revenue was $314 million, down 7% sequentially
from $337 million in the prior quarter and down 10% from $348
million in the first quarter 2004.  "The sequential quarterly
revenue decline was primarily due to a $23 million decline in our
prepaid services revenue in Europe, a $15 million decline in high-
margin core retail revenues, partially offset by $8 million of
growth from our new product initiatives, $3 million of growth in
our wholesale voice business and $4 million from the strengthening
of foreign currencies," stated Thomas R. Kloster, Chief Financial
Officer.

In the year-end 2004 earnings release, the Company had previously
identified the European prepaid services business as a "major
revenue variable."  The revenue decline in the European prepaid
services business was caused mainly by continuing competitive
pressures as well as the effect of a recent United Kingdom court
decision which favored off-shore prepaid services competitors.
Essentially, the court ruling allowed such off-shore competitors
to distribute prepaid services within the United Kingdom without
having to collect a 17.5% value-added-tax (VAT).  With operations
in the United Kingdom, the Company is required to collect VAT, and
as a consequence, the PRIMUS product was not priced competitively.
Thus, prepaid card sales and activations in the United Kingdom
declined substantially, creating a revenue shortfall.  The Company
is in the process of reestablishing its United Kingdom prepaid
services business by becoming a wholesale network services
supplier to off-shore prepaid retail service distributors. Under
such arrangements, the off-shore distributor can sell its prepaid
service products in the United Kingdom without having to collect
VAT. "We expect a further decline in our United Kingdom prepaid
services net revenue in the second quarter as we transition the
business to a wholesale model," Mr. Kloster added.

Net revenue from data/Internet and VOIP services was up 8%
sequentially from the prior quarter to a new record of $70 million
(22% of total net revenue for the quarter) and up 17% from the
first quarter 2004. Revenue remained balanced on a geographic
basis, with 18% coming from the United States, 20% from Canada,
31% from Europe and 31% from Asia-Pacific.  The mix of net revenue
was 80% retail (56% residential and 24% business) and 20% carrier.

Selling, general and administrative (SG&A) expenses for the first
quarter 2005 were $106 million (33.6% of net revenue), as compared
to $104 million (30.8% of net revenue) in the prior quarter and
$94 million (27.1% of net revenue) for the first quarter 2004. The
sequential increase in SG&A was driven largely by increased sales
and marketing expenses and personnel costs to support the
Company's new product initiatives.  These costs were partially
offset by lower distributor commissions related to the decline in
our prepaid services business.

Loss from operations was ($17) million in the first quarter 2005
(including a $4 million write-down of inventory and receivables
related to European wireless handsets), versus breakeven in the
prior quarter (including a $2 million asset impairment write-down)
and $21 million income from operations in the year-ago quarter.
The sequential decline was attributable to a decline in high-
margin core retail revenue, a decline in prepaid services revenue,
the write-down of inventory and receivables related to European
wireless handsets and increased SG&A expenses.

Adjusted EBITDA was $6 million for the first quarter 2005 versus
$25 million in the prior quarter and $44 million in the first
quarter 2004. The $19 million sequential decline in Adjusted
EBITDA is mainly due to lower revenue from our high-margin core
retail businesses, lower revenue from our European prepaid
services, the European wireless handset inventory and receivable
write-down, and higher SG&A expenses.

Interest expense for the first quarter 2005 was $12 million,
roughly flat to the prior quarter and down $3 million from $15
million in the first quarter 2004. The first quarter 2005
reflected interest expense related to a $100 million senior
secured term loan facility which closed on February 18, 2005.

Net loss for the quarter was $35 million (including a $3 million
net loss from foreign currency transactions and a $4 million
European wireless handset inventory and receivables write-down)
compared to a net loss of $2 million (including $13 million in net
gains from foreign currency transactions) in the fourth quarter
2004 and a net loss of ($10) million (including a $1 million net
loss from foreign currency transactions and a $14 million loss on
early extinguishment of debt) in the first quarter of 2004.

Adjusted Net Loss for the first quarter 2005 was a loss of $31
million, as compared to a loss of $13 million in the prior quarter
and income of $6 million for the year-ago quarter.

                   Liquidity and Capital Resources

PRIMUS ended the first quarter 2005 with a cash balance of
$130 million, including $13 million of restricted funds.  During
the quarter, $10 million in cash was used in operating activities.
Capital expenditures for the quarter were $14 million and Free
Cash Flow, as calculated in the attached schedules, was
$25 million.

PRIMUS's long-term debt obligations as of March 31, 2005 were
$656 million, including the new $100 million senior secured term
loan facility.

The Company and/or its subsidiaries will evaluate and determine on
a continuing basis, depending upon market conditions and the
outcome of events described as "forward-looking statements" in
this release and its SEC filings, the most efficient use of the
Company's capital, including investment in the Company's network,
systems, and new product initiatives, purchasing, refinancing,
exchanging or retiring certain of the Company's outstanding debt
securities in privately negotiated transactions, open market
transactions or by other direct or indirect means to the extent
permitted by existing covenants.

PRIMUS Telecommunications Group, Incorporated (NASDAQ:PRTL) is an
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol (VOIP), Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe.  PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 250
points-of-presence (POPs) throughout the world, ownership
interests in undersea fiber optic cable systems, 18 carrier-grade
international gateway and domestic switches, and a variety of
operating relationships that allow it to deliver traffic
worldwide. Founded in 1994, PRIMUS is based in McLean, Virginia.

At March 31, 2005, PRIMUS Telecommunications' balance sheet showed
a $145,494,000 stockholders' deficit.


QUEENS SEAPORT: List of 20 Largest Unsecured Creditors
------------------------------------------------------
Queen's Seaport Development, Inc. released a list of its 20
Largest Unsecured Creditor:

Entity                       Nature Of Claim       Claim Amount
------                       ---------------       ------------
Raymond S. Kaplan, Esq.      Trade Debt                $137,755
1901 Avenue Of The Stars,
Suite 1551
Los Angeles, CA 90067

GIBS, Inc.                   Trade Debt                 $80,000
231 Windsor Way
Long Beach, CA 90802

Newco Pty Ltd., LLC          Trade Debt                 $55,000
36 Lakeview Cir
Palm Springs, CA 92264

Southern California Edison   Trade Debt                 $39,634
1327 South Grand Ave
Santa Ana, CA 92711

Kovaleff Mechanical          Trade Debt                 $14,000
20114 State Rd
Cerritos, CA 90703

Holmes & Associates          Trade Debt                 $13,000
400 Oceangate, Ste 550
Long Beach, CA 90802

Windes & McLaughrey          Trade Debt                 $11,243
Landmark Square
111 W Ocean Blvd, 22nd Flr.
Long Beach, CA 90802

Zambelli Fireworks           Trade Debt                  $8,900
PO Box 989
Shafter, CA 92363

Sunnycrest, Inc.             Trade Debt                  $6,425
8 Corporate Park, Ste 300
Irvine, CA 92606

Daley & Heft                 Trade Debt                  $4,931
462 Stevens Ave., Ste 201
Solana Beach, CA 92075

Gage & Babcock               Trade Debt                  $4,455
PO Box 17501
Baltimore, MD 21297

State Fund                   Trade Debt                  $4,000
PO Box 7980
San Francisco, CA 94120

Bojorquez & Assoc            Trade Debt                  $2,145
18242 McDurmott West, Ste E
Irvine, CA 92614

Portosan                     Trade Debt                  $1,863
4511 N Rowland Ave
El Monte, CA 91734

Sentry Controls              Trade Debt                  $1,789
9842 Glenoaks Blvd
Sun Valley, CA 91352

SMG/Long Bech Convention     Trade Debt                  $1,400
& Ent Ctr
300 Ocean Blvd
Long Beach, CA 90802

Digital Printing             Trade Debt                  $1,041
777 N Georgia Ave
Azusa, CA 97102

Nastee Shirts                Trade Debt                    $811
PO Box 142
Twins Peak, CA 92391

Sunbelt Rentals              Trade Debt                    $455
PO Box 409211
Atlanta, GA 30384

J&L Printing                 Trade Debt                    $455
1500 South Sunkis, #I&J
Anaheim, CA 92806

Headquartered in Long Beach, California, Queen's Seaport
Development, Inc., -- http://www.queenmary.com/-- operates the
Queen Mary ocean liner, various attractions and a hotel.  The
Company filed for chapter 11 protection on March 15, 2005 (Bankr.
C.D. Calif. Case No. 05-15175).  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


QWEST COMMS: Good Business Profile Cues S&P to Remove CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed and removed its
ratings on telephone company Qwest Communications International
Inc. and its subsidiaries from Credit Watch, including the 'BB-'
corporate credit rating.  The ratings had been placed on watch
with negative implications on Feb. 25, 2005, following the
company's bid for MCI Inc.  On May 2, Qwest announced that it
would no longer pursue MCI, given Verizon Communications Inc.'s
most recent bid for the company and MCI's acceptance of this
offer.  The outlook is developing, which was the outlook prior to
the MCI bidding contest.

"The ratings reflect the relatively good overall business risk
profile of Qwest's increasingly challenged, but still well
positioned, local exchange business," said Standard & Poor's
credit analyst Catherine Cosentino.  However, this is tempered by
the company's lack of a national wireless presence in contrast to
the other regional Bell operating companies (RBOCs) and by a
leveraged financial profile--largely a legacy of cash drain from
the classic Qwest long-distance business.

Qwest is the smallest of the four RBOCs, with its local telephone
business, composed of 15.3 million access lines in the West and
Northwest U.S., spanning 14 states.  Qwest, along with the other
RBOCs, has been subject to retail and wholesale access line
losses, with resulting retail access-line losses of 6% and overall
access-line losses of 4.2% for 2004.  However, the company still
has the lion's share of the market and continues to generate
fairly stable levels of operating cash flows from this business.

Moreover, like the other RBOCs, Qwest is aggressively marketing
long-distance and high-speed digital subscriber line (DSL) data
services to both consumers and businesses in order to improve
overall revenues per customer.  To this end, the company has
improved its DSL availability and reach to nearly 70% of its
entire footprint.

Qwest's out-of-region long-distance business has been subject to
substantial price erosion because of competition in this market,
especially from larger carriers, such as AT&T Corp. and MCI.  This
business also has been saddled with a high cost base, primarily
because of minimum service commitments to other carriers for
business that has failed to materialize.

While Qwest has been able to renegotiate a fair amount of these
requirements, as of Dec. 31, 2004, these remaining commitments
totaled about $2.7 billion.  Continued network grooming and
reduction of overhead are expected to contribute to an eventual
net breakeven position in free cash flow for this business over
the next few years.  This, in turn, should contribute to Qwest's
ability to achieve improved overall EBITDA margins.


RADVIEW SOFTWARE: Mar. 31 Balance Sheet Upside-Down by $797,000
---------------------------------------------------------------
RadView Software Ltd. (OTCBB: RDVWF), a premier provider of
solutions for verifying the performance, scalability and integrity
of business critical Web applications, reported financial results
for the first quarter ended March 31, 2005.

Revenues for the first quarter of 2005 were $1,507,000, an
increase of 54% compared to revenues of $980,000 for the first
quarter of 2004.  The Company's net loss for the first quarter of
2005 was $743,000, compared to a net loss of $1,151,000, for the
first quarter of 2004.

"We are pleased with the results of the first quarter of 2005,"
said Ilan Kinreich, President and CEO of RadView.  "Revenues have
shown sequential and year-over-year growth through increased
software license revenues driven by technology license
arrangements and strong sales performance in all our geographies.
We are encouraged by the improvements in our EMEA and Asia-Pacific
regions and have also benefited from increases in both the average
deal size and the channel contribution."

                        About the Company

RadView(TM) Software Ltd. (OTCBB: RDVWF) --
http://www.radview.com/-- is a leading provider of solutions for
verifying the performance, scalability and integrity of business-
critical Web applications.  Deployed at over 1,550 customers
worldwide from major industries such as financial services,
retail, manufacturing, education and technology, RadView's award-
winning products enable customers to reduce costs while improving
the quality of their Web applications throughout the development
lifecycle. Corporate offices are located in Burlington,
Massachusetts.

At Mar. 31, 2005, RadView Software Ltd.'s balance sheet showed a
$797,000 stockholders' deficit, compared to a $84,000 deficit at
Dec. 31, 2004.


RAMP SERIES 2005-SL1: Moody's Rates Classes B-1 & B-2 at Low-B
--------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by RAMP Series 2005-SL1 Trust, and ratings
ranging from Aa2 to B2 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by fixed-rate mortgage loans that
were included in mortgage pools previously securitized by
affiliates of Residential Funding Corporation -- RFC.  The ratings
are based primarily on the credit quality of the loans, and on the
protection from subordination.  The credit quality of the loan
pool is slightly better than the average newly originated FRM loan
pool backing recent 30-year prime securitizations.  Moody's
expects collateral losses to range from 0.70% to 0.85%.

Primary servicing will be provided by HomeComings Financial
Network, Inc.  RFC will act as master servicer.  Moody's has
assigned HomeComings its servicer quality ratings of SQ1 and SQ2
as primary servicer of prime loans and subprime 1st-lien loans,
respectively, and assigned RFC its top servicer quality rating of
SQ1 as master servicer.

The complete rating actions are:

   * Class A-I, rated Aaa
   * Class A-II, rated Aaa
   * Class A-III, rated Aaa
   * Class A-IV, rated Aaa
   * Class A-V, rated Aaa
   * Class A-VI, rated Aaa
   * Class A-VII, rated Aaa
   * Class A-IO, rated Aaa
   * Class A-PO, rated Aaa
   * Class R-1, rated Aaa
   * Class R-II, rated Aaa
   * Class M-1, rated Aa2
   * Class M-2, rated A2
   * Class M-3, rated Baa2
   * Class B-1, rated Ba2
   * Class B-2, rated B2


SANMINA-SCI: Low Revenues Cue S&P to Change Outlook to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on San
Jose, California-based Sanmina-SCI Corp to negative from stable,
following the company's disappointing earnings announcement for
second quarter ended April 2, 2005.  The corporate credit rating
is affirmed at 'BB-'.  All other ratings are affirmed.

"Revenues and profitability from the company's computer business,
about one-third of sales, were well below expectations," said
Standard & Poor's credit analyst Lucy Patricola.  Sales in this
segment dropped 9% year over year and 27% sequentially, exceeding
normal seasonal patterns.  Gross profit for this business dropped
below 2%, to 1.8%.  Revenues have been adversely affected by the
ownership transition of IBM's PC business to the Lenovo Group.
Improved profitability is predicated on better vertical
integration of the PC business with the company's component
operations, and until that integration is realized, profitability
likely will be under pressure.  Sanmina-SCI's EBITDA
profitability, at about 4%, represents the weakest of its EMS peer
group, which ranges from 4% to about 7%.

The ratings reflect:

    (1) profitability that lags the company's electronic
        manufacturing services (EMS) peers;

    (2) excess capacity in high-cost geographies; and

    (3) volatile end-market demand, particularly in communications
        and computing end markets.

These concerns partly are offset by the company's top-tier
business position.

Sanmina-SCI is a leading provider of EMS for the computing,
telecommunications, and data communications industries, generating
sales of about $12 billion.  The company had about $2 billion in
lease-adjusted total debt as of March 2005.


SECTION ROUGE: Bank Lenders Agree to Forebear Event of Default
--------------------------------------------------------------
Section Rouge Media released its financial results for the nine-
month period ended December 31, 2004, and reported a loss of
$995,757 on $4,832,236 in revenue.  The company says the main
cause of the loss was the abandonment and retirement of assets
following the discontinuance of one of its publications and the
reduction in the goodwill value of two other publications.

"These are disappointing results in the context that we had to
close the publication Allo Police due to a seriously declining
market and where results of our other products were rather
stagnant," stated Mr. Richard Desmarais, President and Chairman of
the Board of Section Rouge Media inc.

                   Administration Fee Reductions

The Company did not succeed in finalizing its targeted
acquisitions, which delayed its growth plan and the apportionment
of its administration costs which were much higher than foreseen.
In view of this situation and to improve the Company's cash flow,
the two principal stockholders and directors of Section Rouge
M,dia said they are again reducing their administration fees by
50% for the 2005 fiscal year and are deferring their payments
until 2006.  They had previously accepted an initial reduction of
50% in 2004 and had invested a further sum of $300,000 in the
Company in an attempt to counter the negative effect on the
financial stability of the Company emanated by the discontinuance
of a publication.

                     Bank Forebears Default

Based on the abandonment and retirement announced and the ensuing
loss, the Company was found to be in default of the conditions of
its bank loan and its margin of credit.  The bank, however, issued
a letter of forbearance in this regard.

"Measures have been taken to ensure that the Company becomes
profitable again in very short order and, in spite of the 2004
results, we maintain our objective of acquiring products which
will increase the revenues and the profits of the Company," stated
Mr. Desmarais.

To facilitate its development, Section Rouge Media further
announces that it has decided to divest itself of its two adult
magazines, which no longer fit into its strategic development
plans.  An agreement has been reached with an interested buyer and
the transaction should be completed within the next several days.
The proceeds of this sale will designated, in part, to the working
capital and, in part, to the reduction of corporate indebtedness.

Section Rouge Media owns 34 publications with an annual
circulation of 5,500,000 copies of weekly newspapers and
magazines.  The company publishes periodicals in the fields of
agriculture, family, recreation, legal matters, adult
publications.  Some well-known publications: Ma Revue de
machineries et d'equipements agricoles, Bebe, Junior, Grossesse,
Photo Police, Horoscope Quotidien, Quebec Erotique, Erospheres, ,
etc.  Section Rouge Media joined the stock exchange (TSX) on
August 15, 2003 by way of a reverse take-over (RTO) under the name
of QR Canada Capital inc.  Section Rouge Media publishes 34 titles
and has 25 permanent employees and 35 freelancers/ independent
journalists.  The Company's acquisition plan aims to provide the
company a diversity of niches in order to guarantee the company's
long-range financial viability and its development capacity in the
world of communications.


SKIN NUVO: Wants Until Aug. 5 to Make Lease-Related Decisions
-------------------------------------------------------------
Skin Nuvo International, LLC, and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Nevada to extend, until
Aug. 5, 2005, the period 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 60 unexpired
nonresidential real property leases related to their mall-based
health and beauty services clinics located in Nevada, California,
Oregon and Washington.

The Debtors give the Court four reasons why the extension is
warranted:

   a) the unexpired leases are important assets of the Debtors'
      estates, and are necessary for the continued operation of
      their businesses and to preserve the going concern value of
      their businesses;

   b) the Debtors' bankruptcy cases are large and complex because
      of the wide distribution of their mall-based skin care
      centers and they employ approximately 300 employees;

   c) the Debtors are still in the process of completing the
      profitability analysis of the individual operations for each
      of their skin care centers to determine if any of those
      centers are not profitably operating and should be
      considered for sale to investors; and

   d) the Debtors are continuing to pay their post-petition rent
      obligations under the leases as they become due and they
      assure the Court that the requested extension will not
      prejudice the landlords of those leases.

Headquartered in Henderson, Nevada, Skin Nuvo International, LLC,
dba Nuvo International, LLC, and dba A&E Aesthetics, LLC --
http://www.nuvointernational.com/-- specializes in offering
progressive anti-aging treatments and top quality products and the
first medical cosmetic company to launch a chain of retail skin
care clinics in shopping malls throughout the United States.
Keith M. Aurzada, Esq., and Sarah Link Schultz, Esq., at Akin Gump
Strauss Hauer & Fled LLP represent the Debtors in their
restructuring efforts.  The Company and its debtor-affiliates
filed for chapter 11 protection on March 7, 2005 (Bankr. D. Nev.
Case No. 05-50463).  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $10 million to
$50 million.


STELCO INC: Selling Closed Welland Pipe Mill to Grinolet Inc.
-------------------------------------------------------------
Stelco Inc. (TSX:STE) wants to sell its mill in Welland to
Grinolet Incorporation.  Stelco will ask the Superior Court of
Justice (Ontario) to approve the sale, today, May 4, 2005.

The purchase price was not disclosed.  However, Ernst & Young
Inc., the court-appointed monitor, tells the Court, in its 28th
Monitor Report, that the purchase price is in excess of the
independent liquidation appraisal values provided by Danbury Sales
Inc.  Stelco will ask the Court to seal the portion of the
agreement of purchase and sale containing the purchase price until
the transaction has closed.

The Monitor recommends that the Court approve the sale on the
grounds that Stelco adequately canvassed the market for
prospective purchasers, the purchase price is fair and
commercially reasonable, and the sale represents the best recovery
for Welland Pipe stakeholders.

Welland Pipe Ltd.'s operations were closed in March 2003 because
of the lack of demand for very large diameter pipe.  As noted
previously, Welland Pipe's land and buildings have been listed for
sale with a listing price of $4 million.

                          Financing Plan

As reported in the Troubled Company Reporter on Mar. 30, 2005,
Stelco sought the Court's approval to discontinue the capital
raising process as it relates to its core business, and replace it
with a financing plan.  In an affidavit of Hap Stephen, Stelco's
Chief Restructuring Officer, he noted that Stelco should be able
to return to Court by no later than May 30, 2005, to file a CCAA
plan and seek directions with respect to the calling of meetings
to obtain approval of the CCAA plan by stakeholders.

As reported in the Troubled Company Reporter on Apr 1, 2005,
Stelco received Court authorization to access the capital markets
in pursuit of new capital in the form of equity or a combination
of debt and equity.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue. The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on January 29, 2004, Stelco
Inc. and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


TEKNI-PLEX: Lenders Extend Bank Waiver Until June 10
----------------------------------------------------
Tekni-Plex, Inc., received a signed waiver agreement from lenders
under its credit facility to extend the waiver on the Company's
previously reported failure to comply with certain covenants until
June 10, 2005.  The waiver will not become effective until the
Company has obtained a minimum of $18 million of additional equity
financing that is Qualified Additional Equity as defined under the
credit agreement.

The Company currently anticipates receipt of the $18 million
Qualified Additional Equity in the next few days.  If by June 10,
2005, the Company is able to obtain an additional $12 million of
Qualified Additional Equity, the waiver will become permanent.

Tekni-Plex is based in Coppell, Texas.  The Company's balance
sheet dated Dec. 31, 2004, shows $728 million in assets and a
$114 million shareholder deficit.

                          *     *     *

As previously reported in the Troubled Company Reporter, as of
December 31, 2004, the Company was in violation of the minimum
fixed charge coverage ratio covenant and the minimum consolidated
EBITDA covenant contained in the Company's credit agreement.
J.P. Morgan serves as the agent for the lenders.

As additionally reported in the Troubled Company Reporter on Feb.
21, 2005, Standard & Poor's Ratings Services lowered its corporate
credit rating on Tekni-Plex, Inc., to 'CCC+' from 'B-', and placed
the rating on CreditWatch with negative implications.  Other
ratings were also lowered and placed on CreditWatch with
negative implications.  This action by S&P followed the company's
disappointing operating results for the second quarter of fiscal
2005, strained liquidity, and violation of financial covenants
under its credit agreement for the period ended Dec. 31, 2004.

"The CreditWatch placement reflects heightened concerns regarding
the company's ability to preserve access to its credit facility,
its strained liquidity given its upcoming interest payments, and
deterioration in the company's already stretched and highly
leveraged financial profile," said Standard & Poor's credit
analyst Liley Mehta.


TOMS FOODS: List of 20 Largest Unsecured Creditors
--------------------------------------------------
Tom's Foods Inc. released a list of its 20 Largest Unsecured
Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Rudolph Foods Inc.            Trade debt                $390,128
6575 Bellefontaine
Lima, OH 45804

Alcan Packaging               Trade debt                $331,470
115 Westfield Road
Nashville, TN 37919

Mike Albert Leasing           Trade debt                $251,774
10341 Evendale Drive
Cincinnati, OH 45241

Aramark                       Trade debt                $210,947

Ryder Transportation          Trade debt                $183,515
Services

Mcleskey Peanuts              Trade debt                $175,568

Flowers Specialty Groups      Trade debt                $151,549

Torkelson Brothers            Trade debt                $140,823

General Mills, Inc.           Trade debt                $115,560

Milner Milling                Trade debt                $115,070

Underwriters Safety           Trade debt                 $96,420

SandyLand Farms               Trade debt                 $78,653

Malnove                       Trade debt                 $69,004

First Insurance Funding       Trade debt                 $65,853

Pilot Oil                     Trade debt                 $57,893

Hartsville Oil Mill           Trade debt                 $48,400

Blommer Chocolate Company     Trade debt                 $43,770

Dursett Amigos                Trade debt                 $42,966

Basic American Foods          Trade debt                 $36,836

Louisiana Coca Cola           Trade debt                 $35,598

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 protection on April 6, 2005 (Bankr.
M.D. Ga. Case No. 05-40683).  David B. Kurzweil, Esq., at
Greenberg Traurig, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $93,100,000 and total debts of
$79,091,000.


TORCH OFFSHORE: Court Approves Amendment to DIP Loan Agreement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
granted Torch Offshore, Inc., and its debtor-affiliates' request
for authority to amend their DIP Loan Agreement dated Jan. 12,
2005, with Regions Bank and Export Development Canada.

Based on the amendments to the DIP Loan Agreement that the Debtors
requested, the Court allowed the Debtors to obtain up to $110,000
per month from the proceeds of the DIP Loan to pay and reimburse
expenses to be incurred to support the operation and maintenance
of the Midnight Gator, Midnight Wrangler and Midnight Eagle
vessels, collectively called the GECC Collateral Vessels.

The Court orders that no recovery for those expenses will be made
from the GECC Vessels pursuant to Section 506(c) of the Bankruptcy
Code.

The Court further orders that all the provisions of the Court's
Final Order dated Jan. 28, 2005:

   a) authorizing Postpetition Financing and Granting Security
      Interests and Superpriority Administrative Expense Status
      pursuant to Sections 361, 362, and 364 of the Bankruptcy
      Code;

   b) authorizing the use of Cash Collateral pursuant to Section
      363(c) of the Bankruptcy Code; and

   c) modifying the Automatic Stay pursuant to Section 362 of the
      Bankruptcy Code;

are applicable to the Court's Order approving this Amendment.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  Jan Marie Hayden, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., and Lawrence A. Larose, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $201,692,648 in total assets and
$145,355,898 in total debts.


TORCH OFFSHORE: Has Until October 7 Remove Civil Actions
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
gave Torch Offshore, Inc., and its debtor-affiliates an extension,
until Oct. 7, 2005, to file notices of removal with respect to
Prepetition Civil Actions pursuant to 28 U.S.C. Section 1452 and
Rule 9027 of the Federal Rules of Bankruptcy Procedure.

The Debtors tell the Court that they are parties to various Civil
Actions pending in several state and federal courts.

The Debtors give the Court three reasons that militate in favor of
the extension:

   a) since the Debtors' bankruptcy Petition Date, they have been
      focused primarily on the continued operation of their
      businesses and on working towards a successful
      reorganization, and consequently, they have not had adequate
      time to fully investigate and evaluate all the Civil Actions
      to determine whether removal is appropriate in each
      instance;

   b) the extension is in the best interest of the Debtors, their
      estates, and their creditors, and will ensure that they do
      not forfeit valuable rights under 28 U.S.C. Section 1452;
      and

   c) the rights of the Debtors' adversaries in the Civil Actions
      will not be prejudiced by the extension.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  Jan Marie Hayden, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., and Lawrence A. Larose, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $201,692,648 in total assets and
$145,355,898 in total debts.


TOYS 'R' US: Prices $402.5 Million Tender Offer for Senior Notes
----------------------------------------------------------------
Toys 'R' Us, Inc. (NYSE: TOY) reported that as of 2:00 p.m., New
York City time, on Friday, April 29, 2005, it had determined the
tender offer consideration to be paid in connection with its
previously announced offer to purchase for cash up to $402,500,000
principal amount of its outstanding Senior Notes due August 16,
2007.

The terms and conditions of the Offer are more fully set forth in
the Offer to Purchase dated April 6, 2005 and the related Letter
of Transmittal provided to the holders of the Notes.  The Notes
were originally issued on May 28, 2002 by Toys "R" Us as part of
its Equity Security Units, which consisted of a purchase contract
for a specified number of shares of Toys "R" Us common stock,
collateralized by the related note.  The purchase contracts will
not be affected by the tender offer.  The Equity Security Units
trade on the New York Stock Exchange under the symbol "TOYPrA."

Toys "R" Us commenced the tender offer on April 6, 2005.  The
tender offer was scheduled to expire at 11:59 p.m., New York City
time, yesterday, May 3, 2005, unless extended or earlier
terminated.  The settlement date of the tender offer will be
promptly after the Expiration Date and is expected to be May 6,
2005.

Holders of Notes that are validly tendered on or prior to the
Expiration Date and accepted for payment will receive, for each
$1,000 principal amount of notes validly tendered, an amount in
cash equal to the sum of:

     (1) a fixed cash payment of $20.625; and

     (2) $991.80, being the price for the zero-coupon U.S.
         Treasury security in a principal amount at maturity of
         $1,000 and with a maturity date of August 15, 2005.

The Treasury Security Purchase Component price was based on the
price for such Treasury security as reported by the Bloomberg
Government Pricing Monitor on "Page PXS5" as of 2:00 p.m., New
York City time, on Friday, April 29, 2005.  The fixed cash payment
will be paid directly to the tendering holders of Notes.  Holders
of Notes which are no longer a component of the Equity Security
Units will also receive the Treasury Security Purchase Component
in cash.  The remaining holders of Notes will, by tendering their
Notes, direct the Depositary Agent for the tender offer to use
that portion of the consideration related to the Treasury
securities to purchase the Treasury securities which are required
to be substituted as collateral under the pledge arrangement as
security for the tendering holders' obligations under the purchase
contracts.  The Depositary Agent has agreed to purchase or
otherwise deliver the Treasury securities on behalf of the holders
in order to facilitate their ability to tender the Notes pursuant
to the tender offer.

Credit Suisse First Boston is the exclusive Dealer Manager and
Georgeson Shareholder Communications Inc. is the Information Agent
for the tender offer.  Requests for information should be directed
to Credit Suisse First Boston at 212-325-2130 (call collect) or
Georgeson Shareholder Communications Inc. at 800-561-4106 (toll
free) and requests for documentation should be directed to
Georgeson Shareholder Communications Inc. at 800-561-4106 (toll
free) or 212-440-9800 (banks and brokers).  The Depositary Agent
is The Bank of New York.

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.


TROPICAL SPORTSWEAR: National City Wants Lease Decision Made Now
----------------------------------------------------------------
National City Leasing Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida to force Tropical Sportswear
Int'l Corporation and its debtor-affiliates to assume or reject
National City's equipment leases, and to determine if Perry Ellis
International, Inc., has assumed those leases by virtue of the
Court's Sale Order for the Debtors' asset sale.

Perry Ellis, as previously reported in the Troubled Company
Reporter, purchased substantially all of the Debtors' domestic
operating assets in a Court-approved sale transaction.  That
transaction closed on Feb. 26, 2005.

National City tells the Court that on Oct. 6, 2000, the Debtors
entered into a Master Lease Agreement with First American
Equipment Finance.  First American assigned its rights under the
agreement to National City.

National City believes that Perry Ellis has assumed the payment
obligations and the equipment leases because Perry Ellis has
continued to make payments due under the equipment leases.  But
investigations by National City of Bankruptcy Court records show
that nobody ever filed a request to formally assume or reject
those leases.

The Court will convene a preliminary hearing at 10:00 a.m., on
May 18, 2005, to consider National City's request.

Headquartered in Tampa, Florida, Tropical Sportswear Int'l Corp.
-- http://www.savane.com/-- designs, produces and markets branded
branded apparel products that are sold to major retailers in all
levels and channels of distribution.  The Company and its
debtor-affiliates filed for chapter 11 protection on Dec. 16, 2004
(Bankr. M.D. Fla. Case No. 04-24134).  David E. Bane, Esq., and
Denise D. Dell-Powell, Esq., at Akerman Senterfitt, represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$247,129,867 and total debts of $142,082,756.


UAL CORP: AMFA Leaders Prepare for Strike in Chicago
----------------------------------------------------
Leaders of the Aircraft Mechanics Fraternal Association (AMFA) are
gathering in Chicago to make plans for a pending strike against
United Airlines (UALAQ.OB).

"We have no choice now but to plan for a strike at some point
soon," said AMFA National Director O.V Delle-Femine.  "We're tired
of subsidizing mismanagement that predates the 9/11 tragedy.
United is not only destroying our livelihoods, but our retirement
security.  With the acquiescence of the Pension Benefit Guarantee
Corporation, United is digging into taxpayers' pockets to pay for
management's long history of under-funding pension plans, even in
better economic times, and failing to adapt to changes in the
airline industry."

In January 2005, AMFA members working for United overwhelmingly
voted to authorize a strike if additional pay cuts and other
concessions were imposed outside of the normal negotiating
process.  Bankruptcy Judge Eugene Wedoff then imposed a temporary
9.8 percent pay cut and reduced sick leave benefits for AMFA
members, for the period February 1 through May 31, 2005, to give
AMFA and United additional time to try to reach a consensual
contract agreement.

"AMFA urged United management to use this remaining time to
resolve our existing differences, but instead, they failed to take
the negotiations seriously and added new fuel to the fire by
moving to terminate our pensions.  This is the money these
employees and their families were planning to live on during their
retirement years," Mr. Delle-Femine said.  "Whatever raises and
bonuses they claim to be foregoing lately, I promise you that
Glenn Tilton and other United executives will be retiring in
style.

"United management, in its audacious greed, also made itself
eligible for up to 40 percent bonuses in the company's new
success-sharing plan, versus a mere five percent bonus for
mechanics and other employees," he said.

"United has a history of insincere negotiating, avarice and
disregard for employees, and the bankruptcy courts are giving
management whatever they claim is needed to 'save the company.'
Management has destroyed employee morale, trust and credibility.
They are on course to destroy this airline with their incompetence
and arrogance," Mr. Delle-Femine said.

"United says a strike is an illegal violation of the Railway Labor
Act.  We contest that interpretation and are making preparations
to test this issue.  As AMFA's national director, I am authorized
to call for an immediate nationwide strike and have called strikes
three times before at AMFA.  Without aircraft technicians on duty,
the airline cannot safely fly or comply with federal regulations."

Mr. Delle-Femine stressed that throughout this trying period, AMFA
members have maintained their professionalism with on-time flight
schedules and constant concern for safety and security.

United is seeking to rewrite all its labor contracts to save costs
for the second time in its bankruptcy.  After slashing labor costs
by $2.5 billion annually in 2003, including a 13 percent pay cut
for mechanics, the airline later said it needed another
$725 million in yearly reductions.

                           About AMFA

AMFA -- http://www.amfanatl.org/ -- represent more aircraft
technicians than any other union. AMFA's craft union represents
aircraft maintenance technicians and related support personnel at
Alaska Airlines, ATA, Horizon Airlines, Independence Airlines,
Mesaba Airlines, Northwest Airlines, Southwest Airlines and United
Airlines. AMFA's credo is "Safety in the air begins with quality
maintenance on the ground."

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.


UNIFLEX INC: Has Until June 21 to Solicit Acceptances of Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Uniflex, Inc., an extension until June 21, 2005, of the period
within which only it can solicit acceptances of its Plan of
Reorganization from its creditors.

The Debtor reminds the Court that it filed a Plan of
Reorganization and Disclosure Statement on Aug. 30, 2004.

On Dec. 16, 2004, the Court entered an order approving the sale of
substantially all of the Debtor's assets to Uniflex Holdings,
Inc., pursuant to the terms of an executed Asset Purchase
Agreement dated Dec. 16, 2004.  The sale closed in January 2005.

The Debtor's first Plan did not include the terms of the asset
sale to Uniflex Holdings, and accordingly, the Debtor is planning
to significantly modify the first Plan to include the terms and
conditions of the asset sale and the Asset Purchase Agreement.

The Debtor tells the Court a revised plan including the terms and
conditions of the asset sale and the Asset Purchase Agreement will
be coming in short order.  The Debtor also indicates that it will
soon file a request with the Court to further extend both its
exclusive right to file a chapter 11 plan and to solicit
acceptances of that plan.

Headquartered in Hicksville, New York, Uniflex, Inc. --
http://www.uniflexbags.com/-- makes custom-printed plastic bags
and other plastic packaging for promotions and advertising.  The
Company filed for chapter 11 protection on June 24, 2004 (Bank.
Del. Case No. 04-11852).  Peter C. Hughes, Esq., at Dilworth
Paxson LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated debts and assets of $10 million to $50 million.


US AIRWAYS: Posts $191 Million Net Loss for First Quarter
---------------------------------------------------------
US Airways Group, Inc., reported a net loss of $191 million for
the first quarter 2005, compared to a $177 million net loss for
the first quarter 2004.  Excluding unusual items, the loss for the
first quarter 2005 was $280 million compared to $177 million in
2004.

The sustained high price of fuel continues to have a negative
impact on cash flow when coupled with pressure on unit revenue.
The cost of aviation fuel per gallon, including taxes, for the
first quarter 2005 was $1.47 ($1.42 excluding taxes), up
48.1 percent from the same period in 2004.

"We continue to operate under extremely challenging conditions,
most notably high fuel prices and aggressive pricing actions by
our competitors," said US Airways President and Chief Executive
Officer Bruce R. Lakefield.  "The cost reductions and operational
efficiencies we have implemented have minimized the impact of the
fuel and revenue environment, but we find ourselves in the same
situation as most of the industry, where fuel costs cannot be
fully recovered through traffic growth and incremental fare
increases."

Lakefield noted that the company has attracted the first
$250 million in new equity to support the company's Plan of
Reorganization (POR) and continues to talk with additional
potential investors.  "The collective willingness of management
and our employees to make difficult decisions and sacrifices that
improve our competitive position -- in combination with our
strong customer base and presence in major markets in the eastern
U.S. -- are critical selling points as we continue our
discussions with potential investors."

System passenger revenue per available seat mile (PRASM) for the
first quarter 2005 was 9.32 cents, down 9.0 percent compared
to the first quarter of 2004, reflecting the continuing downward
pressure on fares in the East.  Domestically, system PRASM fell
11.3 percent to 9.79 cents.  System statistics encompass
mainline, MidAtlantic Airways, wholly owned airline subsidiaries
of US Airways Group, Inc., and capacity purchases from third
parties operating regional jets as US Airways Express.  For US
Airways mainline operations only, the PRASM of 8.59 cents was
down 7.8 percent.

System available seat miles (ASMs) were up 5.1 percent, while
mainline ASMs increased 1.5 percent during the first quarter 2005.
System revenue passenger miles (RPMs) increased 9.6 percent, while
mainline RPMs increased 5.8 percent.  The first quarter system
load factor of 71.2 percent was up 3.0 percentage points year-
over-year.  The mainline passenger load factor for the first
quarter was up 3.0 percentage points to 73.2 percent.  For the
first quarter 2005, US Airways Group Inc.'s system carried
14.1 million passengers, an increase of 10.8 percent, while
mainline operations carried 10.3 million passengers, a 4.1 percent
increase compared to the same period of 2004.  The first quarter
2005 yield for mainline operations of 11.74 cents decreased
11.5 percent from the same period in 2004, while system yield was
down 12.7 percent to 13.10 cents.

"We continue to aggressively manage every aspect of our business,
from improving operations, to finding more ways to conserve fuel,
to making better use of the Internet to sell our tickets," said
Bruce Ashby, US Airways executive vice president of marketing and
planning.

Ashby added that looking forward, the company expects system
capacity growth will slow from over 9 percent in March and April
to about 5 percent in May and June.  As a consequence, the May to
July year-over-year booked seat factor comparisons are about 4 to
5 points better than they were for April.  "While our load factor
for March was a record, given the timing of the Easter Holiday
this year, we expect a year-over-year drop in load factor for
April."

The mainline cost per available seat mile (CASM), excluding fuel
and unusual items, of 8.46 cents for the first quarter 2005 was a
15.6 percent decrease over the same period in 2004, reflecting the
benefit of the company's restructuring efforts.

Substantially all of the company's unrestricted cash (includes
cash, cash equivalents and short-term investments) constitutes
cash collateral under the Air Transportation Stabilization Board
(ATSB) loan agreement.  As of March 31, 2005, $513 million of cash
collateral was available for the company's use, subject to the
limitations of the cash collateral agreement with the ATSB and
approved by the Bankruptcy Court, including stringent minimum cash
balances.  The cash collateral agreement has been extended through
June 30, 2005.  During the quarter, the company drew $75 million
in debtor in possession financing.

Additionally, on March 31, 2005, restricted cash was $766
million, for a total cash position of $1.28 billion.  This
compares to a total cash position of $1.64 billion on March 31,
2004, which included $978 million of unrestricted cash.

     Other notable US Airways developments:

        *  Completed the ratification process with all organized
           workgroups on new contracts that reduce labor costs by
           more than $1 billion annually over the next five
           years;

        * Initiated productivity and efficiency changes beginning
          in February, increasing mainline aircraft utilization
          by 10 percent compared to November 2004.  The
          Philadelphia hub began operating on a "rolling" bank
          schedule, and two flight banks were added at Charlotte;

        * Took delivery of twelve additional regional jets (three
          72-seat Embraer 170 and nine 70-seat Bombardier CRJ 700
          regional jets) in the first quarter 2005.  These were
          the first regional jets delivered to the company since
          US Airways filed for Chapter 11 in September 2004;

        * Announced the consolidation of its two reservation call
          and service centers to Winston-Salem, N.C.;

        * Secured an agreement and Bankruptcy Court approval for
          a $125 million financing commitment by Eastshore
          Aviation, LLC, an investment entity owned by Air
          Wisconsin Airlines Corp. and its shareholders, to fund
          the company's POR;

        * Entered into an agreement with Republic Airways
          Holding, Inc., and its majority shareholder, Wexford
          Capital LLC, on an equity and financing package that
          includes a proposed $125 million investment upon US
          Airways' emergence from Chapter 11, in addition to
          options for obtaining $110 million of other liquidity
          enhancements that would be available prior to emergence
          to assist the airline in completing its restructuring.
          The Bankruptcy Court has approved the agreement;

        * Received Bankruptcy Court extension until May 31, 2005,
          to have exclusive rights to file a POR, which was
          supported by the company's unsecured creditors
          committee and unopposed by other interested parties;

        * Introduced initiatives to restore operational
          performance standards.  Between March and April,
          mainline on-time arrival performance improved by 11
          percent, with much of the improvement coming at the
          Philadelphia and Charlotte hubs; and

        * Confirmed that US Airways is in discussions with
          America West Airlines regarding a potential strategic
          transaction.


                     US Airways Group, Inc.
         Unaudited Consolidated Statements of Operations
                Three Months Ended March 31, 2005
                          (in millions)

Operating Revenues
   Passenger transportation                              $1,447
   Cargo and freight                                         21
   Other                                                    160
                                                       --------
   Total Operating Revenues                               1,628

Operating Expenses
   Personnel costs                                          477
   Aviation fuel                                            368
   US Airways Express capacity purchases                    202
   Aircraft rent                                            115
   Other rent and landing fees                              123
   Selling expenses                                         103
   Aircraft maintenance                                      86
   Depreciation and amortization                             56
   Other                                                    299
                                                       --------
   Total Operating Expenses                               1,829
                                                       --------
   Operating Income (Loss)                                 (201)

Other Income (Expense)
   Interest income                                            3
   Interest expense, net                                    (78)
   Reorganization items, net                                 89
   Other, net                                                (4)
                                                       --------
   Other Income (Expense), Net                               10
                                                       --------
Income (Loss) Before Income Taxes                          (191)

Provision (Credit) for Income Taxes                           0
                                                       --------
Net Income (Loss)                                         ($191)
                                                       ========

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 90; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US UNWIRED: March 31 Balance Sheet Upside-Down by $84.6 Million
---------------------------------------------------------------
US Unwired Inc. (NASDAQ:UNWR), a Sprint (NYSE:FON) Network
Partner, reported net income of $194.1 million and income from
continuing operations of $3.3 million on revenues of $114.2
million for the three-month period ended March 31, 2005.  During
this period, the Company posted Adjusted EBITDA (Earnings Before
Interest, Taxes, Depreciation and Amortization) of $26.8 million.
US Unwired had cash of approximately $98.6 million, $364.8 of debt
and 168.0 million fully diluted shares outstanding at March 31,
2005.

"The strong accomplishments of the first quarter clearly
demonstrate that we are continuing the financial and operational
momentum we established in 2004," said Robert Piper, US Unwired's
President and Chief Executive Officer.  "We passed the 500,000
subscriber milestone by adding over 35,100 new customers. Churn
decreased by 30 basis points from last quarter to 3.0%. We
recorded $26.8 million in Adjusted EBITDA--a high mark for our
Company."

For the first quarter, average revenue per user was $55.41,
excluding roaming, as compared to $55.28 a year ago. Operating
costs per user improved to $28.84, excluding roaming, compared to
$30.67 a year ago. Cost per gross add also improved from $260 in
2004 to $228 in 2005. Monthly average minutes of use per
subscriber were 1,077 with roaming and 858 without roaming, while
total system minutes of use were approximately 1.7 billion,
including 473 million roaming minutes during the quarter. US
Unwired covers 8.1 million of the 11.3 million people in its
service territory with 1,228 cell sites.

On February 9, 2005, the United States Bankruptcy Court for the
District of Delaware confirmed a "pre-packaged" plan of
reorganization that eliminated US Unwired's ownership of IWO
Holdings, Inc., and its $355 million of debt on US Unwired's
consolidated financial statements. Consequently, US Unwired no
longer reports the financial results of IWO in its consolidated
financial statements. IWO's financial results prior to the
confirmation date have been reclassified as discontinued
operations, including fees that US Unwired earned from managing
and restructuring that entity.

During the first quarter of 2005, US Unwired earned approximately
$617,000 of such management fees that were not reflected in the
Company's revenues and $4.4 million that were included in "Other
Revenue." US Unwired also recognized approximately $500,000 in
severance expense associated with the discontinuance of IWO. Other
one-time items during the quarter included $2.4 million of expense
associated with the Company's litigation with Sprint.

The Company also notified Sprint during the quarter that US
Unwired would not renew its Virgin Mobile contract. The move was
prompted when Sprint informed the Company that the average per-
minute revenue rate US Unwired would receive from Virgin would
decrease after June 30, 2005 and in each of the next three years.
This rate reduction, coupled with fees paid to Sprint of 8% of the
Company's Virgin revenues plus a monthly per-subscriber charge,
rendered the program uneconomic relative to US Unwired's existing
prepay platform. The Company will continue to serve existing
Virgin customers.

US Unwired issued the following guidance for 2005 that will be
deemed accurate unless noted otherwise. A variety of factors
referenced below in this press release details what could cause
actual results to differ materially from this outlook.

   Total Revenue ($million)                  $465    --     $485
   Adjusted EBITDA ($million)                 $95    --     $105
   Capital Expenditures ($million)            $35    --      $45
   Net Subscriber Additions                60,000    --   75,000

                          About Sprint

Sprint -- http://www.sprint.com/mr-- offers an extensive range of
innovative communication products and solutions, including global
IP, wireless, local and multiproduct bundles. A Fortune 100
company with more than $27 billion in annual revenues in 2004,
Sprint is widely recognized for developing, engineering and
deploying state-of-the-art network technologies, including the
United States' first nationwide all-digital, fiber-optic network;
an award-winning Tier 1 Internet backbone; and one of the largest
100-percent digital, nationwide wireless networks in the United
States.

US Unwired Inc., headquartered in Lake Charles, La., holds direct
or indirect ownership interests in four PCS affiliates of Sprint:
Louisiana Unwired, Texas Unwired, Georgia PCS and Gulf Coast
Wireless. Through Louisiana Unwired, Texas Unwired and Georgia
PCS, US Unwired is authorized to build, operate and manage
wireless mobility communications network products and services
under the Sprint brand name in 48 markets, currently serving over
500,000 customers. US Unwired's PCS territory includes portions of
Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi,
Oklahoma, Tennessee and Texas.  For more information on US
Unwired, visit the company's web site at http://www.usunwired.com/
US Unwired is traded on the Nasdaq exchange under the symbol
"UNWR".

At March 31, 2005, US Unwired's balance sheet showed an
$84,572,000 stockholders' deficit, compared to a $278,939,000
deficit at Dec. 31, 2004.


USG CORP: Wants CCR Litigation Moved Back to Bankruptcy Court
-------------------------------------------------------------
United States Gypsum Company and certain other corporations,
including Armstrong World Industries, Inc., and Federal-Mogul
Corporation, were formerly members of the Center for Claims
Resolution, Inc.  The CCR was formed by its members to act as
their agent in administering, defending, evaluating, settling and
paying asbestos-related claims asserted against them.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that essentially, the CCR settled
an asbestos personal injury claim on behalf of all its members,
who paid the CCR their share of those settlements.  In certain
cases, the CCR obtained security to secure the payment
obligations of its members.  In particular, the CCR obtained from
U.S. Gypsum a performance bond issued by Safeco Insurance Company
of America for approximately $60.3 million.  In that regard,
Safeco obtained from USG Corporation an irrevocable letter of
credit, in approximately the same amount, issued by JPMorgan
Chase Bank to reimburse Safeco for any payments it might have to
make to the CCR on the Bond.  The CCR also obtained similar
security from Armstrong and Federal-Mogul.

Notwithstanding the commencement of the USG Corporation and its
debtor-affiliates' Chapter 11 cases, starting on November 16,
2001, the CCR made demands to Safeco on the Bond allegedly for
payment of U.S. Gypsum's portion of the Asbestos Settlements.  Mr.
Heath notes that about the same time, the CCR was also making
similar demands on the security provided to it by Armstrong, which
had filed for bankruptcy in December 2000, and Federal-Mogul,
which had also commenced Chapter 11 proceedings in October 2001.
In response, on November 30, 2001, USG and U.S. Gypsum commenced
an Adversary Proceeding in the Bankruptcy Court to enjoin the CCR
from drawing on the Bond.  Similar adversary cases also were
initiated by Armstrong and Federal Mogul in their own bankruptcy
proceeding.

Mr. Heath recalls that on November 27, 2001, the Third Circuit
appointed District Judge Alfred Wolin to oversee the five major
asbestos-related bankruptcy cases pending in Delaware, including
the Chapter 11 cases for the Debtors, Armstrong and Federal-
Mogul.  On January 29, 2002, Judge Wolin withdrew the reference
for the CCR Adversary Proceeding and the adversary proceedings
brought by Armstrong and Federal-Mogul.  Then, on February 27,
2002, Judge Wolin consolidated the adversary proceedings.

Presumably, Mr. Heath says, Judge Wolin withdrew the reference
and consolidated the adversary proceedings as a result of the
similar nature of each proceeding and the overlapping issues
involved.  And since he was already presiding over each of the
Chapter 11 cases for the Debtors, Armstrong and Federal-Mogul,
Judge Wolin bifurcated the consolidated adversary proceedings
into Phase One issues -- the CCR's right to draw on its security
-- and Phase Two issues -- the specific amounts the CCR could draw
if it prevailed on Phase One issues.

On March 28, 2003, Judge Wolin ruled as to Phase One that, with
respect to the Debtors, the CCR is entitled to draw on the Bond
for certain types of obligations, but that Safeco is not required
to remit any surety bond proceeds to the CCR at this time.  The
District Court also stated that certain settlements that were
completed prepetition likely are covered by the Bond, but that
the Bond does not cover settlements that were not yet completed
as of the Petition Date.

In October 2003, before Phase Two of the litigation commenced,
certain creditors in Owens Corning's bankruptcy cases brought a
motion to recuse Judge Wolin.  In response, on November 5, 2003,
Judge Wolin entered an order staying all proceedings before him
in the Owens Corning case as well as in his other asbestos cases.
The Stay Order brought the consolidated CCR adversary proceedings
to a halt.  In November 2003, the Debtors and the Official
Committee of Unsecured Creditors also brought a motion to recuse
Judge Wolin from USG's bankruptcy cases.  On May 17, 2004, the
Third Circuit ordered the recusal of Judge Wolin from each of his
asbestos cases, including those of the Debtors, Armstrong and
Federal-Mogul.  On September 27, 2004, the Third Circuit
appointed the Delaware District Court to preside over the
Debtors' Chapter 11 cases, including the CCR Adversary
Proceeding.

Mr. Heath relates that in January 2004, prior to Judge Wolin's
recusal, Armstrong and the CCR settled the Armstrong-CCR
Adversary Proceeding.  Moreover, Federal-Mogul and the CCR
recently settled their own adversary proceeding.

On April 11, 2005, the Debtors filed with the Bankruptcy Court an
omnibus objection seeking to disallow the claims filed by the CCR
and some of its members against U.S. Gypsum.  The Debtors asked
the Bankruptcy Court to disallow each of the CCR claims on the
basis that, among other things, most of those claims relate to
settlements not consummated as of the Petition Date or are claims
for contribution or reimbursement disallowed pursuant to
Section 502(e)(1)(B) of the Bankruptcy Code.  The CCR has until
June 9, 2005, to respond to the Debtors' Objection.

The Debtors believe that now is the appropriate time to refer the
CCR Adversary Proceeding back to the Bankruptcy Court, since
Judge Wolin is no longer presiding over any of the asbestos-
related bankruptcy cases and the Armstrong and Federal-Mogul
adversary proceedings have been settled.  Moreover, Mr. Heath
points out that there has been no more action in the District
Court on the CCR Adversary Proceeding since its appointment to
USG's Chapter 11 cases.  Therefore, Mr. Heath asserts, there is
no prejudice resulting from any referral of the CCR Adversary
Proceeding back to the Bankruptcy Court at this time.

Accordingly, USG and U.S. Gypsum ask Judge Conti to refer the CCR
Adversary Proceeding back to the Bankruptcy Court.

Mr. Heath notes that Judge Wolin completed Phase One of the CCR
Adversary Proceeding but had not begun Phase Two.  More
importantly, the Debtors' recently filed Objection as to the CCR-
related claims raises many of the same issues that are implicated
in the CCR Adversary Proceeding.  In addition, both the Objection
and the CCR Adversary Proceeding involve much of the same
relevant evidence.  For instance, in both, it is important to
understand the historical relationship between U.S. Gypsum and
the CCR, the types of settlement protocols entered into by the
CCR and various actions taken by the CCR and its members since
the Petition Date.  According to Mr. Heath, judicial efficiency
dictates that the Bankruptcy Court review those evidence and
address those issues, which are common to both the Objection and
the CCR Adversary Proceeding.

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)


WILLIAMS SCOTSMAN: Planned $250 Mil. IPO Cues S&P to Watch Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Williams Scotsman Inc. on
CreditWatch with positive implications.  At Dec. 31, 2004, the
Baltimore, Maryland-based mobile office lessor had approximately
$1.0 billion in lease-adjusted debt outstanding.

The CreditWatch placement follows the S-1 filing with the SEC by
parent company Scotsman Holdings Inc. for an IPO of up to $250
million.  The proceeds from the IPO, along with a new unsecured
debt offering and $650 million bank facility, will be used to
redeem the company's outstanding notes and borrowings under its
existing bank agreement.  "The transaction, if completed as
described in the filing, would be a meaningful shift in the
company's financial policy and could result in a higher rating,"
said Standard & Poor's credit analyst Kenneth L. Farer.

Ratings on Williams Scotsman reflect its weak financial profile,
substantial debt burden, and concerns regarding potential covenant
violations.  Positive credit factors include the company's large
(approximately 25%) market share of the mobile office leasing
market and fairly stable cash flow despite weak earnings.

To resolve the CreditWatch, Standard & Poor's will meet with
management and assess the timing, potential benefits, risks, and
financial effects of this transaction.


WHX CORPORATION: Creditors Must File Proofs of Claim by May 16
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware,
set at 5:00 p.m. on May 16, 2005, as the deadline for all
creditors owed money by WHX Corporation on account of claims
arising prior to March 7, 2005, to file their proofs of claim.

Governmental units must file proofs of claims on or before
September 6, 2005.

Creditors must file written proofs of claim on or before the May
16 Claims Bar Date and those forms must be sent either by mail or
delivery via hand, courier or overnight service to:

      Clerk of the Bankruptcy Court
      U.S. Bankruptcy Court for the Southern District of New York
      1 Bowling Green
      New York, NY 10004-1408

Any person or entity that holds a claim that arises from the
rejection of an executory contract or unexpired lease:

   -- must file a proof of claim based on such rejection on or
      before May 16, 2005, if the order authorizing such
      rejection is dated on or before March 31, 2005, and

   -- must file a proof of claim on or before such date as the
      Court may fix in the applicable order authorizing such
      rejection, if the order authorizing such rejection is dated
      after March 31, 2005.

Holders of equity security interests in the Debtor need not file
proofs of interest with respect to the ownership of such equity
interests, provided, however, if any holder that asserts a claim
against the Debtor (including a claim relating to an equity
interest or the purchase or sale of such equity interest), a proof
of such claim must be filed on or before May 16, 2005.

Headquartered in New York City, New York, WHX Corporation --
http://www.whxcorp.com/-- is a holding company structured to
acquire and operate a diverse group of businesses on a
decentralized basis.  WHX's primary business is Handy & Harman, a
diversified industrial manufacturing company servicing the
electronic materials, specialty wire and tubing, specialty
fasteners and fittings, and precious metals fabrication markets.
The Company filed for chapter 11 protection on March 7, 2005
(Bankr. S.D.N.Y. Case No. 05-11444).  When the Debtor filed for
protection from its creditors, it reported total assets of
$406,875,000 and total debts of $352,852,000.


WINGS DIGITAL: Files Schedules of Assets & Liabilities in New York
------------------------------------------------------------------
Wings Digital Corporation, delivered its Schedule of Assets and
Liabilities with the U.S. Bankruptcy Court for the Southern
District of New York, disclosing:

    Name of Schedule          Assets         Liabilities
    ----------------          ------         -----------
A. Real Property
B. Personal Property        $952,688
C. Property Claimed
   as Exempt
D. Creditors Holding
   Secured Claims                             $  208,971
E. Creditors Holding
   Unsecured Priority
   Claims                                     $   17,050
F. Creditors Holding
   Unsecured Nonpriority
   Claims                                     $4,966,890
                         -----------         -----------
    Total                   $952,688          $5,192,911

Headquartered in New York, New York, Wings Digital Corporation,
manufactures and sells compact disks and tapes.  Wings Digital
filed for chapter 11 protection on April 1, 2005 (Bankr. S.D. N.Y.
Case No. 05-12117).  Arnold Mitchell Greene, Esq., at Robinson
Brog Leinwand Greene Genovese & Gluck, P.C. represents the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $839,084 in total assets
and $8,019,796 in total debts.


WORLDCOM INC: Arthur Andersen Settles Class Action for $65-Mil.
---------------------------------------------------------------
After four weeks of trial and two days before closing arguments
were scheduled before Judge Denise Cote, Arthur Andersen LLP, the
final defendant in the WorldCom securities class action, has
agreed to settle, New York State Comptroller Alan G. Hevesi, the
sole trustee of the New York State Common Retirement Fund and
Court-appointed Lead Plaintiff, announced today.

   The settlement includes the following terms:

      * Andersen will pay at least $65 million in cash and those
        funds have already been transferred to an escrow account.
        Mr. Hevesi would not agree to stop the jury trial until
        confirmation was received that the $65 million was wired
        into custody of the plaintiff's lawyers.

      * In addition, the class will receive 20 percent of any
        distribution to any of Andersen's 1,700 partners from any
        funds remaining when all other claims are settled.

      * If Andersen pays from its own funds more than $65 million
        in any other settlement, the WorldCom class will receive
        an additional amount.

      * There are further confidential protections for the class
        in the event of a bankruptcy proceeding by Andersen.

"The WorldCom litigation should help prevent any more massive
scandals with the multi-billions of dollars in costs they impose
on millions of Americans and on our economy," Mr. Hevesi said.
"There is already evidence that underwriters are improving their
diligence, accounting firms are strengthening their audits and
boards of directors are empowered to ask tougher questions of
management.  Those protections will restore confidence in our
capital markets and encourage millions of Americans to continue to
invest."

"Some claim that increased protection means less risk taking by
American business and thus less economic growth.  That's nonsense.
Fraud and deception have done enormous damage to the American
economy and our ability to compete internationally.  Indeed, fraud
and deception by a few interfere with risk taking by the
overwhelming majority of honest business people," Mr. Hevesi said.

"The settlement follows intense scrutiny of Andersen's financial
status.  Anderson only agreed to show us its financial condition
after we had finished presenting our case.  The $65 million
represents a substantial amount of Andersen's remaining assets.
While we were very pleased with the progress of the trial before
Judge Cote, we believe this recovery of cash plus a substantial
percentage of potential future payments was much preferable to
putting Andersen into bankruptcy in the event the jury rendered a
large verdict."  Mr. Hevesi said, "I would like to thank U.S.
District Judge Robert W. Sweet and U.S. Magistrate Judge Michael
Dolinger for their essential assistance in achieving this
settlement and in particular for confirming our view that the
settlement is an excellent recovery."

If the Court approves this settlement and the settlements achieved
earlier in the case, this will bring the total amount recovered
for the WorldCom investor class to $6,128,056,840.

The settlement with Anderson follows a series of settlements
reached within weeks of the scheduled trial date, which included
the $460.5 million settlement with Bank of America announced on
March 3; the $100.3 million settlement with Lehman Brothers,
Goldman Sachs, Credit Suisse First Boston, and UBS Warburg
announced on March 4; the $428.4 million in settlements with ABN
AMRO, Mitsubishi Securities International, BNP Paribas Securities
Corp. and Mizuho International announced on March 9; the $325
million settlement with Deutsche Bank Securities Inc. and the
$112.5 million in settlements with WestLB and Cabato Holding
announced on March 10, 2005; the $2 billion settlement with J.P.
Morgan Securities Inc., and settlements with Blaylock & Partners,
L.P. and Utendahl Capital Partners, L.P., announced on March 16;
AND the settlement with the 12 former directors of WorldCom on
March 21.  All of these settlements have been granted preliminary
approval by United State District Court Judge Denise Cote.

The first settlement reached in the case was the $2.575 billion
settlement of July 1, 2005, with the Citigroup Defendants, which
was granted final approval by Judge Cote on November 12, 2004.

Mr. Hevesi is the Court-appointed Lead Plaintiff in the
consolidated securities class action, In re WorldCom, Inc.
Securities Litigation, which is pending before Judge Cote.

The NYSCRF and investor class are represented by the law firms of
Barrack, Rodos & Bacine and Bernstein Litowitz Berger & Grossmann
LLP, who were appointed as Lead Counsel by Judge Cote in August
2002.  The two firms also served as Lead Counsel in the Cendant
class action, which resulted in a $3.2 billion settlement,
previously the highest recovery ever achieved in a securities law
class case.

"I would like to thank Barrack, Rodos and Bernstein Litowitz for
their excellent work, which resulted in this historic outcome,"
Mr. Hevesi said.

To obtain further information concerning that Settlement,
investors may access the Web site maintained by Lead Counsel, at
http://www.worldcomlitigation.com/

                           *     *     *

Judge Cote granted preliminary approval of the settlement with
Arthur Andersen.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 87; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


XYBERNAUT CORP: Admits Liquidity Crisis & Possible Insolvency
-------------------------------------------------------------
Xybernaut(R) Corporation (NASDAQ:XYBRE) received an additional
letter from the Nasdaq staff indicating that four issues raise
significant public interest concerns pursuant to Nasdaq
Marketplace Rules 4300 and 4330(a)(3) and are an additional basis
for delisting the Company's securities from the Nasdaq SmallCap
Market:

   1) Investors are currently unable to determine the current or
      historical financial status of the Company or whether the
      Company will be able to continue as a going concern.

   2) Since the Company currently has no outside auditors, it is
      impossible to predict when accurate financial statements can
      be released.

   3) Investors currently do not know the complete extent of the
      Company's internal control failures, or whether appropriate
      remedial measures have been taken.

   4) Neither Edward G. Newman nor Steven S. Newman resigned their
      Director positions despite a request by the Board that they
      do so.

An oral hearing to review the Staff's determination is scheduled
for May 5, 2005.  At that hearing, a Nasdaq Listing Qualifications
Panel will also review a previously announced Nasdaq staff
determination that because the Company failed to timely file its
Annual Report on Form 10-K with Nasdaq and the SEC, the Company
does not comply with the requirements for continued listing set
forth in Nasdaq Marketplace Rule 4310(c)(14).  In addition, a
previously announced Nasdaq staff determination that the bid price
of the Company's common stock has closed below the minimum $1.00
per share requirement for the stock's continued listing under
Nasdaq Marketplace Rule 4310(c)(4) will be a subject of the
hearing.  The staff of Nasdaq has informed the Company that it
intends to appear and participate at the Company's oral hearing,
and has requested that the Company address the above-mentioned
concerns.

The Company's securities will continue trading on the Nasdaq
SmallCap Market until the Listing Qualifications Panel has reached
a decision.  There can be no assurance that the Panel will grant
the Company's request for continued listing of its securities.

                  Audit Committee Investigation

On Apr. 19, 2005, the Company said that its Audit Committee
completed its investigation into the Company and reached seven
determination:

   1) The Company's Chairman and CEO, Edward G. Newman,
      improperly used substantial Company funds for personal
      expenses and failed properly to substantiate expenses
      charged to the Company.

   2) Members of the CEO's family employed by the Company were
      hired and evaluated/not evaluated in direct violation of the
      Company's anti-nepotism policy and constituted a "protected
      class" of employees.

   3) The employment of certain members of the CEO's family was
      not disclosed in SEC filings as required by SEC disclosure
      regulations.

   4) There has been a lack of adherence to effective disclosure
      controls governing the Company's public disclosures and the
      issuance of press releases.

   5) Major transactions were entered into by certain members of
      senior management in violation of Company internal controls.
      Certain members of Senior management failed properly to
      advise the Board of material financial conditions regarding
      major transactions.

   6) Certain members of senior management failed to disclose to
      the Audit Committee and the Board written correspondence by
      the Company's former Chief Financial Officer outlining
      serious concerns over the breakdown of internal controls;
      and

   7) Edward G. Newman and Steven A. Newman affirmatively impeded
      the Audit Committee's investigation in material respects.

In response to the Audit Committee's Report and Recommendations,
the Board approved six actions:

   1) Edward G. Newman was removed as Chairman of the Board and
      Chief Executive Officer of the Company, and from all other
      positions he holds with any Company subsidiaries or
      affiliates.

   2) Steven A. Newman was removed as President and Chief
      Operating Officer of the Company, and Vice Chairman of the
      Board, and from all other positions he holds with any
      Company subsidiaries or affiliates.

   3) The Board formally requested the resignations of Edward G.
      and Steven A. Newman as Directors of the Company, but
      neither individual has agreed to resign from the Board at
      this time.

   4) Retired General William Tuttle was appointed as the
      Company's Interim Chairman of the Board and Chief Executive
      Officer, while a search is conducted for new management.

   5) The Board authorized the retention of financial experts to
      assist the Board in maximizing shareholder value.

   6) In an effort to promote the independence of the Company's
      Board, three directors of the Company -- James J. Ralabate,
      Dr. Edwin Vogt and Martin Weisberg, each of whom provides
      other services for the Company -- offered to resign from the
      Board.  The Board determined to defer its acceptance of
      these offers upon an orderly transition to a new Board.

                        Auditor Resignation

The Company also disclosed the resignation of Grant Thornton LLP
as the Company's independent auditors.  The Company received a
letter from Grant Thornton LLP on April 14, 2005, stating that
Grant Thornton LLP has concluded that, in its professional
judgment, it can no longer rely on management's representations
and has resigned as the Company's registered independent
accounting firm.  On April 8, 2005, the Company advised investors
and others that, based upon a letter the Company received from
Grant Thornton LLP on April 6, 2005, no reliance should be placed
upon certain of the Company's historical financial statements,
together with the related audit reports the Company received from
its outside auditors.  In light of Grant Thornton LLP's
resignation, the Company advises investors and others to continue
to refrain from relying upon any of the Company's historical
financial statements, together with the related audit reports the
Company received from its outside auditors, Grant Thornton LLP.

The reports of Grant Thornton LLP on the Company's financial
statements for the 2002 and 2003 fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting
principles.  In addition, in connection with the audits of the
Company's financial statements for fiscal years 2002 and 2003, and
in the subsequent interim periods, there were no disagreements
between the Company and Grant Thornton LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved
to the satisfaction of Grant Thornton LLP, would have caused Grant
Thornton LLP to make reference to the matter in connection with
its report.

However, as noted above, Grant Thornton LLP has now concluded
that, in its professional judgment, it can no longer rely on
management's representations.  After Grant Thornton LLP was
advised of the results of the Audit Committee investigation, Grant
Thornton LLP advised the Audit Committee's counsel that certain
members of senior management failed to disclose facts material to
the financial statements and the weaknesses in the internal
controls.  The Audit Committee has discussed the basis for Grant
Thornton LLP's conclusion with Grant Thornton LLP and has
authorized Grant Thornton LLP to respond fully to the inquiries of
any successor accountant concerning this subject.

In light of Grant Thornton LLP's resignation as the Company's
independent auditor and the other matters discussed above, the
Company is unable to predict when new auditors will be selected
and its Form 10-K will be filed.

                        Board Changes

William Tuttle and two other outside directors, Harry E. Soyster
and Marc Ginsberg, will serve as co-chairmen in a newly created
Office of the Chairman of the Board.  Although the three co-
chairmen will act as directors and not as management, they will
provide counsel and be a resource to senior management.

On April 23, 2005, Mr. Tuttle formally resigned as the Company's
Interim Chairman and Chief Executive Officer and joined Messrs.
Soyster and Ginsberg in forming the newly created Office of
Chairman of the Board.  Mr. Tuttle's resignation was based upon
his concerns about his ability to satisfy unilaterally the
significant time commitments required to effectively address the
needs of shareholders and employees.  Mr. Tuttle also stated that
he remains committed to continued participation in the effort to
determine the best way forward for the Company, working along with
Messrs. Soyster and Ginsberg.

          Federal Prosecutors Commence Investigation

The Company was contacted by the U. S. Attorney's Office for The
Eastern District of Virginia, on April 22, that it is opening an
investigation into the Company.  Also, the Audit Committee,
through its legal counsel, has contacted the Securities and
Exchange Commission in connection with the previously disclosed
Audit Committee investigation and findings.  The Company will
cooperate fully in these investigations and any others.

                   Severe Liquidity Concerns

The Company affirmed that it continues to face a severe liquidity
crisis and possible insolvency.  There can be no assurances that
the Company will have sufficient cash to meet its financial
obligations or fund continuing operations.  The Office of the
Chairman of the Board is authorized to retain a consultant
with financial and management restructuring expertise.  The
Company intends to work with such adviser to reduce costs,
conserve cash, and obtain advice regarding restructuring and other
alternatives to maximize shareholder value.

                           New CEO

On Apr. 27, 2005, the Company disclosed the appointment of
Perry L. Nolen as its president and chief executive officer,
effective April 26, 2005.

Mr. Nolen has been with Xybernaut for five years, serving as
president of Xybernaut Solutions, Inc., a wholly owned subsidiary
of Xybernaut Corporation.  XSI specializes in mobile computing
solutions, enterprise project management, integration services and
software development.  XSI, formerly Selfware, Inc., was acquired
and integrated by Xybernaut in 2000.  Mr. Nolen served in various
management positions with Selfware for more than two years prior
to the acquisition.

The Company has also retained Alfred F. Fasola, a consultant with
extensive financial and management restructuring expertise, to
advise the Company with respect to reducing costs, conserving
cash, restructuring and other alternatives to maximize shareholder
value.

                     Work Force Reduction

The Company also announced that its work force has been reduced by
approximately 50% on a worldwide basis.  The reduction in force is
part of an overall plan to streamline operations, focus on core
industry opportunities and cut operating costs throughout the
Company, both in the U.S. and internationally.  "Though these
actions are extremely difficult, we feel that they are important
initial steps and necessary to move the Company forward quickly
and efficiently allowing us to focus on our most critical
functions," stated Mr. Nolen.

"I have worked with many companies as they moved through
restructurings.  What I have found in Xybernaut is a team of truly
dedicated professionals that have built a strong brand and demand
for mobile/wearable computing technologies and services," stated
Mr. Fasola.  "The Company also has a solid base of 'blue chip'
customers in each of its target industry sectors. I look forward
to working with the core team to reshape a more efficient and
effective operation from top to bottom."

                        About Xybernaut

Xybernaut Corporation -- http://www.xybernaut.com/-- provides
wearable/mobile computing hardware, software and services,
bringing communications and full-function computing power in a
hands-free design to people when and where they need it.
Headquartered in Fairfax, Virginia, Xybernaut has offices and
subsidiaries in Europe (Benelux, Germany, UK) and Asia (Japan,
China, Korea).


YES! ENTERTAINMENT: Trust Wants to Delay Closing to July 31
-----------------------------------------------------------
Executive Sounding Board Associates Inc., the Trustee of the
Yes! Entertainment Corporation Liquidating Trust overseeing the
liquidation of Yes! Entertainment Corporation's assets and
distributions to creditors, asks the U.S. Bankruptcy Court for the
District of Delaware to delay entry of a final decree closing the
company's case.

The purpose of the extension is to allow for the resolution of the
adversary proceeding commenced against Wham-O, the Liquidating
Trust says.

In March 1998, YES! Entertainment sold its Food and Girls Activity
business units to Wham-O, Inc., in exchange for:

    -- a $9.8 million up-front cash payment;

    -- up to $600,000 more pending a final inventory
       reconciliation;

    -- a $2.5 million contingency payment to be earned based upon
       certain performance criteria for the Food line in the first
       year, and

    -- royalties of up to $5.5 million over a seven-year period.

The Liquidating Trust says it can't make a final distribution
until the Wham-O Action is resolved and the full scope of
liquidated assets to be distributed is known.

Headquartered in Pleasonton, California, Yes! Entertainment
Corporation, developed, manufactured and marketed toys and other
entertainment and interactive products.  The Company filed for
chapter 11 protection on February 9, 1999 (Bankr. D. Del. Case No.
99-273).  Anthony M. Saccullo, Esq., and Jeffrey M. Schlerf, Esq.,
at The Bayard Firm represented the Debtor.  When the Debtor filed
for protection from its creditors, it listed $18,635,000 in total
assets and $19,680,000 in total debts.  Blank Rome Comisky &
McCauley, LLP, and Squadron Ellenoff Plesent & Sheinfeld LLP
represented the Official Committee of Unsecured Creditors.  On
December 11, 2001, the Honorable Mary F. Walrath confirmed a First
Amended Plan of Reorganization.  In April 2002, the Plan became
effective.


YOUNG BROADCASTING: 100% of Noteholders Tender 8-1/2% Sr. Notes
---------------------------------------------------------------
Young Broadcasting Inc. (NASDAQ: YBTVA) disclosed that 100% of its
$246,890,000 outstanding principal amount of 8-1/2% Senior Notes
due 2008 had been validly tendered and not validly withdrawn
pursuant to its previously announced cash tender offer and consent
solicitation.  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.

YBI has also received the consents necessary to adopt the proposed
amendments to the indenture governing the Notes, and a
supplemental indenture to effect such proposed amendments has been
executed.

The Offer is scheduled to expire at 5:00 p.m., New York City time,
on May 13, 2005, unless extended or earlier terminated.  On or
about Tuesday, May 3, 2005, which is the expected closing date of
YBI's previously announced proposed amended credit facility, YBI
expects to elect to accept for payment all validly tendered Notes.
The obligations of YBI to accept for purchase and pay for Notes in
the Offer is conditioned on, among other things, the closing of
such amended facility, and there can be no assurance that such
closing will occur.

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.

YBI 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.

                       About the Company

Young Broadcasting Inc. (NASDAQ: YBTVA) owns ten television
stations and the national television sales representation firm,
Adam Young Inc. Five stations are affiliated with the ABC
Television Network (WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY,
WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN and WBAY-TV -
Green Bay, WI), three are affiliated with the CBS Television
Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA and KELO-
TV - Sioux Falls, SD) and one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA). KRON-TV - San
Francisco, CA is the largest independent station in the U.S. and
the only independent VHF station in its market.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 22, 2005,
Moody's Investors Service assigned B1 ratings to Young
Broadcasting Inc.'s $295 million in new senior secured credit
facilities ($20 million revolving credit facility due 2010,
$275 million senior secured term loan B due 2013).

Additionally, Moody's affirmed Young's existing ratings, including
a B2 senior implied rating, and changed the outlook to negative.
The proceeds from the issuance will be used to redeem the
company's 8.5% senior notes due 2008.  Thus, the transaction is
neutral to leverage.

The negative outlook incorporates Young's still high debt burden,
operating margins that lag peers in the television broadcast
sector, and our expectation that the company will continue to burn
cash in the near-term.  Accordingly, absent asset sales, the
company is not able to meaningfully reduce debt.


* Moody's Comments on Effect of New Bankruptcy Law on Consumers
---------------------------------------------------------------
Moody's Investors Service anticipates no rating changes for US
consumer lenders as result of the federal bankruptcy legislation
passed on April 14, the agency said in a report issued this week.
Despite intense lobbying by consumer lenders in favor of greater
restrictions on consumer bankruptcy filings, Moody's says that
over the longer term the amendments will lead, at best, to a very
modest improvement in net charge-offs for credit card lenders and
auto lenders.

"We do not believe the amendments will lead to any significant
changes in the profitability of US consumer lenders and do not
anticipate any ratings changes in the sector as a result of this
legislation," said David Fanger, a Moody's analyst and author of
the report.

Auto lenders might benefit most from the legislation because of
its prohibition on "cramdowns" on recent auto loans. Cramdowns
reduce the secured obligation amount to the current value of the
vehicle rather than the current loan amount due.  That benefit of
the cramdown prohibition, however, could be offset by the highly
competitive and fragmented nature of the auto industry, which
would pressure lenders to lower their pricing and offset any
potential earnings improvements, the agency said.

The amendments are unlikely to have any impact on mortgage and
home equity lenders, because loans secured by residential real
estate already have a significant advantage over most other loan
types in a consumer bankruptcy, Moody's said.

Over the near term, Moody's says that lenders could sustain a
temporary increase in credit costs as consumers rush to file
before the amendments take effect in October, but says that all
highly-rated diversified consumer lenders have the financial
flexibility to withstand a short lived, one time drop in earnings.

The legislation will introduce a means test for consumers seeking
bankruptcy protection and will force some consumers with incomes
above their states' median household income to file under Chapter
13, which would mandate a partial payment plan, rather than under
Chapter 7, which would force a liquidation of assets.

                        The Main Benefits

The agency does cite several potential benefits to consumer
lenders over the long term, including a likely reduction in the
absolute number of bankruptcy filings.  Moody's cautions, however
that this benefit will not translate into a one-for-one reduction
in credit losses, as not all consumers who can't pay their debts
actually file for bankruptcy.

"In the US bank credit card industry, we estimate that only about
45% of total charge-offs are attributable to cardholders filing
for bankruptcy," says Fanger.  "Some consumers who decide not to
file for bankruptcy as a result of the changes still will not be
able to pay their bills.  Those loans are going to get charged off
eventually anyway," he adds.

Consumer lenders may also benefit from the means test imposed by
the new law.  "By forcing more filers into Chapter 13, unsecured
consumer credit lenders stand to receive some minimal increase in
recoveries on accounts charged off because of bankruptcy.  But
Moody's expects that relatively few filers will be affected by the
means test, and believes that the prohibition on cramdowns puts
auto lenders in a more advantageous position than credit card
lenders.

A final factor to consider, says Moody's, is whether any of the
potential savings resulting from the amendments (in the form of
higher recoveries and lower net charge-offs) will actually fall to
the bottom line.  "A chief argument the industry used in promoting
this legislation was that the rising costs of unpaid loans hurt
all consumers, as the industry had to pass the costs through to
their customers in the form of higher fees and interest rates.  If
the cost of unpaid loans declines, the industry might lower fees
and interest rates and return those savings to customers.  Should
lenders choose not to lower their fees and rates, the improved
profitability of lending to higher risk customers might lead some
lenders to become more aggressive in lending to such customers.
If this were the case, any increase in profitability might be
offset by an increase in the lender's risk profile," Fanger says.

The report, Bankruptcy Law Changes Unlikely to Have Significant
Impact on U.S. Consumer Lenders, is available now on
http://www.Moodys.com/


* S&P Provides Greater Differentiation of Short-term Credit Risk
----------------------------------------------------------------
To help meet the evolving needs of multiple classes of investors
in today's capital markets, Standard & Poor's Ratings Services has
introduced an expanded short-term speculative-grade ratings scale.
Initially assigned to 73 U.S.- and Canada-based industrial and
utility companies, these short-term ratings represent S&P's
opinion of the relative creditworthiness of an obligor within a
12-month horizon.

The expanded ratings scale provides greater differentiation of
short-term credit risk, greater transparency with respect to near-
term risk, and more flexibility in the correlation between short-
and long-term ratings.  The scale now includes the following
possible short-term ratings for issuers with speculative-grade
("BB+" or below) long-term ratings: 'A-3,' 'B-1,' 'B-2,' 'B-3,'
'C,' and 'D.'

The new short-term ratings are explained more fully in a report,
"Expanded Short-Term Ratings Scale And Analytics Introduced For
Speculative Grade Issuers" released last month.  Substantial
additional detail and analysis of short-term credit factors for
each issuer is included in summary research reports provided for
the selected speculative grade issuers, also being published
today.  These research reports focus specifically on non-
investment-grade issuers' credit quality/risk, with an emphasis on
cash flow analytics, liquidity (including loan covenant analysis),
and relevant near-term business factors.  A list of the
speculative grade issuers assigned under the new short
term rating scale is provided at the end of this release.

"While Standard & Poor's credit ratings have traditionally
considered a medium- to long-term horizon -- typically three to
five years -- many investors are also uniquely focused on the
short term," said Edward Emmer, Executive Managing Director,
Corporate and Government Ratings, Standard & Poor's Rating
Services.  "As capital markets become increasingly specialized,
we believe this short-term rating scale, together with other
recent initiatives like enhanced liquidity analysis for
investment-grade issuers and bank loan recovery ratings, offer
investors tools and analysis that meet different information
requirements and investment time horizons."

In keeping with its policy of transparency in the ratings process,
Standard & Poor's sought comments from the market on its proposed
short-term criteria during a 30 day comment period that closed
last month.

"Respondents were very supportive in general," said Cliff Griep,
Executive Managing Director, Chief Credit Officer, Standard &
Poor's Rating Services, "and saw the benefits of greater
transparency and rating deconstruction, including in-depth
liquidity analysis and differentiation of companies with
similar long-term ratings provided by the de-linked nature of the
short-term versus long-term ratings.  While we were not able to
incorporate all suggestions made at this time we will continue
discussions with market participants."

As discussed more fully in S&P's report dated April 19, 2005,
about 93% of the initial total speculative-grade universe is
concentrated among the 'B-1,' 'B-2,' and 'B-3' categories; 41%
received a 'B-2' rating, and 34% received a 'B-1' rating.  As
expected, the predominant short-term rating for 'BB' category
long-term rated issuers is 'B-1,' as issuers with stronger long-
term credit profiles also tend to demonstrate stronger short-term
credit dynamics.  Yet, although 45% of the 'BB' category issuers
received a 'B-1' rating, the 'BB' category also includes a large
number of 'B-2' ratings (along with a minority of 'A-3' and 'B-3'
short-term ratings).

The report also includes general observations on the initial
universe of speculative-grade issuer ratings. Based on total debt
outstanding, the Utilities industry has the largest amount of debt
assigned short-term speculative-grade ratings, at $69 billion,
compared with the next-largest sector, Telecom, at $66 billion.
Similarly, based on the number of issuers, the distribution by
industry is skewed toward the Utilities sector, with 15
issuers.  The next-largest is the Telecom sector with eight
issuers.  The average debt per speculative-grade issuer is
approximately $3.8 billion.

Standard & Poor's expects to increase its universe of short-term
speculative-grade ratings over the next year, including assigning
ratings to U.S. and non-U.S. industrials, utilities, sovereigns,
and financial institutions, and will continue to update the
investment community as additional speculative-grade ratings are
assigned and more data points are collected.

The expanded rationales of each issuer and the full Short-Term
Speculative-Grade Ratings Criteria, are available on Standard &
Poor's Web site at http://www.standardandpoors.com/by clicking on
the "Short-Term Speculative Grade Ratings" headline in the Hot
Topics Box on the home page.

                   About Standard & Poor's

Standard & Poor's, a division of The McGraw-Hill Companies (NYSE:
MHP), is the world's foremost provider of independent credit
ratings, indices, risk evaluation, investment research, data and
valuations.

With 6,000 employees located in 21 countries, Standard & Poor's is
an essential part of the world's financial infrastructure and has
played a leading role for more than 140 years in providing
investors with the independent benchmarks they need to feel more
confident about their investment and financial decisions.  For
more information, see http://www.standardandpoors.com/

            Issuers Receiving New Standard & Poor's
             Short-Term Speculative-Grade Ratings

    Company Name                     Long-Term     Short-term  Industry
                                     Rating/Outlook   Rating   Sector
    ------------                     ------------------------  --------
    AmerisourceBergen Corp.          BB+/Positive     A-3    Retail
    Sun Microsystems Inc.            BB+/Stable       A-3    High Tech
    TRW Automotive Inc.              BB+/Stable       A-3    Auto
    Tesoro Corp.                     BB+/Stable       A-3    Oil & Gas
    Mediacom Communications Corp.    BB-/Stable       B-1    Telecom & Cable
    Del Monte Foods Co.              BB-/Positive     B-1    Consumer
Products
    Sinclair Broadcast Group Inc.    BB-/Negative     B-1
Media/Entertainment
    Service Corp. International      BB/Stable        B-1    Health Care
    Lucent Technologies Inc.         B/Positive       B-1    High Tech
    Juniper Networks Inc.            B+/Positive      B-1    High Tech
    Xerox Corp.                      BB-/Stable       B-1    High Tech
    Georgia-Pacific Corp.            BB+/Stable       B-1    Forest Products
    Mosaic Co.                       BB/Stable        B-1    Chemicals
    INVISTA B.V.                     BB/Stable        B-1    Chemicals
    JohnsonDiversey Holdings Inc.    BB-/Stable       B-1    Chemicals
    Lyondell Chemical Co.            B+/Watch Pos     B-1    Chemicals
    Silgan Holdings Inc.             BB/Positive      B-1    Packaging
    Crown Holdings Inc.              BB-/Stable       B-1    Packaging
    Tenneco Automotive Inc.          B+/Positive      B-1    Auto
    ArvinMeritor Inc.                BB+/Negative     B-1    Auto
    Terex Corp.                      BB-/Stable       B-1    Capital Goods
    United States Steel Corp.        BB/Stable        B-1    Metals & Mining
    Chesapeake Energy Corp.          BB-/Positive     B-1    Oil & Gas
    CMS Energy Corp.                 BB/Stable        B-1    Utilities
    AmeriGas Partners L.P.           BB+/Stable       B-1    Utilities
    TECO Energy Inc.                 BB/Stable        B-1    Utilities
    NRG Energy Inc.                  B+/Stable        B-1    Utilities
    Tucson Electric Power Co.        BB/Stable        B-1    Utilities
    Amazon.com                       B+/Positive      B-1    Retail
    Boyd Gaming Corp.                BB/Stable        B-2    Hotel & Gaming
    Penn National Gaming Inc.        BB-/Positive     B-2    Hotel & Gaming
    Las Vegas Sands Inc.             BB-/Stable       B-2    Hotel & Gaming
    Station Casinos Inc.             BB/Positive      B-2    Hotel & Gaming
    Cablevision Systems Corp.        BB/Developing    B-2    Telecom & Cable
    Qwest Communications Intl. Inc.  BB-/Watch Neg    B-2    Telecom & Cable
    Time Warner Telecom Inc.         B/Negative       B-2    Telecom & Cable
    Centennial Communications Corp.  B-/Positive      B-2    Telecom & Cable
    Dole Food Co. Inc.               BB-/Negative     B-2    Consumer
Products
    Interpublic Group of Cos. Inc.   BB-/Watch Neg    B-2    Media &
                                                             Entertainment
    Triad Hospitals Inc.             BB-/Positive     B-2    Health Care
    IKON Office Solutions Inc.       BB/Stable        B-2    High Tech
    Rite Aid Corp.                   B+/Stable        B-2    Retail
    Headwaters Inc.                  B+/Positive      B-2    Forest Products
    Goodyear Tire & Rubber Co.       B+/Stable        B-2    Auto
    Nortek Inc.                      B/Stable         B-2    Forest Products
    AK Steel Corp.                   B+/Stable        B-2    Metals & Mining
    JetBlue Airways Corp.            BB-/Negative     B-2    Airlines
    Allegheny Energy Inc.            B+/Positive      B-2    Utilities
    Williams Cos. Inc. (The)         B+/Stable        B-2    Utilities
    Forest Oil Corp.                 BB-/Stable       B-2    Oil & Gas
    Dynegy Inc.                      B/Negative       B-2    Utilities
    Pacific Energy Partners L.P.     BB/Stable        B-2    Utilities
    Sierra Pacific Resources         B+/Negative      B-2    Utilities
    Avista Corp.                     BB+/Stable       B-2    Utilities
    Reliant Energy Inc.              B+/Stable        B-2    Utilities
    Vintage Petroleum Inc.           BB-/Negative     B-2    Oil & Gas
    Novelis Inc.                     BB-/Stable       B-2    Metals & Mining
    Tembec Inc.                      B/Stable         B-2    Forest Products
    Rogers Communications Inc.       BB/Stable        B-2    Telecom & Cable
    Great Atlantic & Pacific         B-/Negative      B-3    Retail
       Tea Co. Inc. (The)
    Charter Communications Inc.      CCC+/Negative    B-3    Telecom & Cable
    Level 3 Communications Inc.      CCC/Developing   B-3    Telecom & Cable
    Tenet Healthcare Corp.           B/Negative       B-3    Health Care
    Northwest Airlines Corp.         B/Negative       B-3    Airlines
    AMR Corp. (parent of             B-/Stable        B-3    Airlines
       American Airlines Inc.)
    Continental Airlines Inc.        B/Negative       B-3    Airlines
    Flowserve Corp.                  BB-/Stable       B-3    Capital Goods
    Smurfit-Stone Container Corp.    B+/Stable        B-3    Forest Products
    Aquila Inc.                      B-/Negative      B-3    Utilities
    El Paso Corp.                    B-/Stable        B-3    Utilities
    PSEG Energy Holdings LLC         BB-/Negative     B-3    Utilities
    Nortel Networks Ltd.             B-/Watch Dev     B-3    High Tech
    Paxson Communications Corp.      CCC+/Negative    C
Media/Entertainment


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
May 4, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

May 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Billiards Networking Event
         G Ques, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

May 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/CFA Spring Golf Outing
         The Woodlands, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

May 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/CFA Spring Tennis Outing
         The Woodlands, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

May 06, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (NYC)
         U.S. Bankruptcy Court SDNY, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

May 9, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millenium Broadway New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Errors, Omissions and Fraud
         Newark Club, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

May 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Welcome to Spring Networking and Panel Discussion
         Hotel du Pont, Wilmington, DE
            Contact: 215-657-5551 or http://www.turnaround.org/

May 11, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Breakfast Meeting with RMA
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/


May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 17, 2005
   NEW YORK INSTITUTE OF CREDIT
      26th Annual Credit Smorgasbord
         Arno's Ristorante, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

May 17, 2005
   NEW YORK INSTITUTE OF CREDIT
      26th Annual Credit Smorgasbord
         Arno's Ristorante, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      How Rainmakers Make It Pour
         The East Bank Club, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Quarterly Meeting
         Waller Lansden Dortch & Davis, Nashville, TN
            Contact: 615-850-8678 or http://www.turnaround.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA May Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Golf Tournament [Carolinas]
         Venue - TBA
            Contact: 704-926-0359 or http://www.turnaround.org/

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Great Lakes Regional Conference
         Peek'N Peak Resort, Findley Lake, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

May 23, 2005 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island TMA Golf Outing
         Indian Hills, Northport, LI
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf Outing - Joint with CFA, RMA & IWIRC
         NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

May 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Outing
         Crooked Creek Country Club, Alpharetta, GA
            Contact: 770-859-2404 or http://www.turnaround.org/

May 31, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2005 (Date is tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      12th Annual Charity Golf Tournament
         Venue - TBA
            Contact: 203-877-8824 or http://www.turnaround.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New York Golf Tournament (for members only.)
         Fresh Meadows Country Club, Lake Success, NY
            Contact: 646-932-5532 or http://www.turnaround.org/

June 7, 2005
   NEW YORK INSTITUTE OF CREDIT
      NYIC 86th Annual Award Banquet
         New York Hilton and Towers, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

June 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA-LI Women's Marketing Initiative: Afternoon Tea
         Milleridge Inn, Long Island, NY
            Contact: 516-465-2356 / 631-434-9500 or
                     http://www.turnaround.org/

June 9-10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Mid-Atlantic Regional Symposium
         Atlantic City, NJ
            Contact: 908-575-7333 or http://www.turnaround.com/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Sixth Annual Astros Baseball Outing
         Minute Maid Park, Houston, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

June 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Fifth Annual Charity Golf Outing
         Harborside International Golf Center, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night - Somerset Patriots Baseball
         Commerce Bank Ballpark, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

July 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island Chapter Manhattan Cruise (In Planning - Watch
      for Announcement)
         Departing from Manhattan
            Contact: 516-465-2356; 631-434-9500
            or http://www.turnaround.org/

July 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Law Review (in preparation for the CTP
      exam) [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

July 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 21-22, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         Boston, MA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 11-12, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         San Francisco, CA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, NY
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, NY
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, NY
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, WA
            Contact: 503-223-6222 or http://www.turnaround.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, MD
            Contact: 703-912-3309 or http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.com/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***