TCR_Public/050505.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, May 5, 2005, Vol. 9, No. 105

                          Headlines

A.P.I. INC: Insurers Agree to $13.9 Million Asbestos Settlement
AADCO AUTOMOTIVE: Board Names Cal Parent as Director
AARON & ALCENA STONE: Case Summary & 7 Largest Unsecured Creditors
ALLIANCE ONE: Moody's Cuts Planned Sr. Unsec. Notes' Rating to B3
ALLIANCE ONE: S&P Puts Low-B Ratings on $1.1 Billion Loans & Notes

APPLIED IMAGING: PwC Raises Going Concern Doubt in Annual Report
ARTHUR CECIL & EUGENIE KLAPSTEIN: Section 304 Petition Summary
ATA AIRLINES: Asks Court to Extend L/C Facility for 2 More Months
AUDIO VISUAL: Moody's Rates Planned $120M Sr. Sec. Facility at B1
BEAR STEARNS: Fitch Puts Low-B Ratings on M-7 & M-8 Cert. Classes

BONHAM HOUSING: Case Summary & 11 Largest Unsecured Creditors
BRIDGE INFO: Welsh Carson Wants Disclosure About Distributions
BUEHLER FOODS: Files for Chapter 11 Protection in S.D. Indiana
BUEHLER FOODS: Case Summary & 79 Largest Unsecured Creditors
CALEAST INDUSTRIAL: Moody's Pares Issuer Rating to Ba1 from Baa3

CALL-NET ENT: Posts $13 Million Net Loss in First Quarter 2005
CARLIN MESSENGER: Taps Leslie D. Jacobson as Bankruptcy Counsel
CARMIKE CINEMAS: S&P Rates Proposed $455MM Sr. Sec. Facility at B
CHARTER COMMS: Mar. 31 Balance Sheet Upside Down by $4.7 Billion
CITATION CORP: Wants KPMG as Valuation Consultants

COLUMBIA PLACE: Case Summary & 6 Largest Unsecured Creditors
CONCENTRA OPERATING: March 31 Balance Sheet Upside-Down by $53-Mil
COOL COOL WATER: Case Summary & 8 Largest Known Creditors
CRI RESOURCES: Creditors Must File Proofs of Claim by May 15
CRI RESOURCES: Gets Court Nod to Tap Albert Weiland as Counsel

DI DONATO: Case Summary & 40 Largest Unsecured Creditors
DJD GOLF: Voluntary Chapter 11 Case Summary
DANNY ARMSTRONG: Case Summary & 10 Largest Unsecured Creditors
DATATEC SYSTEMS: Gets Exclusive Periods Extended to Aug. 11
DECISION ONE: Expects to Lay-Off 200 Customer Service Reps

DONNKENNY INC: Plan's Involuntary Third-Party Releases Draw Fire
EURAMAX INT'L: Soliciting Consents to Amend 9-1/2% Sr. Sub. Notes
EXCITE@HOME: Unsec. Creditors Contribution to Bondholders is $18M
EXOTIC CAR: Case Summary & 2 Largest Known Creditors
FEDERAL-MOGUL: Names Peter Becker Customer Satisfaction VP

FLEXTRONICS: Wants to Buy India-based Subsidiary's Public Equity
GATEWAY GRAPHICS: Case Summary & 21 Largest Unsecured Creditors
GLASS GROUP: Files its Schedules of Assets & Liabilities in Del.
GREATHOUSE PACKAGING: Case Summary & 20 Largest Creditors
GREAT SCOTT: Voluntary Chapter 11 Case Summary

GRUPO IUSACELL: 14-1/4% Bondholders Deliver Acceleration Notice
GRUPO IUSACELL: Asks Shareholders to Scrap U.S. Stock Trading
H&M TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors
HARRY LEE CORLEY: Voluntary Chapter 11 Case Summary
HARTCOURT COS: Losses & Neg. Cash Flow Prompt Going Concern Doubt

HAWAIIAN HOLDINGS: Expects 45M Outstanding Shares Following Exit
HOLMES GROUP: Moody's Puts B1 Rating on New $85M Tack-On Term Loan
HUFFY CORP: Brings-In Jefferson Wells for Internal Audit Work
HUNTSMAN CORP: Reports Positive EBITDA & Net Loss in First Quarter
HY & ZEL: Restructures Under CCAA Protection in Canada

INTERSTATE BAKERIES: Closing Charlotte, N.C. Bakery
JOHN BYRD: Case Summary & 3 Largest Unsecured Creditors
KAISER ALUMINUM: Asks Court to Okay Avista et al. Consent Decree
KAISER ALUMINUM: Wants Insurer's Confirmation Objections Overruled
KIMBERLY OREGON: Files Schedules of Assets & Liabilities

LOMA LINDA: S&P Lifts Ratings on $52.3 Million Series 1999 Bonds
MAGELLAN HEALTH: Good Performance Cues S&P to Change Outlook
MAGIC LANTERN: Auditors Doubt Going Concern Viability
MAULDIN-DORFMEIER: Selling Equipment & Vehicles for $1.7 Million
MAULDIN-DORFMEIER: St. Paul Won't Allow Use of Cash Collateral

MCI INC: Fitch Keeps Sr. Debt B Rating on Watch Negative
MCI INC: To Release 2005 First Quarter Results Today
MERIDIAN AUTOMOTIVE: Committee Formation Meeting Set for May 9
MERIDIAN AUTOMOTIVE: First Creditors' Meeting Slated for June 3
MERIDIAN AUTOMOTIVE: Utilities Restrained from Halting Service

MERIDIAN AUTOMOTIVE: Hires Trumbull Group as Claims Agent
MID-AMERICA: Case Summary & 37 Largest Unsecured Creditors
MID-AMERICA APT: Moody's Withdraws Ratings for Business Reasons
MOLECULAR STAGING: Dissolves Under D.G.C.L. & Claims Due May 19
MURRAY INC: Creditors Must File Proofs of Claims by May 31

NRG ENERGY: Eyed Possible Merger with Mirant Corp.
NANOMAT INC.: Trustee Wants Houston Harbaugh as His Counsel
NATIONAL ENERGY: ET Power's Notice to Settle TransCanada Dispute
NOBLE DREW: Files Schedules of Assets & Liabilities
NORTHWESTERN: Magten & Law Debenture Want Confirmation Revoked

OMNIGRACE THAILAND: Section 304 Petition Summary
PC LANDING: Preston Gate's Role Expands to Include Hiring Experts
PHOENIX COLOR: S&P Junks $35 Million Second Lien Loan
R.I.A. MELBOURNE: Case Summary & 14 Largest Unsecured Creditors
RELIANCE GROUP: Court Okays Interparty Agreement with J. Goodman

SKIN NUVO: U.S Trustee Appoints 7-Member Creditors Committee
SOUTHWEST RECREATIONAL: Trustee Wants to Sell SRI Stock for $50K
TIAA STRUCTURED: Moody's Junks $35M Class C Senior Secured Notes
TV AZTECA: Asks Shareholders to Scrap U.S. Stock Trading
TECHNOLOGY SYSTEMS: Voluntary Chapter 11 Case Summary

TEMBEC INC.: Weak Earnings Spur S&P's Negative Outlook
THISTLE MINING: Affected Creditors Approve Reorganization Plan
TORCH OFFSHORE: Inks Settlement Pact with ExxonMobil Corporation
TORCH OFFSHORE: Wants to Sell Vessels to Cal Dive for $92 Million
TORCH OFFSHORE: Wants Exclusive Period Extended Through August 5

UAL CORP: Wins Court Ruling on Air Wisconsin Transition Pact
U.H. HOUSING: Voluntary Chapter 11 Case Summary
UNITED HOSPITAL: Gets Interim Nod on Kimco/SB DIP Financing Deal
UNUMPROVIDENT CORP: Earns $152.2 Million of Net Income in 1st Qtr.
US AIRWAYS: Fitch Talks About Proposed America West Merger

VAN ELWAY: Case Summary & 2 Largest Unsecured Creditors
VERY LTD.: Files Schedules of Assets & Liabilities in New York
VENTURE HOLDINGS: Forms New Venture Holdings; Sells All Assets
VERIZON GLOBAL: Fitch Keeps Long-Term Debts on Watch Negative
VSOURCE: Delays Form 10-K Filing to Reflect Exchange Offer

VTEX ENERGY: Talking to Lender to Restructure $3.6 Million of Debt
WET SEAL: Closes Equity Financing Transaction with Lenders
WORLDCOM INC: Tax Claim Objection Deadline Extended to June 16

* Moody's Reports Canadian Default Rate Unchanged in 2004

                          *********

A.P.I. INC: Insurers Agree to $13.9 Million Asbestos Settlement
---------------------------------------------------------------
A.P.I. Inc. sought and obtained approval from the U.S. Bankruptcy
Court for the District of Minnesota to enter into a settlement
agreement with St. Paul Fire and Marine Insurance Company and
Travelers Casualty and Surety Company.

A.P.I. sought coverage under the St. Paul policy and Travelers
policy for certain Asbestos Claims.  While the insurers have paid
millions for the Asbestos Claims, the nature and extent of their
obligations are unclear.  The insurers claim that the applicable
limit under the policies have been exhausted.  The coverage
dispute gave rise to litigation and negotiations spanning three
years.  

With the aid of court-appointed mediator former Minnesota Supreme
Court Justice James Gilbert, the parties were able to resolve the
coverage dispute.

Pursuant to the settlement agreement, the insurers agree to pay
$13.9 million to the Debtor's estate.  The insurers also agree to
pay $146,281 of legal costs.

The Asbestos Claimants Committee and Thomas H. Carey, the Future
Claims Representative, participated in and approved the settlement
agreement.

Headquartered in St. Paul, Minnesota, A.P.I. Inc., f/k/a A.P.I.
Construction Company -- http://www.apigroupinc.com/-- is a  
wholly-owned subsidiary of the API Group, Inc., and is an
industrial insulation contractor.  The Company filed for chapter
11 protection on January 5, 2005 (Bankr. D. Minn. Case No.
05-30073).  James Baillie, Esq., at Fredrikson & Byron P.A.,
represents the Debtor in its restructuring.  When the Debtor filed
for protection from its creditors, it listed total assets of
$34,702,179 and total debts of $63,000,000.


AADCO AUTOMOTIVE: Board Names Cal Parent as Director
----------------------------------------------------
AADCO Automotive Inc. elected Cal Parent as a new member to the
Board of Directors.  Mr. Parent has been the President of
Synergetic Holdings Ltd. since 1999, and prior thereto held the
position of President at Ross Roy Communications.  Mr. Parent
previously served as a director of the Corporation from 2001 to
2003 and has also had a long-standing relationship with the
Corporation as an investor.  The directors and management team of
AADCO look forward to Mr. Parent's continued involvement with the
Corporation.

AADCO disclosed the resignation of Douglas Kemp-Welch from the
board for personal reasons.  The Board expressed its gratitude to
Mr. Kemp-Welch for his commitment and dedication to the
Corporation during the restructuring period.

                        About the Company

AADCO Automotive Inc. is a growing Canadian public company with a
unique business model committed to complete vehicle dismantling to
provide quality used OEM parts, recyclable core from insurance
salvage and aftermarket parts to meet the needs of the
collision/mechanical repair industry.  AADCO serves over 3000
collision/mechanical repair clients across Ontario through it's
LKQ parts division.  AADCO maintains one of the largest unbolted
inventories of quality used OEM parts in Canada at it's 87,000 sq.
ft. facility In Brampton, Ontario.  AADCO is the only auto
recycler to have been awarded the ECOLOGO for environmental
stewardship.

At Dec. 31, 2004, AADCO Automotive's stockholders' deficit
narrowed to $2,693,810 from a $2,928,010 deficit at June 30, 2004.


AARON & ALCENA STONE: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------------
Debtors: Aaron W. Stone & Alcena Stone
         dba A.S. Stones Financial Properties
         502 Johnson Street
         Manchester, Tennessee 37355

Bankruptcy Case No.: 05-04939

Type of Business:  The Debtors are co-owners of A.S. Stones
                   Financial Properties.  The Debtors previously
                   filed for chapter 11 protection on November 1,
                   2004 (Bankr. M.D. Tenn. Case No. 04-13281).
                   Their partner, Danny Joe Armstrong, filed for
                   chapter 11 protection on April 21, 2005 (Bankr.
                   M.D. Tenn. Case No. 05-04941).

Chapter 11 Petition Date: April 21, 2005

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine

Debtors' Counsel: Paul E. Jennings, Esq.
                  Paul E. Jennings Law Offices, P.C.
                  805 South Church Street Suite 3
                  Murfreesboro, Tennessee 37130

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtors' 7 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
US Bank Comm. Loan            Line of credit             $35,000
P.O. Box 790401
St. Louis, MO 53279

US Bank Comm. Loan            Line of credit             $34,300
P.O. Box 790401
St. Louis, MO 53279

US Bank                       Elan credit card           $13,663
P.O. Box 790408
St. Louis, MO 53179

Discover Card                 Credit card                 $8,870
P.O. Box 1521
Wilmington, DE 19886

Verizon                       Cell phone                   $418
404 Brock Drive
Bloomington, IL 61701

Coffee Co. Trustee            2001, 2002 & 2003          Unknown
1341 McArthur Drive           Taxes
Manchester, TN 37355

Manchester City Taxes         2001, 2002 & 2003          Unknown
200 West 4th Street           Taxes
Mnchester, TN 37355


ALLIANCE ONE: Moody's Cuts Planned Sr. Unsec. Notes' Rating to B3
-----------------------------------------------------------------
Moody's Investors Service:

   * affirmed the B1 rating of the proposed senior secured credit
     facilities of Alliance One International Inc.,

   * assigned a B1 rating to the new proposed $200 million Tranche
     B term loan of Intabex Netherlands BV,

   * downgraded the rating of the proposed senior unsecured notes
     to B3 from B2, and

   * withdrew the B3 rating of the company's proposed $200 million
     senior subordinated notes.  

The rating actions follow the revision announced on May 3, 2005 of
the company's contemplated capitalization structure.

Ratings affirmed:

   -- Alliance One

      * B1 for senior implied

      * B1 for a three-year $300 million secured revolving credit
        facility

   -- Intabex Netherlands BV

      * B1 for a three-year $150 million secured Tranche A term
        loan

Rating downgraded:

   -- Alliance One

      * $450 million senior notes due in 2012 and 2013, to B3 from
        B2

Rating withdrawn:

   -- Alliance One

      * B3 for $250 million senior subordinated notes due in 2015

On May 3, 2005, Dimon and Standard Commercial announced the change
in the capitalization structure to be put in place at closing of
the merger between the two companies.  In November 2004, Dimon and
Standard Commercial announced their intent to combine under a 100%
stock merger, with Dimon being the surviving corporation, which
will be renamed Alliance One International Inc.

The previously anticipated structure was comprised of:

   (1) a three-year $150 million secured term loan, with Alliance
       One International AG being the direct obligor.

   (2) a three-year $300 million secured revolving credit facility

   (3) $400 million senior notes due in 2012 and 2013

   (4) $250 million senior subordinated notes due in 2015

The new anticipated structure is comprised of:

   (1) a three-year $150 million secured Tranche A term loan, with
       Intabex Netherlands BV being the direct obligor.

   (2) a five-year $200 million secured Tranche B term loan, with
       Intabex Netherlands BV being the direct obligor.

   (3) a three-year $300 million secured revolving credit facility

   (4) $450 million unsecured senior notes due in 2012 and 2013

Alliance One will guarantee the bank facilities lent to Intabex
Netherlands BV, a subsidiary of the parent.  For bank facilities,
a pledge on domestic receivables and inventory (with a carve-out
for inventory backed by customer advances) will be added to the
pledge of capital stock of material domestic and first-tier
foreign subsidiaries of Alliance One and its domestic
subsidiaries.  The obligor for the $150 million secured Tranche A
term loan will be changed from Alliance One International AG to
Intabex Netherlands BV.  Intabex Netherlands BV, a subsidiary of
Alliance One, will control 100% of Alliance One International AG.

The affirmation of the B1 senior implied rating reflects the
absence of change in total indebtedness brought by the new
capitalization structure.

The affirmation of the B1 rating of the $300 million revolving
credit facility and the $150 million Tranche A term loan, as well
as the assignment of the B1 rating to the $200 million Tranche B
term loan, reflect our view that the additional collateral granted
to bank lenders offsets the negative effect on recovery of bank
facilities brought about by their $200 million dollar total
increase.

The downgrade of the $450 million unsecured senior notes to B3
from B2 reflects the increase in secured debt structurally senior
to the unsecured senior notes, which will negatively affect the
recovery potential of the notes.

Headquartered in Wilson, North Carolina, Standard Commercial Corp.
is the world's third-largest dealer of leaf tobacco with
operations in more than 30 countries.

Headquartered in Danville, Virginia, Dimon Incorporated is the
world's second-largest dealer of leaf tobacco with operations in
more than 30 countries.


ALLIANCE ONE: S&P Puts Low-B Ratings on $1.1 Billion Loans & Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Danville, Virginia-based Alliance One International Inc. and
Intabex Netherlands B.V.'s proposed $300 million senior secured
revolving credit facility due 2008.

In addition, Standard & Poor's assigned its 'BB-' ratings to
Intabex's $150 million three-year term loan A and $200 million
five-year term loan B.  The 'BB-' rating is the same as the
corporate credit rating on Alliance One.

Standard & Poor's also assigned its 'B' rating to Alliance One's
proposed $450 million of fixed rate senior notes due 2013. The
senior note issue is two notches below the corporate credit rating
because of the amount of priority obligations and secured debt
ahead of the senior unsecured debt issue.  Furthermore, Alliance
One is both a holding company and directly owns certain
U.S. operating assets of the merged companies.

In addition, Standard & Poor's affirmed its 'BB-' corporate credit
rating on Alliance One.  The outlook is negative.  Pro forma for
the refinancing, total rated debt on Alliance One is about $1.1
billion.

Also, the ratings on the following transactions were withdrawn
(which were rated on April 13, 2005):

    (1) a $450 million senior secured credit facility consisting
        of $300 million revolving credit facility and a $150
        million term loan A due 2008;

    (2) $400 million of senior fixed rate and floating rate notes
        due 2012 and 2013; and

    (3) $250 million of senior subordinated notes due 2015.

Alliance One results from the planned merger of the number-two and
number-three independent leaf tobacco dealers, DIMON Inc. and
Standard Commercial Corp., respectively.

Proceeds from the new rated issues will be used to:

    (1) repay all of DIMON's and Standard Commercial's existing
        senior credit facilities;

    (2) to repurchase DIMON's 9.625% senior notes due 2011 and
        7.75% notes due 2013 and Standard Commercial's 8% senior
        notes due 2012; and

    (3) to redeem DIMON's 6.25% convertible subordinated
        debentures.

Upon closing of Alliance One's new debt issues, the ratings on
DIMON's and Standard Commercial's debt issues will be withdrawn.


APPLIED IMAGING: PwC Raises Going Concern Doubt in Annual Report
----------------------------------------------------------------
PricewaterhouseCoopers LLP raised substantial doubt about Applied
Imaging Corp.'s ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Dec. 31, 2004.  The auditors point to the Company's
recurring losses and negative cash flows from operations.  

As of Dec. 31, 2004, the Company had cash and cash equivalents on
hand of $3.9 million, working capital of $603,000, and an
accumulated deficit of $49.3 million.  The Company intends to
finance its operations primarily through its cash and cash
equivalents, future financing and future revenues.

"During 2005, we may have to raise additional funds through the
issuance of equity or debt securities, or a combination thereof,
in the public or private markets in order to continue operations,
or sell the company," the Company stated in its Annual Report.  
"Additional financing and merger opportunities may not be
available, or if available, may not be on favorable terms.  The
availability of financing or merger opportunities will depend, in
part, on market conditions, and the outlook for our company.  Any
future equity financing would result in substantial dilution to
our stockholders.  If we raise additional funds by issuing debt,
we may be subject to limitations on our operations, through debt
covenants or other restrictions.  If adequate and acceptable
financing is not available, we may have to delay development or
commercialization of certain of our products or license to third
parties the rights to commercialize certain of our products or
technologies that we would otherwise seek to commercialize.  We
may also reduce our marketing, customer support or other resources
devoted to our products.  Any of these options could reduce our
sales growth and result in continued net losses."

                      Financial Restatements

In March 2005, the Company restated its consolidated financial
statements for the years ended Dec. 31, 2003 and 2002 and for the
quarters ended March 31, 2004 and June 30, 2004 to reflect
adjustments which arose out of an investigation by its Audit
Committee.  As a result of the then active investigation, the
Company was unable to timely file the Form 10-Q for the quarter
ended September 30, 2004 or to announce its financial results for
that period.

As a result of the investigation, the Audit Committee determined
that the Company had:

   -- incorrectly recorded revenue on sales contracts that
      included commitments for as yet undeveloped software upgrade
      applications for which vendor specific objective evidence
      for the fair value had not yet been established;

   -- incorrectly recorded revenue on certain sales contracts upon
      shipment rather than recording revenue when customer
      acceptance criteria had been met; and on certain other
      transactions where it had recorded revenue upon shipment of
      sales with participation by a third party financing company,
      but had not met all the revenue recognition criteria
      necessary to recognize revenue.

   -- incorrectly recorded revenue on certain transactions where
      additional revenue on extended warranty/post customer
      support (software maintenance and service) arrangements were
      inappropriately recognized resulting in incorrect revenue
      being recognized and/or deferred at the time of product
      shipment.

                        Internal Controls

As part of its investigation, the Audit Committee evaluated the
effectiveness of certain internal controls and procedures.  The
Committee concluded that there existed material weaknesses in a
number of areas in the Company's system of internal controls and
procedures as of the date of the initial filing of its Dec. 31,
2003 Form 10-K.  As a result of their evaluation, the Committee
has directed management to implement measures designed to
reasonably ensure that information required to be disclosed in the
Company's periodic reports is complete, recorded, processed,
summarized accurately and reported timely.  

"While we have implemented most of these measures, we cannot
provide assurance that these additional measures, will be
effective to reasonably ensure that information we are required to
disclose in reports that we file with the SEC is recorded,
processed, summarized accurately and reported within the time
periods specified in Securities and Exchange Commission rules and
forms," the Company said.  "The effectiveness of our controls and
procedures is limited by four factors:

   -- faulty human judgment and simple error, omissions or
      mistakes;

   -- fraudulent action of an individual or collusion of two or
      more people;

   -- inappropriate management override of procedures; and

   -- the possibility that our enhanced controls and procedures
      may still not be adequate to assure timely and accurate
      information.

"If we fail to maintain effective internal controls and procedures
for financial reporting in place, we could be unable to provide
timely and accurate financial information, be subject to
delisting, and to civil and criminal sanctions."

Headquartered in San Jose, California, Applied Imaging Corp. --
http://www.aicorp.com/-- supplies automated imaging systems  
utilized in genetics and pathology laboratories for the analysis
of chromosomes in cancer and prenatal disorders.  The Company
markets a wide range of imaging systems for fluorescence and
brightfield microscopy applications.  Applied Imaging has
installed over 3,500 systems in over 1,000 laboratories in more
than 60 countries.  The Company is developing a non-magnetic cell
separation technology for isolating and analyzing circulating
tumor cells from the blood of cancer patients.  


ARTHUR CECIL & EUGENIE KLAPSTEIN: Section 304 Petition Summary
-------------------------------------------------------------
Petitioner: Mackay & Company, Ltd.
            
Debtors: Arthur Cecil and Eugenie Klapstein
         c/o Stephen J. Livingston, Esq.
         McLellan, Ross, LLP
         600 West Chambers
         12220 Stony Plain Road
         Edmonton, Alberta T5N 3Y4  CANADA

Case No.: 05-07414

Type of Business: The Debtors are domiciled in and have their
                  principal place of business in Canada.  The
                  Debtor's principal assets at the commencement of
                  the Canadian Bankruptcy Cases were located in
                  Canada.  In the course of the proceedings,
                  Mackay & Company learned of documents and
                  possibly assets located in the United States.
                  Included among the documents and assets are bank
                  records and, upon information and belief, funds
                  in checking accounts held by Bank One Arizona,
                  NA (nka Chase Bank One), Bank of America, NA,
                  and Wells Fargo Bank, NA (fka Norwest Bank) in
                  Phoenix Arizona.

Section 304 Petition Date: April 27, 2005

Court: District of Arizona (Phoenix)

Judge: Chief Judge Sarah Sharer Curley

Petitioners' Counsel: Joseph WM. Kruchek, Esq.
                      Jennings, Strouss & Salmon, P.L.C.
                      8585 East Hartford Drive, #113
                      Scottsdale, Arizona 85255-5474
                      Tel: (480) 874-4700
                      Fax: (480) 874-9500

                         - and -

                      Gary Befus, Esq.
                      Walsh, Wilkins, Creighton, LLP
                      2800 - 6th Avenue, S.W.
                      Calgary, Alberta T2P 4A3  CANADA

No financial data was delivered to the U.S. Bankruptcy Court with
the Sec. 304 Petition.


ATA AIRLINES: Asks Court to Extend L/C Facility for 2 More Months
-----------------------------------------------------------------
On November 12, 2004, the United States Bankruptcy Court for the
Southern District of Indiana approved a stipulation between
National City Bank of Indiana and ATA Airlines, Inc. and its
debtor-affiliates, which authorized the Debtors to use a portion
of the Bank's cash collateral in the Depository Accounts to the
extent the funds exceed the aggregate face amount of outstanding
letters of credit.  As a condition to its consent to the
Stipulation, the Bank was granted adequate protection, including,
but not limited to, a holdback of Excess Funds equal to $150,000.

On December 16, 2004, the Court authorized the Debtors to obtain
postpetition financing from NCBI in the form of a renewal or
extension of letters of credit issued by the Bank.  The loan is
governed by the terms of the parties' December 2002 Credit
Agreement, as amended, all related loan documents and their
November 12, 2004 Stipulation.

Michael P. O'Neil, Esq., at Sommer Barnard Attorneys, PC, in
Indianapolis, Indiana, tells Judge Lorch that the Debtors need to
extend the maturity date for the Letter of Credit Facility for two
months.  The Debtors will use the extension to take care of
expiring letters of credit, and to either negotiate a longer-term
facility or obtain a new facility from a different lender.

Mr. O'Neil points out that the letters of credit issued pursuant
to the Credit Agreement are about to expire.  One letter of credit
expires on May 16, 2005.

The extension will be governed by these additional terms:

     Maturity Date          August 31, 2006

     Amount of Commitment   $38,000,000

     Letter of Credit Fee   Non-refundable annual commission fee
                            for 125 Basis Points of the face
                            amount of each letter of credit
                            issued, payable upon the issuance,
                            increase or renewal of each letter of
                            credit.

     Unused Fee             25 Basis Points, payable quarterly in
                            arrears.

     Extension Fee          Two twelfths prorating of 0.125% of
                            the amount of the letter of credit
                            commitment rounded to the nearest
                            thousand dollars, payable at closing.

     Collateralization      Letters of credit issued in foreign
                            currencies will be secured by cash  
                            collateral equal to 110% of the
                            equivalent U.S. dollar amount of the
                            letter of credit based on conversion
                            of the foreign currency face amount
                            of the letter of credit to U.S.
                            dollars.

                            ATA will cure any cash collateral
                            deficiency caused by currency
                            fluctuations upon request.  In the
                            event that the deficiency is not
                            cured within 48 hours of notice, NCBI
                            will be authorized to debit an ATA
                            account for the amount necessary to
                            cure any deficiency.

     Projections            ATA will provide consolidated
                            financial operating projections for
                            the year ended December 31, 2005,
                            with detail provided on a monthly
                            basis.

     Extension              Failure to deliver the Projections
                            will limit the subsequent extensions
                            to no longer than 90 days and require
                            additional fee of $25,000 for each
                            subsequent extension.

     Reporting              Within 30 days after the end of each
                            calendar month consolidated financial
                            statements accompanied by operating
                            statistics, and a variance report of
                            operating performance against the
                            fiscal year 2005 projections.

     Reimbursement          All out of pocket expenses of NCBI
                            and U.S. Bank are to be paid within
                            10 days of request by debit to ATA's
                            operating account.

Accordingly, the Debtors ask the Court to approve the extension,
which will be crucial to their current operations and their
successful reorganization.

Pursuant to Section 364(c) of the Bankruptcy Code, Mr. O'Neil otes
that the renewal or the issuance of the letters of credit will be
secured by the existing and postpetition security interests
against funds in the Depository Accounts.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AUDIO VISUAL: Moody's Rates Planned $120M Sr. Sec. Facility at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Audio Visual
Services Corporation's proposed $120 million senior secured credit
facility.  Moody's also assigned a senior implied rating of B1 and
a stable outlook.  The ratings reflect the company's exposure to
trends or events that affect overall levels of business travel,
revenue concentration with its top customers and a significant
level of capital expenditures.  The ratings also reflect the
company's leading market position in the audiovisual services
industry, long term contracts with major upscale hotels and the
expected continued rebound in the business travel and corporate
meeting market.

Moody's assigned these ratings:

   * $20 million senior secured revolving credit facility due
     2010, rated B1;

   * $100 million senior secured term loan facility due 2011,
   * rated B1;

   * Senior implied rating, rated B1;

The ratings outlook is stable.

The ratings are subject to the review of the final executed
documents.

Proceeds from the $100 million term loan and about $9 million of
the company's cash on hand are expected to be used to repay
existing senior secured indebtedness, related accrued interest and
transaction expenses.  The revolver is expected to be unused and
fully available at closing.

The company's results of operations have been sensitive to trends
that affect levels of business travel.  Revenues were flat from
2001 to 2003 reflecting the weak economy but increased by 11% in
2004 due to the rebound in business travel and hotel occupancy
rates.  The company has managed to steadily improve profitability
by adjusting its cost structure in response to demand levels.   
Operating income was $9.3 million in 2004 compared to a loss of
$1.2 million in 2002.

The ratings reflect high barriers to entry and AVSC's leading
position as a provider of in-house audiovisual services to hotels,
resorts and conference centers throughout the United States.  AVSC
has an estimated 32% share of the hotel audiovisual market in the
US while about 25% of this market is represented by hotels that
have their own in-house audiovisual departments.  The company is
over 4 times as large as its nearest competitor.

AVSC's revenues are concentrated with the three largest hotel
chain customers representing about 50% of 2004 revenues.  However,
this risk is mitigated by the company's long standing
relationships with its major customers and long term contracts
with each individual hotel, which generally range from 3 to 6
years.  The company's major customers also provide the company
with geographic diversity through a nationwide network of hotel
properties.

Capital expenditures have been a significant cost to the company,
ranging from 5% to 8% of sales over the last three years.  These
expenditures depend, in part, on the timing of the renewal of
major customer contracts.  There is the potential for new
technology to cause an increase in required capital expenditures.

The stable ratings outlook anticipates moderate sales growth in
2005 as the company benefits from the continued rebound in
business travel and an increase in group and corporate meetings.  
Free cash flow from operations is expected to be utilized to
reduce borrowings under the credit facility and for niche
acquisitions.

The ratings could be upgraded if revenue growth from existing or
new customers is greater than expected and leads to sustainable
free cash flow to debt in the 12%-15% range.

The ratings could be downgraded if a significant decline in
revenues or increase in required capital expenditures leads to
sustainable free cash flow to debt of less than 8%.  A large
dividend or recapitalization that substantially increases leverage
could also pressure the rating.

The B1 rating assigned to the proposed senior credit facility
reflects the first priority security interest in substantially all
the tangible and intangible assets of the company and its domestic
subsidiaries, including 100% of the capital stock of domestic
subsidiaries.  The term loan amortizes at a rate of .25% a quarter
with the balance payable at maturity.  The credit facility has a
50% excess cash flow sweep that remains in effect as long as the
total leverage ratio remains above 1.75 times.

Free cash flow was negative in 2004 reflecting in part the high
level of capital expenditures incurred by the company in 2004.  
The company reduced capital expenditure levels in 2002 and 2003
due to flat revenues and increased expenditures in 2004 as demand
levels increased.  Free cash flow to debt is expected to be in the
8%-12% range in 2005 (excluding the payment of accrued interest on
indebtedness refinanced).  Debt to EBITDA was 2.3 times in 2004
and is expected to improve slightly in 2005.

Audio Visual Services Corporation, headquartered in Long Beach,
Calif., is the leading provider of audiovisual services, equipment
rentals, staging and meeting services and related technical
support to hotels, event production companies, trade associations,
convention centers and corporations in North America and
Europe.   Revenue for the year ended December 31, 2004 was about
$421 million.


BEAR STEARNS: Fitch Puts Low-B Ratings on M-7 & M-8 Cert. Classes
-----------------------------------------------------------------
Bear Stearns Asset-Backed Securities I Trust 2005-AQ1 asset-backed
certificates are rated by Fitch Ratings:

      -- 2005-AQ1 $237,232,000 publicly offered classes I-A-1
         through II-A-2 'AAA';

      -- $22.886 million class M-1 certificates 'AA';

      -- $15.784 million class M-2 certificates 'A';

      -- $4.104 million class M-3 certificates 'A-';

      -- $4.262 million class M-4 certificates 'BBB+';

      -- $4.262 million class M-5 certificates 'BBB';

      -- $4.419 million class M-6 certificates 'BBB-';

      -- $4.262 million privately offered class M-7 certificates
         'BB+';

      -- $5.208 million privately offered class M-8 certificates
         'BB'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 24.85% subordination provided by classes M-1 through
M-8 certificates, monthly excess interest, and initial
overcollateralization (OC) of 4.20%.

Credit enhancement for the 'AA' rated class M-1 certificates
reflects the 17.60% subordination provided by classes M-2 through
M-8 certificates, monthly excess interest, and initial OC.

Credit enhancement for the 'A' rated class M-2 certificates
reflects the 12.60% subordination provided by classes M-3 through
M-8 certificates, monthly excess interest, and initial OC.

Credit enhancement for the 'A-' rated class M-3 certificates
reflects the 11.30% subordination provided by classes M-4 through
M-8 certificates monthly excess interest, and initial OC.

Credit enhancement for the 'BBB+' rated class M-4 certificates
reflects the 9.95% subordination provided by classes M-5 through
M-8 certificates, monthly excess interest, and initial OC.

Credit enhancement for the 'BBB' rated class M-5 certificates
reflects the 8.60% subordination provided by classes M-6 through
M-8 certificates, monthly excess interest, and initial OC.

Credit enhancement for the 'BBB-' rated class M-6 certificates
reflects 7.20% subordination provided by classes M-7 through M-8
certificates, monthly excess interest, and initial OC.

Credit enhancement for the 'BB+' rated class M-7 certificates
reflects the 5.85% subordination provided by classes M-8
certificates, monthly excess interest, and initial OC.

Credit enhancement for the 'BB' rated class M-8 certificates
reflects the 4.20% initial OC and monthly excess interest.

In addition, the ratings reflect the integrity of the
transaction's legal structure, as well as the capabilities of EMC
Mortgage Corporation as master servicer.  LaSalle Bank National
Association will act as trustee.

As of the cut-off date, the group I mortgage loans have an
aggregate balance of $116,775,786.  The weighted average loan rate
is approximately 7.546%.  The weighted average remaining term to
maturity is 356 months.  The average cut-off date principal
balance of the mortgage loans is approximately $184,480.  The
weighted average original loan-to-value -- OLTV
-- ratio is 89.20%, and the weighted average Fair, Isaac & Co.  
score was 616.  The properties are primarily located in:

            * California (27.35%),
            * New York (15.58%),
            * Florida (10.19%), and
            * Illinois (6.49%).

As of the cut-off date, the group II mortgage loans have an
aggregate balance of $198,902,226.  The weighted average loan rate
is approximately 7.572%. The weighted average remaining term to
maturity is 356 months.  The average cut-off date principal
balance of the mortgage loans is approximately $158,236.  The
weighted average OLTV ratio is 89.79%, and the weighted average
FICO score was 617.  The properties are primarily located in:

            * California (17.82%),
            * Florida (13.47%),
            * Illinois (8.19%),
            * New York (6.88%),
            * Michigan (5.59%), and
            * Arizona (5.34%)

The loans were originated by Ameriquest Mortgage Company and
purchased by Bear Stearns Asset-Backed Securities I LLC.
Ameriquest Mortgage Company is a specialty finance company engaged
in the business of originating, purchasing, and selling retail and
wholesale subprime mortgage loans.


BONHAM HOUSING: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bonham Housing Finance Corporation
        Bonham City Hall
        301 East 5th Street
        Bonham, Texas 75418

Bankruptcy Case No.: 05-30156

Type of Business: The Debtor is the developer and owner of
                  Country Village of Bonham, a multifamily
                  apartment property, located in Bonham, Texas.

Chapter 11 Petition Date: May 2, 2005

Court: Eastern District of Texas (Paris)

Judge: Brenda T. Rhoades

Debtor's Counsel: Laurie D. Babich, Esq.
                  Baker & McKenzie
                  2001 Ross Avenue, Suite 2300
                  Dallas, Texas 75201
                  Tel: (214) 978-3000
                  Fax: (214) 978-3099

Total Assets: $2,277,708

Total Debts:  $5,280,000

Debtor's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
JP Morgan Chase Bank-A        Bond debt               $3,520,000
as Indenture Trustee for      Value of collateral:
Series A 1996 Bondholders     $2,000,000
600 Travis, 53rd Floor        Value of security:
Houston, TX 77002             $2,000,000


Cede & Co.                                              $880,000
As Registered Holder for
Series B 1996 Bonds
Depository Trust Company
55 Water Street
New York, NY 10004

JP Morgan Chase Bank-B        Bond debt                 $880,000
Indenture Trustee for         Value of security:
Series B 1996 Bondholders     $2,000,000
600 Travis, 53rd Floor
Houston, TX 77002

Charles Schwab & Co., Inc.                               Unknown
c/o Automatic Data
Processing, Inc.
Investor Communications Svcs.
51 Mercedes Way
Edgewood, NY 11717

Citigroup Global Markets                                 Unknown
c/o Automatic Data
Processing, Inc.
Investor Communications Svcs.
51 Mercedes Way
Edgewood, NY 11717

Crowell Weedon & Company, Inc.                           Unknown
c/o Automatic Data
Processing, Inc.
Investor Communications Svcs.
51 Mercedes Way
Edgewood, NY 11717

Edward Jones                                             Unknown
c/o Automatic Data
Processing, Inc.
Investor Communications Svcs.
51 Mercedes Way
Edgewood, NY 11717

Merrill Lynch                                            Unknown
c/o Automatic Data
Processing, Inc.
Investor Communications Svcs.
51 Mercedes Way
Edgewood, NY 11717

Oppenheimer & Co. Inc.                                   Unknown
c/o Automatic Data
Processing, Inc.
Investor Communications Svcs.
51 Mercedes Way
Edgewood, NY 11717

RBC Dain Rauscher                                        Unknown
Incorporated
c/o Automatic Data
Processing, Inc.
Investor Communications Svcs.
51 Mercedes Way
Edgewood, NY 11717

Wachovia National Bank                                   Unknown
c/o Automatic Data
Processing, Inc.
Investor Communications Svcs.
51 Mercedes Way
Edgewood, NY 11717


BRIDGE INFO: Welsh Carson Wants Disclosure About Distributions
--------------------------------------------------------------
These Welsh Carson Creditors ask the U.S. Bankruptcy Court for the
Eastern District of Missouri to compel Scott Peltz, the plan
administrator appointed in Bridge Information Systems Inc.'s
chapter 11 case, to comply with the Debtor's Second Amended Joint
Plan of Liquidation and the Plan Administrator Agreement:

   * Welsh, Carson, Anderson & Stowe VI, L.P.;
   * Welsh, Carson, Anderson & Stowe VII, L.P.;
   * Welsh, Carson, Anderson & Stowe VIII, L.P.;
   * Welsh, Carson, Anderson & Stowe IX, L.P.;
   * WCAS Capital Partners II, L.P.;
   * WCA Management Corporation; and
   * various other Welsh Carson entities and individuals

Specifically, the Welsh Carson Creditors want to know how much was
distributed to creditors pursuant to the Plan of Liquidation.  
They also want to know how much the Plan Administrator has paid
his counsel.

                     Conflicting Statements

David Going, Esq., at Armstrong Teasdale LLP, in St. Louis,
Missouri, reminds the Court that on January 24, 2005, the Plan
Administrator's counsel told the Court that "there has not been,
as of this date . . . a distribution within the meaning of Section
3.13 of the Plan Administrator agreement."

According to Mr. Going, this representation appears to directly
conflict the Plan Administrator's statement to the Welsh Carson
Creditors over a year ago that he has made "periodic
distributions" to "secured creditors" and to "certain
administrative expense holders."  

If the distributions have indeed been made, Mr. Going points out
that section 3.13 of the PA Agreement explicitly required the Plan
Administrator to file within 30 business days thereof "a report
. . . itemizing the receipt and distribution of all funds by the
plan administrator, including all payments in respect of
professional fees and expenses."

Mr. Going recalls that on December 13, 2004, the Plan
Administrator told the Court that he would "promptly file with the
Court reports of his fees" as required by sections 6.04 and 5.5 of
the Plan and the PA Agreement.  Those sections, consistent with
section 3.13 of the PA Agreement, explicitly require that the Plan
Administrator file with the Court "periodic statements containing
a detailed invoice for services performed" to provide "any party-
in-interest" with the opportunity to object to the "compensation"
received for those services.

                     Unfulfilled Promises

Despite all the promises and representations to the contrary, the
Plan Administrator has not filed any report disclosing the fees he
and his chosen counsel have charged the Debtor's estates, Mr.
Going laments.  The Plan Administrator's position is "untenable."  
The "heart" of the bankruptcy framework is disclosure, and a
debtor's affairs are supposed to be conducted "in a transparent
manner with an eye to the debtor's fiduciary obligations to the
creditors," Mr. Going asserts.

In these circumstances, it appears that counsel for the Plan
Administrator has misstated the status of distributions either to
the Court or to the Welsh Carson Creditors, Mr. Going argues.  If
distributions have indeed occurred, the Plan Administrator has
violated its obligation to file the reports required under Section
3.13 of the Plan Administrator Agreement.  If distributions have
not yet occurred, the Plan Administrator should explain why it
informed the Welsh Carson Creditors that they had.

Bridge Information Systems Inc. filed a voluntary petition for
bankruptcy under Chapter 11 of the U.S. Bankruptcy Code on
February 15, 2001 (Bankr. E.D. Mo. Case Nos. 01-41593-293 through
01-41614-293, inclusive).  On February 13, 2002, Judge McDonald
confirmed a chapter 11 plan of liquidation, which, among other
items, transferred ownership to the holders of Bridge's secured
creditors.  Thomas J. Moloney, Esq., Seth A. Stuhl, Esq., and Kurt
A. Mayr, Esq., at Cleary, Gottlieb, Steen & Hamilton in New York
served as lead counsel to Bridge in its chapter 11 cases.  Gregory
D. Willard, Esq., Lloyd A. Palans, Esq., and David M. Unseth,
Esq., at Bryan Cave LLP in St. Louis, served as local counsel.


BUEHLER FOODS: Files for Chapter 11 Protection in S.D. Indiana
--------------------------------------------------------------
Buehler Foods Inc. and three of its subsidiaries filed for
chapter 11 protection in the United States Bankruptcy Court for
the Southern District of Indiana, Evansville Division.  The
bankruptcy filing was prompted by take-over delays of the 16 Winn-
Dixie stores, which it bought in October 2004, that led to about
$7 million in lost revenues.  

The Company earlier disclosed plans to close four former Winn-
Dixie stores in Louisville and made plans to close four more
supermarkets while in bankruptcy protection.  Two Buehler stores
in the Louisville area -- located in Lyndon Lane and on Dixie
Highway -- will be closed along with stores in Princeton, Indiana,
and Carmi, Illinois.

Buehler Foods does not expect to close any more of its stores as
part of its reorganization, which is expected to be complete by
the end of the year, American City Business Journals said.

Headquartered in Jasper, Indiana, Buehler Foods Inc. owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.  
The company also sells gas at about a dozen locations.  In 2004,
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Debtor and
three subsidiaries filed for chapter 11 protection on May 4, 2005
(Bankr. S.D. Ind. Case No. 05-70961).  Jerald I. Ancel, Esq., at
Sommer Barnard Attorneys, PC, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated between $10 million to $50 million
in assets and $50 million to $100 million in debts.


BUEHLER FOODS: Case Summary & 79 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor:  Buehler Foods, Inc.
              dba Buy Low
              1100 West 12th Avenue
              Jasper, Indiana 47546

Bankruptcy Case No.: 05-70961

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Buehler, LLC                               05-70962
      Buehler of Carolinas, LLC                  05-70963
      Buehler of Kentucky, LLC                   05-70964

Type of Business: The Debtor owns and operates grocery stores
                  under the BUY LOW and Save-A-Lot banners in
                  Illinois, Indiana, and Kentucky, North Carolina,
                  and Virginia.  The company also sells gas at
                  about a dozen locations.  In 2004 Buehler Foods
                  acquired 16 Winn-Dixie stores in Louisville,
                  Kentucky, and renamed them Buehler's Markets.  
                  Founded in 1940, the company is still run by the
                  Buehler family.

Chapter 11 Petition Date: May 4, 2005

Court: Southern District of Indiana (Evansville)

Judge: Basil H. Lorch III

Debtor's Counsel: Jerald I. Ancel, Esq.
                  Sommer Barnard Attorneys, PC
                  One Indiana Square, Suite 3500
                  Indianapolis, Indiana 46204
                  Tel: (317) 713-3500
                  Fax: (317) 713-3699

                       Estimated Assets       Estimated Debts
                       ----------------       ---------------
Buehler Foods, Inc.    $10 Million to         $50 Million to
                       $50 Million            $100 Million

Buehler, LLC           $1 Million to          $50 Million to
                       $10 Million            $100 Million

Buehler of Carolinas,  $1 Million to          $50 Million to
LLC                    $10 Million            $100 Million

Buehler of Kentucky,   $10 Million to         $50 Million to
LLC                    $50 Million            $100 Million


A. Buehler Foods, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pepsi-Cola Co., Indiana       Trade Debt                $881,039
Attn: Cynthia Smith
2680 Old Decker Road
Vincennes, IN 47591

Royal Crown Bottling Corp.    Trade Debt                $555,171
P.O. Box 2870
Evansville, IN 47728-0870

C.L. Frank Distributors       Trade Debt                $455,712
2123 South Green St.
Henderson, KY 42420

Earthgrains Co.               Trade Debt                $438,330
21066 Networks PLace
Chicago, IL 60673-1210

Diversified Healthcare        Trade Debt                $332,956
P.O. Box 500461
St. Louis, MO 63150-0461

Frito-Lay, Inc.               Trade Debt                $243,555

Brower Greenhouse             Trade Debt                $182,653

Kraft Pizza                   Trade Debt                $169,128

Coca Cola Bottling Co.        Trade Debt                $168,903

Empire Contractors, Inc.      Trade Debt                $163,166

Hill Floral Products Inc.     Trade Debt                $155,618

Anderson-Austin News Co.      Trade Debt                $143,466

Holland Dairies, Inc.         Trade Debt                $141,932

GECF Business Property        Lease Buy-out loan        $135,354

Lewis Bakery                  Trade Debt                $132,756

Times Mail                    Trade Debt                $132,735

Read's Heating, Air Refri     Trade Debt                $121,774

Cadick Poultry Co., Inc.      Trade Debt                $116,789

Nabisco Brands Inc.           Trade Debt                $103,160

Ice Cream Distributors        Trade Debt                 $98,606


B. Buehler, LLC's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Save A Lot Ltd.               Trade Debt                 $99,377
100 Corporate Office Drive
Earth City, MO 63045

Pepsi Americas, Inc.          Trade Debt                 $60,696
Attn: Cynthia Smith
2680 Old Decker Road
Vincennes, IN 47591

The Earthgrains Company       Trade Debt                 $38,507
21066 Network Place
Chicago, IL 60673-1210

Mckee Foods Corporation       Trade Debt                 $17,991

Frito-Lay, Inc.               Trade Debt                 $16,449

Read's Inc.                   Trade Debt                 $12,968

Ole Mexican Foods, Inc.       Trade Debt                  $8,702

Tortilleria, Inc.             Trade Debt                  $5,790

Volz Eggs Inc.                Trade Debt                  $5,600

Jasper Municipal Utilities    Trade Debt                  $5,324

Prairie Farms Dairy Inc.-     Trade Debt                  $5,222
Olney

Cinergy                       Trade Debt                  $3,744

Cosner's Ice Co.              Trade Debt                  $3,168

Pioneeer Brite Inc.           Trade Debt                  $2,754

Aramark - KY                  Trade Debt                  $2,464

Retail Data Systems           Trade Debt                  $1,826
St. Louis

Behrmann                      Trade Debt                  $1,810

Merklay & Sons                Trade Debt                  $1,750

Hobart Sales & Service-KY     Trade Debt                  $1,591


C. Buehler of Carolinas, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Save A Lot Ltd.               Trade Debt                $301,816
100 Corporate Office Drive
Earth City. MO 63045

Ole Mexican Foods, Inc.       Trade Debt                 $23,179
6585 Crescent Drive
Norcross, GA 30071

La Tortilleria, Inc.          Trade Debt                 $22,518
2046 Althea Street
Winston Salem, NC 27107

Earthgrains Baking Co's Inc.  Trade Debt                 $21,731

Winston-Salem Journal         Trade Debt                 $12,973

Lisy Corp.                    Trade Debt                 $12,739

Collinsville Investment       Note Payable               $12,000
Corp.

McKee Foods                   Trade Debt                 $11,873

Bimbo Bakeries USA            Trade Debt                 $11,861

Neese Country Sausage Inc.    Trade Debt                  $8,184

Sanford Coca-Cola Bottling    Trade Debt                  $7,906

Star Food Products            Trade Debt                  $7,716

Flowers Baking Co. of         Trade Debt                  $7,657
Jamestown, LLC

Frito-Lay, Inc.               Trade Debt                  $7,414

Farlow Produce Co. Inc.       Trade Debt                  $5,521

RGIS Inventory Specialists    Trade Debt                  $5,480

Coca Cola Bottling Co.        Trade Debt                  $5,423

Retail Data Systems-          Trade Debt                  $4,756
St. Louis

All Fresh Produce             Trade Debt                  $4,557

The Sanford Herald            Trade Debt                  $4,125


D. Buehler of Kentucky, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Diversified healthcare, IN    Trade Debt              $1,507,952
P.O. Box 500461
St. Louis, MO 63150-0461

Retail Data Systems           Trade Debt                $877,832
4248 Belle Aire Lane
Downers Grove, IL 60515

RC Canada Dry Bottling Co.    Trade Debt                $301,006
P.O. Box 34398
Louisville, KY 40232

Earthgrains Co.               Trade Debt                $252,971
21066 network Place
Chicago, IL 60673-1210

C.L. Frank Distributors       Trade Debt                $252,001
2123 South Green Street
Henderson, KY 42420

Frito-Lay, Inc.               Trade Debt                $166,293

C&S Millwork, INc.            Trade Debt                $160,538

Zero Zone                     Trade Debt                $155,922

Souther Food Systems          Trade Debt                $130,202

Paramount CArds               Trade Debt                $124,298

Matrix Integration            Trade Debt                $110,552

Edy's Grand Ice Cream         Trade Debt                $110,390

Highview Painting & Striping  Trade Debt                $105,643
Co., Inc.

Dean Milk Company             Trade Debt                 $98,799

Dohmen Distribution           Trade Debt                 $88,968
Partners S.E., LLC

Hill Floral Products, Inc.    Trade Debt                 $86,658

Kraft Pizza                   Trade Debt                 $85,518

David Simon Electric          Trade Debt                 $83,872

Anderson News Co.             Trade Debt                 $81,545


CALEAST INDUSTRIAL: Moody's Pares Issuer Rating to Ba1 from Baa3
----------------------------------------------------------------
Moody's Investors Service downgraded CalEast Industrial Investors,
L.L.C.'s issuer rating to Ba1, from Baa3.  This rating action
concludes a review of the rating for possible downgrade, which
Moody's commenced following CalEast's announcement in January 2005
that it had decided to re-capitalize its core industrial portfolio
by offering for sale a 50% joint venture interest, or select
assets equal in aggregate to 50% of the portfolio.  The agency
anticipates that as part of this transformation, CalEast's
leverage, particularly secured leverage, will increase, while
fixed charge coverage will decrease.

In addition, Moody's has withdrawn this rating for business
reasons as described in Moody's Withdrawal Policy on
www.moodys.com.

These rating was downgraded, and withdrawn:

   * CalEast Industrial Investors, L.L.C. -- Issuer rating to Ba1,
     from Baa3

CalEast Industrial Investors, L.L.C., a joint venture of
California Public Employees' Retirement System (CalPERS) and
LaSalle Investment Management, acquires, owns, manages and
develops industrial real estate.  At December 31, 2004, CalEast
controlled over 29.5 million square feet of warehouse, light
industrial assembly and distribution properties in the USA, and
its assets totaled $1.5 billion.


CALL-NET ENT: Posts $13 Million Net Loss in First Quarter 2005
--------------------------------------------------------------
Call-Net Enterprises Inc., a national facilities-based provider of
competitive telecommunications, data and Internet protocol
solutions to households and businesses across Canada, reported
financial results for the first quarter ending March 31, 2005.

"We delivered very positive results during the first quarter, both
as a results of the Bell/360 acquisition and reductions in carrier
costs driven by regulatory changes," said Bill Linton, president
and chief executive officer.  "Our consumer division reported five
per cent revenue growth and our business division grew by 23 per
cent. Local service, data and wireless now provide 56 per cent of
our total revenue and our cost of acquisition continues to improve
quarter over quarter."

Consolidated revenue for the first quarter of 2005 was
$216 million, a $13 million or seven per cent increase from the
same period last year.  First quarter earnings before interest,
taxes, depreciation and amortization (EBITDA) were almost
$36 million, representing a $9 million or 35 per cent increase
from the first quarter of 2004.  Gross margin for the quarter was
almost 55 per cent, up from 53 per cent in the same period last
year.

Call-Net continued to experience growth in its local service
offer, adding over 30,000 new local service and business line
equivalents during the first quarter.  The total number of local
service consumer and business line count now stands at 495,100,
including 336,100 home phone lines and 159,000 business local line
equivalents.  Overall churn for the quarter was 2.1 per cent, down
from 2.2 per cent in the same quarter last year.

Consumer Services revenue improved by five per cent compared with
the same quarter in 2004, as increases in home phone and wireless
service revenue more than offset declines in dial-up Internet and
long distance revenue.  In the first quarter, 71 per cent of
Consumer Services revenue came from customers who purchased more
than one product, compared to 56 per cent in the first quarter of
2004.

Business Services revenue grew by 23 per cent compared to the same
quarter in 2004.  Organic growth in local service and data and the
full impact of the Bell/360 acquisition in late 2004, contributed
to improvement in every product category except long distance.

As anticipated, gains in consumer and business operations were
offset by a continued decline in wholesale revenue this quarter.  
Wholesale revenue in the quarter totaled $39 million, reflecting a
19 per cent decrease from the same quarter last year.  Revenue
from wholesale comprises only 18 per cent of consolidated revenue,
of which 66 per cent is long distance service.

Carrier costs were $97 million in the first quarter or 45 per cent
of revenue, up from 95 million in the same quarter last year.  The
increase is attributed to the addition of the Bell/360 base and
costs associated with the increased volume of local, data and
wireless services, offset by the effect of the CDN services
decision (Telecom Decision CRTC 2005-6), which reduced access and
other related services costs.

Operating costs for the quarter were $83 million representing a
$2 million or two per cent increase over the same period last
year.  The increase was due to the inclusion of the operations
associated with the Bell/360 base of customers.

Call-Net recorded a net loss in the quarter of $13 million,
compared with a net loss of almost $30 million in the first
quarter of 2004.

"The improvements in operating performance combined with a very
manageable financing cost and on-plan capital expenditures of $16
million, allowed us to improve our cash flow and our liquidity
position in the quarter," said Roy Graydon, executive vice
president and chief financial officer.  "Call-Net generated free
cash flow of $11 million in the quarter and ended the quarter with
$80 million in cash and short-term investments."

                           Regulatory

During the quarter, the Canadian Radio-television and
Telecommunications Commission (CRTC) issued three decisions that
have a positive impact on the Company.  In February, the CRTC
lowered the price of competitor digital network services (CDN
services), which are facilities and services provided to
competitive local exchange carriers (CLECs), reducing Call-Net's
carrier charges by approximately $25 million annually.

In March, the CRTC directed Bell Canada and TELUS to grant CLECs
direct access to their operational support systems (OSS).  The
ILECs have up to one year from the date of the decision to grant
access, which will result in operational efficiencies and
increased levels of customer satisfaction.

In April the CRTC issued decisions on quality of service, local
promotions, the price floor regime and a public notice with
respect to a proceeding to establish criteria for deregulating
local services.  Generally these decisions continue to support the
development and evolution of a competitive telecommunications
environment.

                             Outlook

Call-Net's financial and operating performance in the first
quarter is consistent with the guidance it provided for the full
year 2005.  The Company expects strong EBITDA performance in its
core businesses to be tempered by the investments in rolling out
high-speed Internet to Canadian consumer, increases in consumer
marketing expenses, and integrating the Bell/360 assets into its
network.

                        About the Company

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 additionally 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.


CARLIN MESSENGER: Taps Leslie D. Jacobson as Bankruptcy Counsel
---------------------------------------------------------------
Carlin Messenger Service, LLC, sought and obtained from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania,
permission to employ the Law Offices of Leslie D. Jacobson as its
general bankruptcy counsel.

Leslie D. Jacobson will:

   a) advise the Debtor in its duties and responsibilities as a
      debtor-in-possession in the continued operation and
      management of its business;

   b) assist the Debtor in filing all necessary Schedules and
      Statements pursuant to its bankruptcy petition;

   c) represent the Debtor in all matters pertaining to its
      chapter 11 case; and

   d) perform all other legal services to the Debtor which may
      arise in its chapter 11 case.

Leslie David Jacobson, Esq., a Partner at Law Offices of Leslie D.
Jacobson, is the lead attorney for the Debtor.  Mr. Jacobson will
bill the Debtor $250 per hour for his services.  Mr. Jacobson
discloses that his Firm has not yet received a retainer when the
Debtor filed a request to approve his Firm's employment as the
Debtor' counsel.

Mr. Jacobson reports his Firm's professionals bill:

         Designation          Hourly Rate
         -----------          -----------
         Partners                $250
         Associates              $175
         Law Clerks              $100
         Paralegals              $100

Law Offices of Leslie D. Jacobson assures the Court that it does
not represent any interest adverse to the Debtor or its estate.  

Headquartered in Harrisburg, Pennsylvania, Carlin Messenger
Service, LLC -- http://www.4sameday.com/harrisburg/-- provides  
courier services.  The Company filed for chapter 11 protection on
February 23, 2005 (Bankr. M.D. Pa. Case No. 05-00994).  When the
Debtor filed for protection from its creditors, it listed
estimated assets of $50 million to $100 million and estimated
debts of more than $100 million.


CARMIKE CINEMAS: S&P Rates Proposed $455MM Sr. Sec. Facility at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on motion
picture exhibitor Carmike Cinemas Inc. to positive from stable,
based on the company's progress in improving its theater circuit
quality.  At the same time, Standard & Poor's affirmed its 'B'
corporate credit and 'CCC+' subordinated debt ratings on the
company.

Standard & Poor's also assigned its 'B' rating to Carmike's
proposed $455 million senior secured bank credit facility. This
facility was assigned a recovery rating of '3', indicating
expectations of a meaningful recovery of principal (50%-80%) in a
bankruptcy default scenario.  As of Dec. 31, 2004, Columbus,
Georgia-based Carmike will have about $394 million in pro forma
debt.

"The rating reflects Carmike's less modern theater circuit
compared with key peers, fairly high lease-adjusted leverage, the
mature and highly competitive nature of the industry, and the
potential for additional debt-financed acquisitions that could
increase operating and financial risk," said Standard & Poor's
credit analyst Steve Wilkinson.

These factors more than outweigh Carmike's good competitive
positions in its smaller markets, decent margins, and the more
stable operating environment for the industry over the past
several years.  Following the GKC acquisition, Carmike will be the
third-largest theater exhibitor in the U.S. by screen count, 2,436
screens in 310 theaters.  The company's geographic diversity is
good, with theaters in 37 states, primarily in the Southeast, but
its thin presence in many regions limits operating efficiencies.

Carmike has improved its circuit quality over the past several
years by:

    (1) refurbishing about 80% of its screens,

    (2) closing 217 poorly performing venues, and

    (3) building several modern theaters.

Although Carmike has good positions in its smaller markets, many
of its venues lack popular features such as stadium seating and
the high number of screens that permits a wider selection of
movies and showtimes.  As a result, some of its theaters remain
vulnerable to new competition.  Although this risk is slightly
less pressing because the level of industry building activity is
currently low and because many large theater groups do not target
Carmike's mostly smaller markets, some competitors do target these
markets.

Continued progress in upgrading and expanding its circuit remains
important to Carmike's longer term competitive position.  With
substantial bank credit availability to pursue more acquisitions,
Carmike will need to focus on opportunities that have solid asset
quality and are consistent with its small-market focus.

Standard and Poor's positive outlook reflects the potential for
Carmike's corporate credit rating to be raised to 'B+' over the
next one to two years if it continues to:

    (1) increase EBITDA and discretionary cash flow while
        maintaining decent margins,

    (2) continued circuit improvement, and

    (3) lease-adjusted leverage no higher than the mid-5x area.

Conversely, the outlook could be revised back to stable if severe
competition hurts Carmike's profitability and cash flow or if the
company pursues acquisitions too aggressively.

Term loan proceeds of $170 million will be used to repay Carmike's
existing bank debt and to fund the purchase of George Kerasotes
Corporation (GKC), a small Midwestern theater chain.  The bank
facility also includes an undrawn $100 million revolving credit
facility, and a $185 million delayed-draw term loan facility that
may be drawn down in part or in full over the next two years.


CHARTER COMMS: Mar. 31 Balance Sheet Upside Down by $4.7 Billion
----------------------------------------------------------------
Charter Communications, Inc. (Nasdaq: CHTR) reported financial and
operating results for the three months ended March 31, 2005.  The
Company also provided its results compared to pro forma results
for the first quarter 2004 reflecting the sales of certain cable
systems in March and April 2004 as if these sales occurred on
January 1, 2004.

During the first quarter of 2005, Charter continued to implement a
number of initiatives to improve customer care, service delivery,
product innovation and deployment, and the effectiveness of the
Company's marketing efforts, resulting in:

    (1) Increased average monthly total revenue per analog video
        customer of 11% compared to the pro forma first quarter of
        2004;

    (2) The addition of 117,100 revenue generating units (RGUs),
        including 94,000 high-speed Internet (HSI) and 19,900
        digital video customers, partially offset by a loss of
        6,700 analog video customers;

    (3) Revenue growth of 7% and adjusted EBITDA growth of 6%
        compared to the pro forma first quarter of 2004.; and

    (4) Expansion of telephony footprint into Massachusetts.

Charter Interim President and CEO Robert May said, "Our focus on
disciplined operational improvement and execution is yielding
stronger financial results, and more importantly, increased
customer satisfaction for Charter.  Our efforts to instill a
renewed sense of superior customer service and operational
excellence are gaining traction and clearly beginning to reap
rewards.  We are focused on our core strengths, as well as new
opportunities, and our goal is to continue to improve our
operating performance, stimulate growth and deliver value to our
customers and shareholders."

                       First Quarter Results

First quarter 2005 revenues were $1.271 billion, an increase of
$86 million, or 7%, over pro forma first quarter 2004 revenues of
$1.185 billion and an increase of 5% over first quarter 2004
actual revenues of $1.214 billion.  The increases in revenues are
largely the result of growth in HSI revenues, as well as increased
video, commercial and advertising sales revenues.

"Our high-speed Internet products continue to attract significant
customer interest, reflecting the momentum we see in our Internet
and digital product categories," Mr. May said.  "The 11% increase
in average monthly total revenue per analog video customer is
strong and underscores the success of our marketing strategy to
target high quality, low churning customers and the value of
advanced services including high-definition television (HDTV),
digital video recorders (DVR), video on demand (VOD) and
telephony."

For the three months ended March 31, 2005, HSI revenues increased
$50 million, or 30%, on a pro forma basis, reflecting 325,400 net
additional HSI customers on a pro forma basis since March 31,
2004, as well as a 7% increase in average revenue per HSI customer
in the first quarter of 2005 compared to the same 2004 period on a
pro forma basis.  Video revenues increased $14 million, or 2%, on
a pro forma basis compared to the first quarter of 2004, primarily
due to a 3% increase in average analog video revenue per analog
video customer, a 7% increase in average digital video revenue per
digital video customer on a pro forma basis, and an increase in
digital customers served.  On a pro forma basis, commercial
revenues increased $11 million, or 20%, and advertising sales
revenues increased $6 million, or 10%, compared to the year ago
quarter.

First quarter 2005 operating costs and expenses were $796 million,
an increase of $61 million, or 8%, on a pro forma basis and an
increase of $45 million, or 6%, on an actual basis, compared to
the year ago quarter.  The rise in first quarter 2005 operating
costs and expenses over pro forma 2004 primarily resulted from a
10% increase in programming costs and a 16% increase in service
costs. Costs to support service improvements and deploy new
products, as well as increased equipment maintenance and higher
fuel costs drove the rise in service costs.  These increases were
partially offset by a slight decrease in general and
administrative costs, with improved bad debt performance from
increased discipline in the sales process more than offsetting
other cost increases.

Charter reported income from operations of $51 million for the
first quarter 2005 compared to first quarter 2004 income from
operations of $60 million on a pro forma basis, and $175 million
on an actual basis.  Income from operations decreased on a pro
forma basis primarily due to a $31 million asset impairment charge
and a $17 million increase in depreciation and amortization,
partially offset by the $25 million increase in adjusted EBITDA, a
$10 million decrease in option compensation expense, and a $6
million decrease in special charges due to litigation costs
recorded in the first quarter of 2004.  The difference between
2004 actual and pro forma income from operations is primarily the
result of the gain on the sale of assets in the first quarter of
2004.

Net loss applicable to common stock for the first quarter of 2005
was $353 million.  For the first quarter of 2004, Charter reported
pro forma net loss applicable to common stock $391 million, and
actual net loss applicable to common stock of $294 million.  The
$38 million decrease in net loss applicable to common stock for
first quarter 2005 compared to the same pro forma year ago period
is primarily the result of a decrease in income tax expense and
benefits of various interest hedging and financing activities,
partially offset by a decrease in income from operations.

                      First Quarter Liquidity

Adjusted EBITDA totaled $475 million for the three months ended
March 31, 2005, an increase of $25 million, or 6%, on a pro forma
basis, and an increase of $12 million, or 3%, on an actual basis,
compared to the year ago period.  Net cash flows from operating
activities for the first quarter of 2005 were $153 million,
compared to $115 million for the actual year ago quarter,
primarily driven by reductions in accounts receivable.

Expenditures for property, plant and equipment for the first
quarter of 2005 totaled $211 million, compared to actual first
quarter 2004 expenditures of $190 million.  The increase was
primarily driven by spending on scalable infrastructure related to
telephony and digital simulcast, and support capital related to
our investment in service improvements, offset by a decrease in
the purchase of customer premise equipment.

Un-levered free cash flow for the first quarter of 2005 was $264
million compared to actual un-levered free cash flow of $273
million for the first quarter of 2004.

Charter reported negative free cash flow of $107 million for the
first quarter of 2005 compared to actual negative free cash flow
of $27 million for the first quarter of 2004, primarily due to a
$71 million increase in interest on cash-pay obligations.

As of March 31, 2005, Charter had $18.9 billion of outstanding
indebtedness and $32 million of cash on hand. Net availability of
funds under the Charter Communications Operating, LLC credit
facility was approximately $1.2 billion.  The Company believes
cash on hand at March 31, 2005, cash flows from operating
activities and the amounts available under its credit facilities
will be sufficient to meet cash needs throughout 2005.

                       Operating Statistics

As of March 31, 2005, Charter served approximately 10,713,100
RGUs, a net increase of 117,100 RGUs during the first quarter.  
The increase in RGUs was driven by a net gain of 94,000
residential HSI customers during the quarter.  Charter also added
a net 19,900 digital video customers and 9,900 telephony customers
during the quarter, and lost a net 6,700 analog video customers.

As of March 31, 2005, Charter served approximately 5,984,800
analog video, 2,694,600 digital video, 1,978,400 residential high-
speed Internet and 55,300 telephony customers.

                             Financing

As part of the Company's previously announced ongoing efforts to
improve liquidity and extend maturities, in March 2005, Charter
Communications Operating, LLC (Charter Operating) issued, in a
private placement, approximately $271 million principal amount of
new notes with terms identical to Charter Operating's 8.375%
Senior Second Lien Notes due 2014, in exchange for $284 million of
Charter Communications Holdings, LLC 8.25% Senior Notes due 2007.

As previously announced in March 2005, CC V Holdings, LLC redeemed
the $113 million of its 11.875% Senior Discount Notes due 2008.
Charter Operating's revolver was used to fund the redemption.

                        About the Company

Charter Communications, Inc. -- http://www.charter.com/-- a  
broadband communications company, provides a full range of
advanced broadband services to the home, including cable
television on an advanced digital video programming platform via
Charter Digital(TM) and Charter High-Speed(TM) Internet service.
Charter also provides business-to-business video, data and
Internet protocol (IP) solutions through Charter Business(TM).
Advertising sales and production services are sold under the
Charter Media(R) brand.

At Mar. 31, 2005, Charter Communications' balance sheet showed a
$4.8 billion stockholders' deficit, compared to a $4.4 billion
deficit at Dec. 31, 2004.


CITATION CORP: Wants KPMG as Valuation Consultants
--------------------------------------------------
Citation Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Alabama, for
permission to retain and employ KPMG, LLP, as their valuation
consultants

KPMG is expected to:

    (1) identify certain intangible assets rather than goodwill
        pursuant to Statement of Financing Accounting Standards
        No. 141 by evaluating the Debtors':

         * customer contracts and relationships,

         * trade names and trademarks (where applicable), and

         * supplier contracts and relationships;

    (2) provide an estimate of the fair value of identified
        intangible assets of the Debtors;

    (3) provide an estimated value of the remaining unidentifiable
        intangible assets and goodwill (if any) through the
        residual method; and

    (4) provide detailed narrative reports describing:

         * descriptions of assets,

         * estimates of useful lives of the same,

         * valuation methods applied, and

         * final valuation conclusions.


The Company will pay KPMG $65,000, exclusive of expenses, upon
completion of services.  

The Company assures the Court that KPMG does not represent any
interest adverse to its estate.  

Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures  
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes.  The Debtors
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.
04-08130).  Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at
Burr & Forman LLP, represent the Debtors.  When the Company and
its debtor-affiliates filed for protection from their creditors,
they estimated more than $100 million in assets and debts.


COLUMBIA PLACE: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Columbia Place Investment Group, LLP
        590 Coldstream Court N.W.
        Atlanta, Georgia 30328

Bankruptcy Case No.: 05-68195

Chapter 11 Petition Date: May 2, 2005

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: Patricia S. Glover, Esq.
                  Charlton & Glover, PC
                  87 Vickery Street
                  Roswell, Georgia 30075
                  Tel: (770) 993-1005

Total Assets: $1,700,500

Total Debts:  $1,590,129

Debtor's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Gorne Beliard                 Services                   $24,000
3107 June Apple Road
Decatur, GA 30034

Georgia Power Company         Utility services            $8,508
96 Annex
Atlanta, GA 30396

Rock & Leitz, Attorneys       Services                    $7,950
2985 Piedmont Road, N.E.
Atlanta, GA 30305

Dekalb County Treasurer       Sanitation service          $1,336
1300 Commerce Street
Decatur, GA 30030

BellSouth                     Telephone service           $1,239
P. O. Box 740144
Atlanta, GA 30374-0144

Sterling Associates           Services                      $257
3833 Roswell Road,
Suite 114
Atlanta, GA 30342


CONCENTRA OPERATING: March 31 Balance Sheet Upside-Down by $53-Mil
------------------------------------------------------------------
Concentra Operating Corporation reported results for the first
quarter ended March 31, 2005.  For the quarter, the Company
reported revenue of $276,367,000 and Adjusted Earnings Before
Interest Taxes Depreciation and Amortization of $39,510,000.  This
compares to $271,893,000 in revenue and $39,004,000 in Adjusted
EBITDA reported for the first quarter of 2004.  Concentra computes
Adjusted EBITDA in the manner prescribed by its bond indentures.  
A reconciliation of Adjusted EBITDA to net income is provided
within this press release.

Operating income for the quarter was $30,866,000 as compared to
$28,832,000 in the year-earlier period.  Net income for the first
quarter increased to $9,183,000 from $8,173,000 in the first
quarter of 2004.

"Our results for the first quarter were in line with our
expectations," said Daniel Thomas, Concentra's President and Chief
Executive Officer, "Due primarily to growth in our Health Services
business and improving margins in our Care Management business
segment, we anticipate increasing rates of growth as the year
progresses.

"Our results for the quarter benefited from a strong performance
in our Health Services division.  Our medical centers achieved a
same-center visit growth rate of 5.2% and a same-center revenue
growth rate of 6.6%.  These trends, when coupled with the
increases we have achieved from our ancillary services and
acquired centers, enabled us to grow our total revenue from this
portion of our business by 15.1% and our gross profit by 16.0%.  
As we enter the second quarter, we remain optimistic about the
trends we are seeing and the impact they should have on our
business this year.

"The growth we achieved in Health Services was offset by a year-
over-year decline in the contribution from our Network Services
segment," said Mr. Thomas.  "This decrease primarily relates to
the lingering effects of the California fee schedule change and a
decline in our revenue from workers' compensation PPO services.  
While we believe these and other trends will moderate our overall
growth during the current year, we continue to believe this
portion of our business will produce attractive rates of growth in
future years.

"I'm also pleased that our efforts to reorganize our Care
Management Services business during the second half of 2004
enabled us to produce an increase in our profitability from this
segment during the first quarter," said Mr. Thomas.  "We believe
our first quarter results and our current business trends provide
us with an opportunity to make 2005 a very successful year at
Concentra."

Concentra completed the first quarter of 2005 with $63,199,000 in
unrestricted cash and investments and had no borrowings
outstanding under its $100 million revolving credit facility.
During the quarter, the Company achieved a reduction in its days
sales outstanding to 58 days at March 31, 2005, from 61 days as of
December 31, 2004.  The Company also reported that on April 4,
2005, it prepaid $30,055,000 of its senior term debt pursuant to
the covenants of its Senior Credit Facility.

Concentra Operating Corporation, a wholly owned subsidiary of
Concentra Inc., is the comprehensive outsource solution for
containing healthcare and disability costs.  Serving the
occupational, auto and group healthcare markets, Concentra
provides employers, insurers and payors with a series of
integrated services which include employment-related injury and
occupational health care, in-network and out-of-network medical
claims review and repricing, access to specialized preferred
provider organizations, first notice of loss services, case
management and other cost containment services. Concentra provides
its services to approximately 136,000 employer locations and 3,700
insurance companies, group health plans, third-party
administrators and other healthcare payors.

At March 31, 2005, Concentra Operating's balance sheet showed a
$53,078,000 stockholders' deficit, compared to a $62,866,000
deficit at Dec. 31, 2004.


COOL COOL WATER: Case Summary & 8 Largest Known Creditors
---------------------------------------------------------
Debtor: Cool, Cool, Water LLC
        1850 Route 46 East
        Ledgewood, New Jersey 07852

Bankruptcy Case No.: 05-24666

Chapter 11 Petition Date: May 3, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: Barry W. Frost, Esq.
                  Teich Groh
                  691 State Highway 33
                  Trenton, New Jersey 08619-4407
                  Tel: (609) 890-1500
                  Fax: (609) 890-6961

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Blackstone                                     Unknown
1224 East Katella Avenue, Suite 205
Orange, CA 92867

Donald F. Ennis, Esq.                          Unknown
Duane Morris LLP
101 West Broadway, Suite 900
San Diego, CA 92101

GE Commercial Finance                          Unknown
[Address Not Provided]

J. R. Stanley Inc.                             Unknown
1850 Route 46 East
Ledgewood, NJ 07852

Karl Reid                                      Unknown
The CIT Group
Equipment Financing
P.O. Box 27248
Tempe, AZ 85282

Mach I Funding                                 Unknown
800 La Terraza Boulevard, Suite 230
Escondido, CA 92005

Nationwide Beverage Bottling Inc.              Unknown
250 Airport Circle
Corona, CA 92880

Southern Wine & Spirits of America Inc.        Unknown
c/o T. R. Sugano, Esq.
Korshak, Kracoff, Kong & Sugano
2430 J Street
Sacramento, CA 95816


CRI RESOURCES: Creditors Must File Proofs of Claim by May 15
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, set May 15, 2005, as the deadline for all
creditors owed money by CRI Resources, Inc., on account of claims
arising prior to March 1, 2005, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
May 15 Claims Bar Date.  Copies of those forms must be delivered
to:

   United States Bankruptcy Court
   Central District of California, Los Angeles Division
   Re: CRI Resources, Inc.
   Case No, LA 05-13899
   300 N. Los Angeles Street
   Los Angeles, California 90012

and copies must be delivered to:

   CRI Resources, Inc.
   c/o William Prior
   900 Wilshire Blvd., Suite 1520
   Los Angeles, California 90017

   Stephen F. Blegenzahn, Esq.
   Albert, Weiland & Golden, LLP
   650 Town Center Drive, Suite 950
   Costa Mesa, California 92626

Headquartered in Los Angeles, California, CRI Resources Inc.
provides demolition services.  The Company filed for chapter 11
protection on March 1, 2005 (Bankr. C.D. Calif., L.A. Div., Case
No. 05-13899).  Stephen F. Biegenzahn, Esq., at Biegenzahn
Weinberg represents the Debtor's restructuring.  When the Company
filed for protection from its creditors, it listed total assets of
$5,243,614 and total debts of $43,078,461.


CRI RESOURCES: Gets Court Nod to Tap Albert Weiland as Counsel
--------------------------------------------------------------
CRI Resources Inc. sought and obtained permission from the U.S.
Bankruptcy Court for the Central District of California to employ
Albert, Weiland & Golden, LLP, as its bankruptcy counsel.

The Debtor is authorized to hire Albert Weiland, with compensation
to be determined and paid as an expense of the estate upon noticed
hearing and further order of the Court pursuant to 11 U.S.C. 330
or 331 of the Bankruptcy Code.  The scope of the firm's services
and its professional's hourly billing rates are not disclosed in
the papers filed with the Bankruptcy Court.

To the best of the Debtors' knowledge, Albert, Weiland & Golden,
LLP does not hold any interest adverse to the Debtor or its
estates.

Headquartered in Los Angeles, California, CRI Resources Inc.
provides demolition services.  The Company filed for chapter 11
protection on March 1, 2005 (Bankr. C.D. Cal. Case No. 05-13899).  
When the Company filed for protection from its creditors, it
listed total assets of $5,243,614 and total debts of $43,078,461.


DI DONATO: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Di Donato International, Inc.
             3660 Stony Point Road
             Santa Rosa, California 95407

Bankruptcy Case No.: 05-11036

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Domenico A. Di Donato & Maria Bove         05-11037

Chapter 11 Petition Date: May 2, 2005

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtors' Counsel: Christopher G. Costin, Esq.
                  Beyers and Costin
                  917 College Avenue
                  P.O. Box 878
                  Santa Rosa, California 95402
                  Tel: (707) 545-0142

                        -- and --

                  Paul M. Jamond, Esq.
                  Law Offices of Paul M. Jamond
                  815 5th Street #200
                  Santa Rosa, California 95404
                  Tel: (707) 526-4550

                              Total Assets       Total Debts  
                              ------------       -----------
Di Donato International,      $5,033,240          $3,738,365
Inc.

Domenico A. Di Donato &       $1,251,921          $2,479,769
Maria Bove


A. Di Donato International, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Trade debt                 $39,955
Special Procedures
1301 Clay Street, Stop 1400 S
Oakland, CA 94612-5210

Robert Havens                 Trade debt Disputed         $8,510
1308 Main Street #102
St. Helena, CA 95474

Southern Wine Spirit          Trade debt                  $7,054
Dept 1915
PO Box 6100
San Francisco, CA 94161

BMI                           Trade debt                  $5,074

Spartan Protection Services   Trade debt                  $4,905

Squirrell System              Trade debt                  $2,969

West Sonoma County Disposal   Trade debt                  $2,799

Mix 104.1                     Trade debt                  $2,772

North Bay Water System                                    $2,621

PG&E                          Trade debt                  $2,339

Money Mailer                  Trade debt                  $2,190

Republic Indemnity                                        $2,158

Alliance One                  Trade debt                  $1,982

KSRT FM                       Trade debt                  $1,785

Young Market Co.              Trade debt                  $1,621

City Of Santa Rosa            Trade debt                  $1,537
Utilities

Mesa Beverage                 Trade debt                  $1,150

Coil Refrigeration                                          $979

Dust-Tex                      Trade debt                    $976

ASCAP                         Trade debt                    $735


B. Domenico A. Di Donato & Maria Bove's 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
St. John, Carol                                         $521,400
3449 Dry Creek Road
Santa Rosa, CA 95448

Cascade Acceptance Corp.      Value of collateral:      $566,000
PO Box 400                    $400,000
Mill Valley, CA 94942

Spain, Darrel                 Value of collateral:      $399,000
c/o Max Broome, Esq.          $840,000
703 2nd Street, 4th Fl.
Santa Rosa, CA 95404

La Grande, Frank                                         $96,000

McVey, Steve                  Value of collateral:       $50,000
                              $840,000

Guzman, Ray                                              $44,000

Teconi, Al                                               $40,000

Galindo, Adrian                                          $40,000

Lew, Don                                                 $18,000

Guerra Giovanni                                          $14,000

Clement, Fitzpartick &                                   $13,653
Kenworthy

Peritore, Salvatore                                      $12,500

Galindo, Adrian                                          $12,000

Miller, Chris                                            $10,199

Rodrriquez, Jose                                         $10,000

Parks, Joe                                               $10,000

Providian Financial                                       $7,638

Capital One Services                                      $7,269

Capital One Services                                      $7,256

Irwin Well Drilling                                       $5,777


DJD GOLF: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: DJD Golf, Inc.
        618 West 29th Street
        P.O. Box 5
        South Sioux City, Nebraska 68776

Bankruptcy Case No.: 05-02029

Type of Business: The Debtor operates a golf course.

Chapter 11 Petition Date: May 2, 2005

Court: Northern District of Iowa (Sioux City)

Debtor's Counsel: Donald H. Molstad, Esq.
                  505 6th Street, Suite 308
                  Sioux City, Iowa 51101
                  Tel: (712) 255-8036

Estimated Assets: Not Provided

Estimated Debts:  $1 Million to $10 Million

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


DANNY ARMSTRONG: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Danny Joe Armstrong
        1110 Sycamore Drive
        Manchester, Tennessee 37355

Bankruptcy Case No.: 05-04941

Type of Business: The Debtor is a co-owner of A.S. Stones
                  Financial Properties.  The Debtor previously
                  filed for chapter 11 protection on December 14,
                  2004 (Bankr. M.D. Tenn. Case No. 04-14994).   
                  His partner, Aaron W. Stone, also filed for
                  chapter 11 protection on April 21, 2005 (Bankr.
                  M.D. Tenn. Case No. 05-04939).
                  
Chapter 11 Petition Date: April 21, 2005

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine

Debtor's Counsel: Paul E. Jennings, Esq.
                  Paul E. Jennings Law Offices, P.C.
                  805 South Church Street, Suite 3
                  Murfreesboro, Tennessee 37130
                  Fax: (615) 895-7294

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Household                     Credit card                $12,266
P.O. Box 8873
Virginia Beach, VA 23450

Discover                      Credit card                 $9,853
P.O. Box 15251
Wilmington, DE 19886

Advanta Bank                  Credit card                 $7,549
P.O. Box 8088
Philadelphia, PA 19101

Coffee Co. Trustee            2002, 2003 & 2004 Taxes     $7,119

City of Manchester            2002, 2003 & 2004 Taxes     $6,233

MBNA                          Credit card                 $5,881

Lowes                         Credit card                 $1,938

ABBA Medical                  Medical                       $152

Harton Regional Medical Ctr.  Medical                       $100

Suntrrust                     Credit card                Unknown


DATATEC SYSTEMS: Gets Exclusive Periods Extended to Aug. 11
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extended the exclusive periods during which Datatec Systems, Inc.,
and its debtor-affiliate, Datatec Industries, Inc., can file a
chapter 11 plan through and including June 13, 2005.  The Debtors
have through Aug. 11, 2005, to solicit acceptances of that plan
from their creditors, without interference from any other party-
in-interest.

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


DECISION ONE: Expects to Lay-Off 200 Customer Service Reps
-----------------------------------------------------------
The News on 6 (KOTV Channel 6 in Tulsa) reports that Decision One
Corp. will layoff 200 customer service representatives in the
coming weeks.  The television station learned of the news Monday
from an employee memo.  New jobs will be created for technical
support representatives, Decision One told The News on 6 the
following day.  

Decision One employs 2,000 people in Tulsa, Oklahoma.

Headquartered in Frazer, Pennsylvania, DecisionOne Corporation --
http://www.decisionone.com/-- serves leading companies and  
government agencies with tailored information technology support
services that maximize the return on technology investments,
minimize capital and infrastructure costs and optimize operational
effectiveness.  The Company filed for chapter 11 protection on
March 15, 2005 (Bankr. D. Del. Case No. 05-10723).  Mark D.
Collins, Esq., and Rebecca L. Booth, Esq., at Richards Layton &
Finger, P.A., and Michael A. Bloom, Esq., and Joel S. Solomon,
Esq., at Morgan, Lewis & Bockius LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $107 million and total
debts of $273 million.  The Court confirmed the Company's Plan of
Reorganization on April 19, 2005.
  

DONNKENNY INC: Plan's Involuntary Third-Party Releases Draw Fire
----------------------------------------------------------------          
Alan Wallace, Robyn Meredith, Trading Co., Robyn Meredith, Inc.,
and H&W Partnership tell the U.S. Bankruptcy Court for the
Southern District of New York they object to the involuntary
third-party releases buried in the Second Amended Joint Plan of
Reorganization filed by Donnkenny, Inc., and its debtor-
affiliates.

The Court approved the adequacy of the Debtors' Disclosure
Statement on March 29, 2005.

The five creditors specifically object to Section 12.01(b) of the
Debtors' Plan.  That provision provides relief to non-Debtors who
are not entitled to releases and other similar relief under the
Bankruptcy Code.  Those third-party releases are contrary to the
provisions of the Bankruptcy Code and are only permitted in case
of extraordinary circumstances, which do not exist in the Debtors'
chapter 11 cases and are not even specifically mentioned in the
Plan.

The five creditors contend that confirmation of the Plan would
result in the claims of Objectors being discharged, and the claims
of the Objectors against third parties who are not Debtors are
also disposed of without any consideration by any Court, or any
payment beyond that from the Debtors.

In effect, the Objectors say, the Plan creates a trap for the
unwary, by imposing an involuntary release of creditors claims in
favor of officers and directors in the absence of unusual
circumstances, simply by accepting a distribution from the
Debtors.

The five creditors suggest that the most efficient means to
resolve their objection is to remove Section 12.1(b) from the
Plan, and strike any parallel language from in any proposed
confirmation order.

The five creditors recommend that the Plan should be modified to
include language that affirmatively and expressly states that the
claims of Objectors against non-debtors are not released,
discharged, enjoined or impacted in any way by the Plan or any
order from the Court confirming the Plan.

The confirmation hearing, and consideration of the five creditors'
objection, will continue at 10:00 a.m., on May 16, 2005.

Headquartered in New York City, Donnkenny, Inc., and its debtor-
affiliates design, import, and market broad lines of moderately  
and better priced women's clothing.  The Debtors filed for chapter  
11 protection on Feb. 7, 2005 (Bankr. S.D.N.Y. Case No. 05-10712  
through 05-10716).  Bonnie Steingart, Esq., Kalman Ochs, Esq., and  
Christopher R. Bryant, Esq., at Fried, Frank, Harris, Shriver &  
Jacobson LLP, represent the Debtors in their restructuring  
efforts.  When the Debtors filed for protection from their  
creditors, they listed $45,670,000 in total assets and  
$100,100,000 in total debts.


EURAMAX INT'L: Soliciting Consents to Amend 9-1/2% Sr. Sub. Notes
-----------------------------------------------------------------
Euramax International, Inc., commenced a tender offer to purchase
for cash any and all of its outstanding 8-1/2% Senior Subordinated
Notes due 2011 on the terms and subject to the conditions set
forth in its Offer to Purchase and Consent Solicitation Statement
dated May 3, 2005 and the related Consent and Letter of
Transmittal. In connection with the tender offer, the Company is
soliciting consents to certain proposed amendments to the
indenture governing the Notes.

If all conditions to the tender offer and consent solicitation are
satisfied, holders of the Notes who validly tender their Notes
pursuant to the tender offer and validly deliver their consents
pursuant to the consent solicitation by 5:00 p.m., New York City
time, on May 16, 2005, and do not validly withdraw their Notes or
revoke their consents by such date, will be paid a total
consideration for each $1,000 principal amount of the Notes equal
to the present value (minus accrued interest) of:

     (a) $1,042.50, the amount payable per $1,000 principal amount
         of the Notes on August 15, 2007, the first date on which
         the Notes are redeemable at a fixed price, and

     (b) an amount equal to the interest that would have been paid
         on the Notes from the date of payment up to and including
         the First Redemption Date, in each case determined on the
         basis of a yield to the First Redemption Date equal to
         the sum of:

          (i) the yield of the 3.25% U.S. Treasury Note due
              Aug. 15, 2007, plus

         (ii) a fixed spread of 50 basis points.

In addition, holders who validly tender and do not validly
withdraw their Notes in the tender offer will receive accrued and
unpaid interest from the last interest payment date up to, but not
including, the date of payment.

In connection with the tender offer, the Company is soliciting
consents to certain proposed amendments to eliminate substantially
all of the restrictive covenants and certain events of default in
the Indenture and to modify the defeasance and certain other
provisions contained in the Indenture.  The Company is offering to
make a consent payment of $20 per $1,000 principal amount of the
Notes (which is included in the total consideration described
above) to holders who validly tender their Notes prior to the
Consent Date.  Holders who tender their Notes after the Consent
Date will not receive the consent payment.  Holders may not tender
their Notes without delivering consents and may not deliver
consents without tendering their Notes.

The tender offer is scheduled to expire at 5:00 p.m., New York
City time, on June 1, 2005, unless otherwise extended or earlier
terminated by the Company.  Subject to the terms and conditions of
the tender offer, payment for any Notes tendered will be made
promptly after the Expiration Date.

The tender offer is conditioned on, among other things:

    * there being validly tendered prior to the Expiration Date
      and not validly withdrawn at least a majority in aggregate
      principal amount of Notes outstanding;

    * the receipt of consents of holders of at least a majority of
      the then aggregate outstanding principal amount of the Notes
      with respect to, and execution of a supplemental indenture
      providing for, the proposed amendments to the Indenture;

    * receipt by the Company on or prior to the Expiration Date of
      net proceeds from the Related Financing Transactions (as
      defined in the Statement) or other available sources of
      cash, in each case, on terms and conditions satisfactory to
      the Company in its sole discretion and in an amount
      sufficient to pay the aggregate total consideration payable
      pursuant to the tender offer, plus all fees and expenses
      related to the tender offer and the consent solicitation;
      and

    * the consummation of the proposed merger of the Company with
      Emax Merger Sub, Inc., an affiliate of Goldman, Sachs & Co.,
      on or prior to the Expiration Date.

This announcement is not an offer to purchase, a solicitation of
an offer to sell or a solicitation of consents with respect to any
securities.  The full terms of the tender offer and the consent
solicitation are set forth in the Statement and in the related
Consent and Letter of Transmittal.  Credit Suisse First Boston LLC
and Goldman, Sachs & Co. are the Dealer Managers and Solicitation
Agents for the tender offer and consent solicitation.  Questions
regarding the tender offer and consent solicitation should be
directed to CSFB at 800-820-1653 (Toll Free) or 212-538-0652 or to
Goldman Sachs at (800) 828-3182 (Toll Free) or (212) 357-8664.

Requests for documents should be directed to D.F. King & Co.,
Inc., the Information Agent for the tender offer and consent
solicitation, at 48 Wall Street, New York, NY 10005, 800-848-2998
(Toll Free) or (212) 269-5550.

Euramax International, Inc., is an international producer of
value-added aluminum, steel, vinyl and fiberglass fabricated
products with facilities located in all major regions of the
continental United States as well as in the United Kingdom, The
Netherlands and France.  The Company's customers include original
equipment manufacturers; commercial panel manufacturers and
transportation industry manufacturers; rural contractors; home
centers; home improvement contractors; distributors; industrial
and architectural contractors; and manufactured housing producers.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 19, 2005,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and 'B' subordinated debt ratings on Euramax International
Inc. on CreditWatch with negative implications.  The CreditWatch
placement followed the company's announcement that it has agreed
to a merger plan with GSCP EMAX Acquisition LLC.  GSCP EMAX is a
newly formed company organized by Goldman Sachs Capital Partners
and management of Euramax, in which, among other things, GSCP EMAX
will acquire all outstanding stock of Euramax. sWe also note that
as part of the transaction Euramax intends to redeem all of its
8.5% senior subordinated notes due 2011.

At Dec. 31, 2004, Norcross, Georgia-based Euramax had $313 million
of lease-adjusted debt outstanding.

"Key drivers of further rating activity include pro forma debt
leverage, the company's near-term business prospects and
strategies, and the liquidity profile," said Standard & Poor's
credit analyst Paul Kurias.


EXCITE@HOME: Unsec. Creditors Contribution to Bondholders is $18M
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
determined that general unsecured creditors should contribute
$18,371,483 to Plan Classes 5a and 5b (claims held by Bondholders)
pursuant to At Home Corporation (dba Excite@Home) and its
debtor-affiliates' Joint Plan of Liquidation, as of Feb. 18, 2005.  

The Honorable Thomas E. Carlson issued an order making that
determination at the behest of Frank A. Morrow, who serves as
trustee of the At Home General Unsecured Creditors' Liquidating
Trust.  The Liquidating Trustee wanted the amount of the
Interclass Contribution owed by Class 5d to Classes 5a and 5b
pursuant to Article 4.E.6 of the Debtors' Joint Plan of
Liquidation judicially determined.  The Liquidating Trustee was
confused over the figures due to various duplicate claims and
claim stipulations.

Article 4.E.6 of the Plan provides, inter alia, that Class 5d (the
General Unsecured Creditor Class) is required to contribute to
Classes 5a and 5b (the Bondholder Classes) if the distributions to
allowed Class 5d claimholders reach certain thresholds.

The Court based the calculation on excess distributable funds on
account of $132,273,348 and distributions of $113,901,865 by the
Liquidating Trust to General Unsecured Claimholders on account of
Claims totaling $125,973,032.

                       Terms of the Plan

On August 15, 2002, the Court confirmed the Debtors' Joint Plan of
Liquidation.

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 of the Debtors' assets, as well as all of the Debtors' causes
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.

The assets are administered by three liquidating trusts charged
with liquidating the Debtors' assets and pursuing any remaining
litigation, and the trusts make distributions to creditors.

The Plan incorporates an agreement among the Debtors and the
Official Committee of Unsecured Creditors.  That agreement was
hammered out through mediation with the Honorable Randall J.
Newsome.  

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.


EXOTIC CAR: Case Summary & 2 Largest Known Creditors
----------------------------------------------------
Debtor: Exotic Car Rental of Texas, Inc.
        4708 Stonehearth Place
        Dallas, Texas 75287

Bankruptcy Case No.: 05-42253

Type of Business: The Debtor rents exotic and luxury cars.

Chapter 11 Petition Date: April 28, 2005

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Charles R. Chesnutt, Esq.
                  18333 Preston Road, Suite 500
                  Dallas, Texas 75252
                  Tel: (972) 735-0757
                  Fax: (214)965-0254

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
MLSBF, L.P.                                    Unknown
c/o Brent Brown
P.O. Box 1210
McKinney, TX 75070-1210

Skip Leake                                     Unknown
611 Ryan Plaza Drive, Suite 610
Arlington, TX 76006-1786


FEDERAL-MOGUL: Names Peter Becker Customer Satisfaction VP
----------------------------------------------------------
President and Chief Executive Officer Jose Maria Alapont disclosed
the appointment of Peter Becker, vice president, Customer
Satisfaction, to the Strategy Board for Federal-Mogul Corporation
(OTCBB:FDMLQ).  Mr. Becker assumes responsibility for quality and
global customer satisfaction for Federal-Mogul, and reports
directly to Mr. Alapont.

"Peter brings valuable experience and a strong understanding of
our customers, suppliers and manufacturing operations," Mr.
Alapont said.  "His dedication to quality excellence in products
and services will be a major driver of Federal-Mogul's global
customer satisfaction."

Previously vice president, Corporate Quality, for Federal-Mogul,
Mr. Becker joined the company in May 2001, and was responsible for
Federal-Mogul's global quality program.

Before joining Federal-Mogul, Mr. Becker was CEO of FAG
Komponenten AG in Schweinfurt, Germany.  Prior to this, he held
various management positions in general management, plant
management, quality assurance, engineering and manufacturing in
the United States and Europe with ITT Automotive and Valeo.

Mr. Becker completed his diploma theses at Mercedes-Benz in
Gaggenau, Germany, and earned his engineering degree at the
Technical University in Darmstadt, Germany.

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.


FLEXTRONICS: Wants to Buy India-based Subsidiary's Public Equity
----------------------------------------------------------------
Flextronics International's (Nasdaq: FLEX) proposal to delist its
India-based subsidiary Flextronics Software Systems Limited,
previously known as Hughes Software Systems Limited, by purchasing
all of its outstanding publicly-held shares.  Flextronics
currently owns 69.7 percent of FSS through its wholly owned
subsidiary, Flextronics Sales & Marketing (L-A) Limited.  
Commenting on the proposal, Michael Marks, Flextronics' Chief
Executive Officer stated "Completion of this transaction will
enhance our operating flexibility, streamline our service offering
in this area and provide an attractive exit opportunity to public
shareholders.  However, if we find that the ultimate terms of this
proposal are not acceptable to Flextronics, we will examine
alternative strategies for our Indian operations."

Flextronics intends to acquire the outstanding shares of FSS in
accordance with the delisting guidelines as set forth by the
Securities and Exchange Board of India through a shareholder-led
reverse book build process.  Shareholders of FSS may tender their
shares to Flextronics Sales and Marketing (L-A) Limited, at a
price at or above the "floor price" to be determined in accordance
with the SEBI guidelines (being the average price of the company's
shares as quoted on the National Stock Exchange in the 26 weeks
preceding the date of the public announcement to be issued under
the SEBI guidelines).

Flextronics is prepared to acquire the shares offered to it at
Rs. 575 (US$13.23) per share, subject to all requisite shareholder
and regulatory approvals being obtained, including the number of
shares required for delisting being offered at this price.  This
price represents a premium of approximately 9.7 percent to the
average of the closing prices of the FSS shares as quoted on the
NSE in the six months preceding the date of this statement and a
4.5 percent premium to the closing price of Rs. 550 (US$12.66) per
share on May 3, 2005, the last trading day before the delisting
proposal was communicated to the Board of Directors of FSS.  
Additionally Flextronics believes that given the low liquidity in
the FSS stock, the delisting offer would provide the public
investors of FSS with an attractive exit opportunity.

Flextronics reserves the right not to acquire the offered shares
if the final price, as determined by the SEBI delisting guidelines
is more than Rs. 575 (US$13.23) per share.

All US$ translations are at the rate of Rs. 43.46/US$.

                        About the Company

Headquartered in Singapore (Singapore Reg. No. 199002645H),
Flextronics -- http://www.flextronics.com/-- is a leading  
Electronics Manufacturing Services (EMS) provider focused on
delivering innovative design and manufacturing services to
technology companies. With fiscal year 2005 revenues of USD$15.9
billion, Flextronics is a major global operating company that
helps customers design, build, ship, and service electronics
products through a network of facilities in 32 countries on five
continents. This global presence provides customers with complete
design, engineering, and manufacturing resources that are
vertically integrated with component capabilities to optimize
their operations by lowering their costs and reducing their time
to market.

                          *     *     *  

As reported in the Troubled Company Reporter on Nov. 16, 2004,   
Moody's Investors Service assigned a Ba2 rating to Flextronics   
International Ltd.'s new $500 million 6.25% senior subordinated   
notes, due 2014.  At the same time, the company was assigned a   
liquidity rating of SGL-1, reflecting Flextronics' significant   
on-hand liquidity, unfettered access to the sizeable $1.1 billion   
revolver and the expectation for generating moderately positive   
free cash flow (pre-Nortel payments) over the next twelve months.


GATEWAY GRAPHICS: Case Summary & 21 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Gateway Graphics, Inc.
             3131 Premier Drive
             Irving, Texas 75063

Bankruptcy Case No.: 05-35082

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Gateway Equipment Limited Partnership      05-35086
      KSM Real Estate, L.P.                      05-35102

Chapter 11 Petition Date: May 3, 2005

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Steven Thomas Holmes, Esq.
                  Hunton & Williams
                  Energy Plaza, 30th Floor
                  1601 Bryan Street
                  Dallas, Texas 75201
                  Tel: (214) 979-3000


                           Estimated Assets   Estimated Debts
                           ----------------   ---------------
Gateway Graphics, Inc.     $1 Million to      $1 Million to
                           $10 Million        $10 Million

Gateway Equipment          $1 Million to      $1 Million to
Limited Partnership        $10 Million        $10 Million

KSM Real Estate, L.P.      $1 Million to      $1 Million to
                           $10 Million        $10 Million

Gateway Graphics, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Top Level Printing Ink           Trade Debt             $182,300
9110 Premier Row
Dallas, TX 75247
Attn: Billy Ragland
Tel: (214) 267-9010

Olmsted-Kirk Paper Company       Trade Debt             $145,375
P.O. Box 970093
Dallas, TX 75397-0093
Attn: Dwight Williams
Tel: (214) 637-7154

Bradner National                 Trade Debt             $108,299
P.O. Box 730149
Dallas, TX 75373-0149
Attn: Sandra Neumeier
Tel: (972) 446-2586

Clampit Paper                    Trade Debt              $59,357

Enovation Graphic Services       Trade Debt              $48,578

RIS Paper Company                Trade Debt              $22,931

Bank One                         Trade Debt              $15,523

Performance Specialty Service    Trade Debt              $14,865

United Parcel Service            Trade Debt              $12,581

Minuteman of Americus            Trade Debt              $11,747

Graphics Unlimited               Trade Debt              $10,874

Dove Logistics &                 Trade Debt              $10,178
Transportation LLC

American Express                 Trade Debt               $9,716

Anchor Software LLC              Trade Debt               $9,147

Pacesetter Graphics Service      Trade Debt               $9,114
Corporation

Star Uniform Rental Co., Inc.    Trade Debt               $8,792

On-Demand Temporary Labor        Trade Debt               $8,710

Kent Landsberg                   Trade Debt               $7,738

Liberty Carton Company           Trade Debt               $6,947

Citibusiness Card                Trade Debt               $6,664


KSM Real Estate, L.P.'s Largest Unsecured Creditor:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Wachovia                         Mortgage Loan          $400,000
MO5248
P.O. Box 13278
Sacramento, CA 95813


GLASS GROUP: Files its Schedules of Assets & Liabilities in Del.
----------------------------------------------------------------
The Glass Group, Inc., delivered its Schedule of Assets and
Liabilities with the U.S. Bankruptcy Court for the District of
Delaware, disclosing:

    Name of Schedule                  Assets         Liabilities
    ----------------                  ------         -----------
A. Real Property                 $20,330,000
B. Personal Property             $99,179,497
C. Property Claimed
   as Exempt                  Not Applicable
D. Creditors Holding
   Secured Claims                                    $33,385,031
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $8,822
F. Creditors Holding
   Unsecured Nonpriority
   Claims                                            $14,941,457
                                ------------         -----------
    Total                       $119,509,497         $48,335,310

Headquartered in Millville, New Jersey, The Glass Group, Inc. --
http://www.theglassgroup.com/-- manufactures molded glass  
container and specialty products with plants in New Jersey and
Missouri.  Its products include cosmetic bottles, pharmaceutical
vials, specialty jars, and coated containers.  The Company filed
for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Del. Case
No. 05-10532).  Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


GREATHOUSE PACKAGING: Case Summary & 20 Largest Creditors
---------------------------------------------------------
Debtor: Greathouse Packaging Services LLC
        P.O. Box 290
        Mount Sterling, Kentucky 40353

Bankruptcy Case No.: 05-51642

Type of Business: The Debtor manufactures corrugated and plastic
                  packaging boxes and sheets.

Chapter 11 Petition Date: May 2, 2005

Court: Eastern District of Kentucky (Lexington)

Judge: William S. Howard

Debtor's Counsel: W. Thomas Bunch, Sr., Esq.
                  Bunch & Brock
                  271 West Short Street, Suite 805
                  P.O. Box 2086
                  Lexington, Kentucky 40588-2086
                  Tel: (859) 254-5522

Total Assets: $1,369,732

Total Debts:  $2,399,035

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Greathouse Packaging & Assembly, Inc.         $550,000
c/o A.C. Cooper
Cooper Container 1
P.O. Box 730
Maynardville, TN 37807

American Corrugated 1                         $282,691
Attn: Radonna
Georgia Pacific
1001 Maddox Simpson Parkway
Lebanon, TN 37090

Weyerhaeuser                                  $206,536
Attn: Tom Wheat
P.O. Box 75146
Charlotte, NC 28275-5146

Pratt Industries, Inc.                        $102,543

Box USA Group, Inc.                            $99,583

Evansville ARC, Inc.                           $59,239

Super Express Stop #5                          $34,141

Innerpac                                       $33,916

Bonfield Brothers                              $24,774

IPAK, Inc.                                     $21,724

Rogers Foam Corp.                              $21,707

Garnett Wood Products                          $20,726

Associated Packaging                           $19,082

Appalacian Leasing Services, Inc.              $17,802

AMEX                                           $15,658

Advanta Bank Corp.                             $11,400

B&C Industries, Inc.                           $11,304

Multicell Packaging, Inc.                      $10,843

Perma R Products                                $8,520

Diamond Forest Resources, Inc.                  $8,107


GREAT SCOTT: Voluntary Chapter 11 Case Summary
----------------------------------------------
Lead Debtor: Great Scott Productions Inc.
             834 North 7th Avenue
             Phoenix, Arizona 85007

Bankruptcy Case No.: 05-07677

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Great Scott Holdings, LLC                  05-07679

Type of Business: The Debtor offers video production services.
                  See http://www.greatscottprod.com/

Chapter 11 Petition Date: May 2, 2005

Court: District of Arizona (Phoenix)

Judge: Chief Judge Sarah Sharer Curley

Debtors' Counsel: Mark W. Roth, Esq.
                  Hebert Schenk, P.C.
                  4742 North 24th Street, Suite 100
                  Phoenix, Arizona 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840


                          Estimated Assets     Estimated Debts
                          ----------------     ---------------
Great Scott               $500,000 to          $1 Million to
Productions Inc.          $1 Million           $10 Million

Great Scott Holdings,     $1 Million to        $1 Million to
LLC                       $10 Million          $10 Million


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


GRUPO IUSACELL: 14-1/4% Bondholders Deliver Acceleration Notice
---------------------------------------------------------------
Grupo Iusacell, S.A. de C.V., (BMV: CEL, NYSE: CEL), received a
notice dated March 21, 2005, from The Bank of New York, acting as
trustee for the $350 million 14-1/4% notes due December 2006,
informing that, due to Grupo Iusacell's non-payment of interest
since June 1, 2003, an unspecified percentage of noteholders have
requested the acceleration of principal and accrued interest on
the notes.

Bloomberg pricing data shows those 14-1/4% notes have traded
around 30 cents-on-the-dollar for the past couple of months.

"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,"
the Company said when its disclosed receipt of the Acceleration
Notice from the Indenture Trustee.  

                        About the Company

Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE and BMV: CEL) --
http://www.iusacell.com.mx/-- is Mexico's second-largest wireless  
cellular and PCS service provider, behind America Movil.  Grupo
Iusacell's wireless service area covers approximately 90% of the
country's total population.

                         *     *     *

As reported in the Troubled Company Reporter on May 4, 2005,
Despacho Freyssinier Morin, S.C., completed 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.


GRUPO IUSACELL: Asks Shareholders to Scrap U.S. Stock Trading
-------------------------------------------------------------
Grupo Iusacell, S.A. de C.V., (BMV: CEL; NYSE: CEL) will submit to
the consideration of an extraordinary shareholders meeting the
convenience to continue with its American Depository Shares
program in the United States with shares listed in the New York
Stock Exchange.

The Company considers that renowned cases of regulatory non-
compliance in the recent past, such as Worldcom, Enron, Adelphia,
Parmalat, etc. have created over-regulation in the United States
securities markets.  As a result, issuers have had to divert time
and resources to comply with excessive regulation, to the
detriment of a more efficient management of the business.

For foreign issuers in the United States, over-regulation
considerably increases current costs and expenses, along with the
risk of liability, and the benefits are very questionable.  As a
result of this, the shareholders meeting of Grupo Iusacell will
consider the impact of the costs upon its business, as well as the
current and future benefits of its ADSs program.

If the shareholders' meeting decides to terminate the ADSs
program, the Company would disclose it to investors and would send
notice of this decision to Bank of New York.  Pursuant to section
6.02 of the Deposit Agreement signed with BONY, the Company has
the power to terminate it.  Such termination would be notified to
ADSs holders 90 days in advance of its termination.

If the shareholders meeting decides to terminate the ADSs program:
   
   a) the Company would immediately communicate this decision to
      both BONY and the New York Stock Exchange;

   b) BONY would notify holders of ADSs;

   c) the Company would proceed to modify its F-6 format (ADSs
      Registry), reducing the issuance of ADSs to zero; and

   d) the Company would file its modified F-6 form with the SEC.

Trading of ADSs may continue during the 90 days following the
termination of the Deposit Agreement.  During that period, ADSs
holders may continue to exchange them for common shares listed on
the Mexican Stock Exchange.

Once the Deposit Agreement is terminated, the NYSE should suspend
the trading of ADSs, should notify the SEC of the termination of
the program, and request the delisting of the ADSs from the NYSE.
In case that the delisting from the NYSE were to happen, the SEC
would make it public.

In that case, ADSs holders would have the following two options
during the period of time determined by the shareholders meeting:

   1) Give instructions to BONY to exchange its ADSs into common
      shares, or

   2) exchange their ADSs into common shares and request their
      sale in the Mexican market.

If there are less than 300 holders who are residents of the United
States, the Company may ask the SEC to cancel the registration of
the ADSs.  In that case, the reporting obligations and other U.S.
securities regulatory compliance requirements would cease to apply
to the Company.  We must highlight that the registry with the SEC
and the listing with the NYSE are two independent acts, and as
such, in case of an eventual delisting from the NYSE, the Company
would continue complying with its reporting obligations with the
SEC, for as long as its registry with this authority is
maintained.

The trading of shares in Mexico and the United States will remain
in place until the shareholders meeting decides about it.

If the shareholders' meeting decides not to terminate the ADSs
program, the Company would maintain its outstanding stock in the
US market as it is today, and ADSs holders would maintain the same
rights they currently possess.

In any event, the Company will timely disclose to investors the
relevant events that take place.

                        About the Company

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.

                         *     *     *

As reported in the Troubled Company Reporter on May 4, 2005,
Despacho Freyssinier Morin, S.C., completed 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.


H&M TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: H&M Transportation, Inc.
        P.O. Box 271408
        Tampa, Florida 33688-1408

Bankruptcy Case No.: 05-08879

Type of Business: The Debtor is a locally owned, family owned and
                  operated trucking company, in business for over
                  20 years.

Chapter 11 Petition Date: May 2, 2005

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Alberto F. Gomez, Jr., Esq.
                  Morse & Gomez, PA
                  119 South Dakota Avenue
                  Tampa, Florida 33606
                  Tel: (813) 301-1000

Estimated Assets: Not Provided

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Wright Express                             $115,318
   97 Darling Ave South
   Portland, ME 04106

   Quick Fuel                                 $110,336
   PO Box 88249
   Milwaukee, WI 53288

   Fleet One                                   $77,019
   5042 Linbar Drive
   Nashville, TN 37211

   GCR Tire Center                             $32,996

   National Semi-Trailer Corp.                 $28,634

   Mr. Mostafa El Asri                         $24,000

   Aurora Trailer Holdings                     $16,800

   Robert Half                                 $16,410

   Resource Leasing Service                    $16,410

   Callaghan Tire                              $15,000

   Expressway Towing                            $9,900

   First Financial Employee Leasing             $9,133

   EFS                                          $8,061

   Rush Truck Center                            $7,807

   Lawrence H. Samaha                           $7,500

   AAA Professional Security Services, Inc.     $6,707

   WPCI                                         $6,449

   Media General                                $5,578

   GE Capital Vendor                            $5,475

   Amscot                                       $5,027


HARRY LEE CORLEY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Harry Lee Corley
        215 Stoneleigh Drive, Southwest
        Atlanta, Georgia 30331

Bankruptcy Case No.: 05-68326

Chapter 11 Petition Date: May 3, 2005

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: David L. Miller, Esq.
                  Law Offices of David L. Miller
                  The Galleria, Suite 960
                  300 Galleria Parkway, Northwest
                  Atlanta, Georgia 30339
                  Tel: (404) 231-1933

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor has no unsecured creditors who are not insiders.


HARTCOURT COS: Losses & Neg. Cash Flow Prompt Going Concern Doubt
-----------------------------------------------------------------
Kabani & Company, Inc., raised substantial doubt about The
Hartcourt Companies, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended Dec. 31, 2004.  Kabani observes that the Company
incurred a $15.4 million net loss in 2004 and a $750,000 loss in
2003.  Negative cash flows from operations were $7.1 million in
2004 and $4.5 million in 2003.  

The Company says it's deployed a three-part plan to provide the
necessary capital to continue its operations.  The three steps
called for Hartcourt to:

  (1) acquire profitable operations via stock exchanges
      transactions,

  (2) dispose of unprofitable operations, and

  (3) settle certain litigation matters and disputes.

The Company plans to continue actively seeking additional funding
and restructure the acquired subsidiaries to increase profits and
minimize the liabilities.

                        Executive Changes

On Apr. 11, 2005, Richard Hyland resigned as the Company's Interim
Chief Financial Officer due to cultural and language barriers
working in China as well as his inability to commit the necessary
time in Shanghai, the location of Hartcourt headquarters.

The Company's board of directors appointed Carrie Hartwick as
Interim Chief Financial Officer, effective April 14, 2005, and the
Company will search for a new Chief Financial Officer.  Ms.
Hartwick joined the Company at the end of 2003 as Chief Financial
Officer and President, and became the Chief Executive Officer
in June, 2004.  Ms. Hartwick resigned her position as Chief
Financial Officer on Jan. 5, 2005, when Mr. Hyland assumed the
position.  She was employed as the Finance Director of Dell
China/HK from 2000 to 2003.  Prior to 2000, Ms. Hartwick
served as the Finance Director of Gillette China and held various
positions within Johnson & Johnson, including Finance Controller
for Johnson & Johnson Shanghai.  Ms. Hartwick holds a Bachelor of
Accounting degree from Rutgers University.

                          SEC Settlement
  
On April 12, Hartcourt paid the remaining balance of a
$1.1 million SEC judgment.  As such, the Company has fully wrapped
up the SEC case and is moving full speed ahead to the next phase
of growth through acquisition of high growth and high profit
margin technology companies in China.

The Hartcourt Companies, Inc. -- http://www.hartcourt.com/--  
incorporated in Utah in 1983, is a growth oriented company in the
China's IT distribution and retail sectors.  There are four main
operations in this sector which are all located in China: 1)
HuaQing Corporate Development Co., Ltd., located in Shanghai,
China, a key distributor for Samsung Electronics, helps customers
build their own PC system with components, technology and after
sales support, 2) Guangdong NewHuaSun Computer Co., Ltd., a
similar business to HuaQing, located in the Guangdong province
covering the Southern China market, 3) Shanghai GuoWei Science and
Technology Co., Ltd., a PC retailer in the Shanghai area with 13
retail outlets, and 4) Wenzhou ZhongNan Computer Group, a PC
retailer covering the Zhejiang province.  Through the strategic
acquisition of controlling interest in profitable companies with
leadership positions in regional markets, Hartcourt intends to
integrate and consolidate the businesses to reach economy of scale
and operating efficiency.


HAWAIIAN HOLDINGS: Expects 45M Outstanding Shares Following Exit
----------------------------------------------------------------
Hawaiian Holdings, Inc. (Amex: HA; PCX) currently expects that it
would have approximately 45 million shares of common stock
outstanding after its wholly owned subsidiary, Hawaiian Airlines,
Inc., emerged from bankruptcy protection.

Also, the Company will have reserved for issuance shares for:

     (i) employees under their collective bargaining agreements
         (approximately 1.5 million shares),

    (ii) options already granted (approximately 1.5 million
         shares) and for future grants in the ordinary course
         (approximately 8 million shares),

   (iii) the future conversion under the convertible notes
         expected to be issued at emergence (which conversion rate
         has not been finalized but is expected to be at a premium
         to market) and

    (iv) warrants to be issued to RC Aviation (in an amount equal
         to 5% of the fully diluted shares).

The timing and ultimate number of shares to be issued will be
subject to a number of factors including market conditions at the
time of emergence and the receipt of shareholder approval with
respect to the increase in the number of authorized shares of the
Company.  There can be no assurance, however, that the Company
will regain control of Hawaiian Airlines in the near future.

Hawaiian Holdings is a Delaware corporation that has been public
since August 2002, when Hawaiian Airlines, which had been publicly
held, became its wholly owned subsidiary in an internal corporate
reorganization.

Hawaiian Airlines, Inc. -- http://www.HawaiianAir.com/-- is a  
subsidiary of Hawaiian Holdings, Inc. (AMEX and PCX: HA).  Since
the appointment of a bankruptcy trustee in May 2003, Hawaiian
Holdings has had no responsibility for the management of Hawaiian
Airlines and has had limited access to information concerning the
airline.

On March 21, 2003, Hawaiian Airlines, Inc., filed a voluntary
petition for reorganization under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Hawaii (Case No. 03-00827).  Joshua Gotbaum serves as the chapter
11 trustee for Hawaiian Airlines, Inc.  Mr. Gotbaum is represented
by Tom E. Roesser, Esq., and Katherine G. Leonard, Esq., at
Carlsmith Ball LLP and Bruce Bennett, Esq., Sidney P. Levinson,
Esq., Joshua D. Morse, Esq., and John L. Jones, II, Esq., at
Hennigan, Bennett & Dorman LLP.  The Bankruptcy Court confirmed
the Chapter 11 Trustee's Plan of Reorganization on March 10, 2005.

On March 31, 2005, Hawaiian Holdings' balance sheet showed a
$63,387,000 stockholders' deficit, compared to a $61,292,000
deficit at Dec. 31, 2004.


HOLMES GROUP: Moody's Puts B1 Rating on New $85M Tack-On Term Loan
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to The Holmes
Group's new $85 million tack-on term loan and affirmed the B1
rating on the existing senior secured facilities and the B3 issuer
rating.  At the same time, Moody's withdrew the B3 second lien
term facility rating.  The rating outlook remains stable.

Holmes' ratings reflect:

   (1) its high sales concentration in a few discount retailers,

   (2) its weakened balance sheet resulting from the May 2004
       special dividend,

   (3) its high financial leverage,

   (4) the effects of higher steel and other input costs, and

   (5) the stiff competition inherent in the consumer products in
       which the company competes.

The ratings are supported by:

   (1) the company's portfolio of stable and diverse products for
       the home,

   (2) the company's well known brand names,

   (3) the leading market positions for many of the products it
       sells,

   (4) its well established relationships with growing mass
       retailers,

   (5) the stability of its operating margin, and

   (6) the moderate decline in its leverage since the recap and
       special dividend.

With half of the company's products supplied by its manufacturing
subsidiary in China and half sourced from other producers, Holmes
is well positioned to remain price competitive.

The stable rating outlook assumes further gradual deleveraging and
the prospectively favorable impact on interest expense and cash
flow that the lower interest rate on the new Senior Secured Tack-
on Term Loan and the Proposed Amendment and Restatement of its
First Lien Credit Agreement should have.

Sales in 2004, of $695 million, represented an 11% increase over
2003 and for the twelve months ended March 31, 2005, reached
$698 million.  Sales to its three largest customers, Wal-Mart,
Target, and Kmart Sears, represented 50% of total sales in 2004.  
Holmes' high dependence on a few large discount retailers exposes
it to the relatively demanding service requirements and inventory
management criteria of this distribution channel.  Higher material
costs have caused a moderate reduction in gross margin for the
March 2005 LTM period, but through expense efficiencies the
company was able to limit the erosion of its operating margin.   
Leverage as measured by adjusted debt (funded debt + adjustments
for rent and unfunded pension) / EBITDAR has declined from 4.9
times for the twelve months ended June 30, 2004, or just after the
recap and dividend, to 4.6 times for the March 2005 LTM.

Moody's notes that while Holmes produces a number of appliances
for the kitchen and home environment, certain of these product
categories are experiencing volume and sales declines, making the
company dependent on new product launches.

The opportunity for a ratings upgrade is limited by the
competitiveness of the small appliance industry, but could occur
if the company improves adjusted debt / EBITDAR to below 3.5
times, operating margin rises to above 12%, and interest cover
improves to greater than 4 times and those levels are maintained
for a sustained period.  However, negative rating action could
ensue if adjusted debt / EBITDAR increases to above 5.5 times,
operating margin drops to below 8%, interest coverage goes below
2.5 times, or if another leveraged transaction were to take place.

The $333 million Amended Term Facility will mature in 2010 and the
$90 million Revolving Facility will mature in 2009.  The term loan
will require annual amortization payments of 1% of principal until
maturity.  The $90 million revolving credit facility provides
ample seasonal liquidity.  The facilities will be secured by all
property and tangible and intangible assets, all of the capital
stock of the company's domestic subsidiaries and 65% of the
capital stock of foreign subsidiaries.  The existing covenant
structure, which will not be modified, includes a maximum debt /
EBITDA, a minimum interest coverage ratio, and a minimum fixed
charge coverage ratio, and provides the company with sufficient
operating flexibility.

This rating was assigned:

   * $85 million tack-on senior secured term loan of B1.

These ratings were affirmed:

   * Senior implied rating at B1,
   * Issuer rating at B3.
   * $90 million senior secured revolving credit facility at B1,
   * $248 million senior secured first lien term loan at B1.

This rating was withdrawn:

   * Senior secured second lien term loan of B3.

The outlook is stable.

The Holmes Group, with headquarters in Milford, Mass., is a
leading manufacturer and marketing company of branded consumer
products, including small appliances for the home environment and
the kitchen.  Its major brands include Rival, Crock Pot, Bionaire,
Holmes, Seal-a-Meal, and Family Care.  The Holmes Group reported
sales of approximately $695 million for fiscal year 2004.


HUFFY CORP: Brings-In Jefferson Wells for Internal Audit Work
-------------------------------------------------------------
Huffy Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, for authority to retain Jefferson Wells International,
Inc., as their internal auditors.

Jefferson Wells is expected to assist the Debtors in the
development of a project plan and activities to meet the
compliance requirements of the Sarbanes-Oxley Act of 2002 which
will allow Huffy to prepare audited financial statements for
fiscal 2004 and establish an internal audit system.

The Project Plan involves:

   Phase I: Developing the Project Plan

   This initial phase involves:

      -- conducting inventory of the available documentation of
         Huffy's internal controls related to Sarbanes-Oxley
         compliance;

      -- meeting with the Debtors' external auditor; and

      -- develop a detailed project work plan for revising the
         documentation.

   Phase II: Revise Documentation of Control Processes

   This phase will be used to:

      -- enhance the documentation of existing internal controls
         over financial reporting, disclosures and procedures,

      -- conduct a gap analysis,

      -- identify differences between expected and existing
         internal controls; and

      -- make recommendations with respect to gap identification
         and remediation.

   Phase III: Test Key Controls

   This final phase will be used to propose test scripts,
   programs and work papers related to Sarbanes-Oxley compliance
   summary and prepare remediation plans and recommendations
   relative to such compliance.

Jefferson Wells' professionals' current hourly rates for auditing
services are:

           Designation                     Rate
           -----------                     ----
           Directors                       $150
           Engagement Manager              $125
           Information Technology Auditor  $120
           Internal Audit Staff            $ 92

Beth Savage, at Jefferson Wells, assures the Court of her Firm's
"disinteredness" 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.


HUNTSMAN CORP: Reports Positive EBITDA & Net Loss in First Quarter
------------------------------------------------------------------
Huntsman Corporation (NYSE: HUN) reported first quarter 2005
EBITDA of $241.2 million including $246.6 million of charges
related to the early extinguishment of debt, restructuring and
other charges resulting in Adjusted EBITDA of $487.8 million.
This compares to EBITDA in the first quarter of 2004 of
$207.8 million including restructuring and other charges of $15.9
million resulting in Adjusted EBITDA of $223.7 million.  EBITDA
for the fourth quarter of 2004 was $275.0 million including
restructuring and other charges of $126.5 million resulting in
Adjusted EBITDA of $401.5 million.

The Company reported a net loss available to common stockholders
of $99.5 million for the first quarter 2005 including preferred
dividends of $43.1 million (which represents all of the dividends
that were declared and will become payable from the issuance of
its 5% mandatory convertible preferred stock until the mandatory
conversion date) and after tax charges of $233.0 million for early
extinguishment of debt and $8.3 million of restructuring and plant
closing costs.  Net income as adjusted to exclude these items was
$184.9 million.  This compares to a net loss available to common
stockholders of $106.7 million in the first quarter 2004 including
preferred dividends of $21.9 million and after tax charges of
$1.9 million related to the early extinguishment of debt and $7.2
million of restructuring and plant closing costs. Net loss as
adjusted to exclude these items in the first quarter of 2004 was
$75.7 million.

The proceeds from its initial public offering were used to reduce
indebtedness throughout the second half of the first quarter,
2005.  As a result its interest expense was higher than what it
would have been if the IPO were completed at the beginning of the
quarter.

Peter R. Huntsman, President and CEO, stated, "The first quarter
results represent our seventh consecutive quarter of improved
revenues and Adjusted EBITDA and were achieved despite continued
volatile and high energy and feedstock costs.  Our product
portfolio remains well balanced, with our differentiated segments
contributing more than half our Segment Adjusted EBITDA in the
2005 first quarter.  We continue to improve the bottom line,
having delivered two-thirds of our $200 million global cost
reduction initiative.  Our outlook for 2005 remains optimistic as
the fundamentals of our business continue to show general
improvements.  During the quarter, our net IPO proceeds of $1.5
billion were used to reduce our debt levels.  Since the IPO we
have prepaid our term loans by $75 million and we remain committed
to using surplus cash flow to reduce our debt further."

             Three Months Ended March 31, 2005 vs.
              Three Months Ended March 31, 2004

Revenues for the three months ended March 31, 2005 increased to
$3.4 billion, or 27%, from $2.6 billion during the same period in
2004.  Revenue increases were experienced in all segments,
primarily due to higher average selling prices.

For the three months ended March 31, 2005, the Company generated
EBITDA of $241.2 million, which included $233 million of expenses
related to the early extinguishment of debt, $10.4 million of
restructuring and plant closing costs and $3.2 million of loss on
the sale of accounts receivable.  This compares to first quarter
2004 EBITDA of $207.8 million, which included $1.9 million of
losses from the early extinguishment of debt, $8.7 million of
restructuring charges, $3.5 million of loss on the sale of
accounts receivable and $1.8 million in legal and contract
settlement expense.

Adjusted EBITDA for the first quarter of 2005 was $487.8 million,
a 118% increase relative to the comparable period in 2004.  The
increase in Adjusted EBITDA resulted from increases in its
Polyurethanes, Performance Products, Pigments, Polymers, and Base
Chemicals segments. Fourth quarter 2004 EBITDA and Adjusted EBITDA
were $275.0 million and $401.5 million, respectively.

                           Polyurethanes

The increase in revenues in the Polyurethanes segment for the
three months ended March 31, 2005 as compared to the same period
in 2004 was primarily due to higher average selling prices for
MDI. MDI average selling prices increased by 45% as a result of
the combination of strong growth in higher value applications,
continued strong supply/demand fundamentals, the strength of major
European currencies versus the U.S. dollar, and higher raw
material and energy costs.  MDI sales volumes were higher by 1%.
In addition, PO and co-product MTBE average selling prices and
volumes were also higher.

The increase in EBITDA in the Polyurethanes segment was the result
of higher margins as average selling prices more than offset the
increase of raw materials and energy costs. EBITDA also increased
as a result of decreased administrative costs.  EBITDA was
negatively impacted by $1.9 million of restructuring charges
recorded in the first quarter of 2005 compared to $4.8 million for
the same period in 2004.

                        Advanced Materials

The increase in revenues in the Advanced Materials segment for the
three months ended March 31, 2005 as compared to the same period
in 2004 was primarily the result of a 8% increase in average
selling prices, principally due to price increase initiatives in
certain markets in response to improved demand and higher raw
material costs and to offset the effects of the strength of the
major European and Asian currencies versus the U.S. dollar. Sales
volumes improved by approximately 1% as its ongoing portfolio re-
alignment activities resulted in higher sales volumes in certain
of its coatings, constructions and adhesives market group as well
as its design and composite engineering market group which were
largely offset by lower sales volumes of basic epoxy resins and
electronic laminates products.

EBITDA in the Advanced Materials segment was relatively flat as
higher average selling prices were partially offset by higher raw
material costs and energy costs. The foreign exchange loss in the
three months ended March 31, 2005 was $12.9 million as compared to
$2.7 million in foreign exchange gains for the same period in
2004.

                       Performance Products

The increase in revenues in the Performance Products segment for
the three months ended March 31, 2005 as compared to the same
period in 2004 was primarily the result of higher average selling
prices for all major product lines partially offset by a 5%
decrease in sales volumes. Average selling prices increased by 20%
in response to higher raw material and energy costs and improved
market conditions. Sales volume decreases were primarily the
result of lower sales of certain surfactants products and LAB.

The increase in EBITDA in the Performance Products segment
principally resulted from higher margins as average selling prices
increased more than raw material and energy costs. EBITDA was
negatively impacted by a $1.0 million restructuring charge for the
first quarter 2005.

Pigments

The increase in revenues in the Pigments segment for the three
months ended March 31, 2005 as compared to the same period in 2004
was primarily due to a 12% increase in average selling prices,
partially offset by 9% lower sales volumes. Average selling prices
benefited from the strengthening of the major European currencies
versus the U.S. dollar and price increase initiatives implemented
during 2004 and first quarter of 2005. Volumes were lower
primarily due to the rationalization of manufacturing capacity and
lower demand.

The increase in EBITDA in the Pigments segment was primarily the
result of higher margins resulting from the increase in average
selling prices and lower manufacturing costs and SG&A. EBITDA was
negatively impacted by $2.9 million of restructuring charges
recorded in the first quarter of 2005 as compared to $3.9 million
in the comparable 2004 period.

Polymers

The increase in revenues in the Polymers segment for the three
months ended March 31, 2005 as compared to the same period in 2004
was primarily the result of a 41% increase in average selling
prices due to tighter market conditions and higher raw materials
and energy costs. Sales volumes decreased by 6% primarily
resulting from lower production and reduced demand.

The increase in EBITDA in the Polymers segment was due primarily
from higher margins as average selling prices increased more than
raw material and energy costs. EBITDA was negatively impacted by a
$1.9 million restructuring charge for the first quarter of 2005.

Base Chemicals

The increase in revenues in the Base Chemicals segment for the
three months ended March 31, 2005 as compared to the same period
in 2004 was primarily the result of a 41% increase in average
selling prices in response to improved market conditions and
higher raw material and energy costs. Sales volumes increased 1%
in the 2005 period as compared to 2004.

The increase in EBITDA in the Base Chemicals segment was primarily
the result of higher margins as average selling prices increased
more than raw material and energy costs. EBITDA was negatively
impacted by a restructuring charge for the first quarter of 2005
of $2.7 million.

                        Corporate and Other

Corporate and other items include unallocated corporate overhead,
loss on the sale of its accounts receivable, unallocated foreign
exchange gains and losses, loss on the early extinguishment of
debt, other non-operating income and expense, minority interest,
and unallocated restructuring and reorganization costs. In the
first quarter of 2005, the total of these items increased as
compared to the comparable 2004 period primarily due to the charge
on early extinguishment of debt of $233.0 million as compared to
$1.9 million for the same period in 2004. Also, in the 2005 first
quarter period the Company recorded unallocated foreign exchange
losses as compared to unallocated foreign exchange gains for the
comparable 2004 period.

              Liquidity, Capital Resources and Outstanding Debt

As of March 31, 2005, the Company and its subsidiaries had
$1.03 billion in combined cash and unused borrowing capacity, as
compared to $1.02 billion at December 31, 2004.

For the three months ended March 31, 2005, total capital
expenditures were $59.8 million as compared to $55.8 million for
the same period in 2004.  During 2005, the Company expects to
spend approximately $400 million on capital expenditures,
including approximately $80 million on the LDPE facility being
constructed at Wilton, UK. The Company's consolidated
polyurethanes Chinese joint venture expects to spend an additional
$51 million on capital projects in 2005 of which Huntsman has
funded approximately $8 million and the remainder will be funded
by its joint venture partners and local borrowings.

On February 16, 2005, the Company completed an initial public
offering of:

     (i) 55,681,819 shares of its common stock sold by us and
         13,579,546 shares of its common stock sold by a selling
         stockholder, in each case at a price to the public of $23
         per share, and

    (ii) 5,750,000 shares of its 5% mandatory convertible
         preferred stock sold by us at a price to the public of
         $50 per share.

The net proceeds to the Company from the offering were
approximately $1,500 million, substantially all of which were used
to repay outstanding indebtedness of certain of its  subsidiaries,
including HMP Equity Holdings Corporation, Huntsman LLC and
Huntsman International Holdings LLC.

On February 16, 2005, the Company utilized approximately $42
million of the net proceeds from the offering to redeem, in full,
certain indebtedness of Huntsman LLC.  On February 28, 2005, it
utilized approximately $1,217 million of the net proceeds together
with $35 million in available cash to redeem all of the
outstanding HMP Equity Holdings Corporation senior secured
discount notes due 2008, approximately $452 million of the
outstanding Huntsman International Holdings LLC senior discount
notes due 2009, and $159 million of the Huntsman LLC senior
secured notes due 2010.  On March 14, 2005, the Company used
$151.7 million of the net proceeds from the offering to redeem the
remaining outstanding Huntsman International Holdings LLC senior
discount notes due 2009 and $78 million of the Huntsman LLC senior
notes due 2012.  On March 17, 2005, the Company used approximately
$27 million of net proceeds from the offering to redeem an
additional $24 million of Huntsman LLC senior notes due 2012.

On March 24, 2005, the Company made a voluntary prepayment in the
amount of $75 million on its Huntsman International LLC senior
credit facilities and during the first quarter reduced
outstandings under its Huntsman LLC revolving credit facility by
approximately $63 million.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2005,
Moody's Investors Service upgraded the ratings of Huntsman LLC
(senior implied upgraded to B1- HLLC), Huntsman International
Holdings LLC (senior implied upgraded to B1- HIH), Huntsman
International LLC (senior unsecured upgraded to B2- HI), and
Huntsman Advanced Materials LLC (senior implied upgraded to Ba3
-- Advanced Materials).

The action follows the successful initial public offering (IPO)
transaction for Huntsman Corporation, along with a better
understanding of Huntsman Corporation's future strategies to
reduce debt and simplify its operating structure.  Moody's
affirmed the B1 senior implied rating and Caa1 senior unsecured
rating of the new parent company Huntsman Corporation.  The
outlook for Huntsman Corporation's rating and ratings for the
other rated companies is stable.  It is Moody's belief that the
IPO proceeds, to be used for debt reduction, will reach
subsidiaries via equity injections as opposed to inter-company
debt obligations.

The rating actions reflect that Huntsman Corp. has successfully
priced the IPO of its common stock.  Huntsman Corp. is the new
holding company that will own or control the existing Huntsman
companies.  Moody's expects HC to raise approximately $1.5 billion
in net proceeds from the IPO offering along with the proceeds of
an issue of mandatory convertible preferred stock, which Huntsman
Corp. will use to repay indebtedness at various subsidiaries.

The offerings raised some $150 million more in proceeds for debt
reduction than was originally anticipated.  Moody's believes that,
subject to improvements in cash flow from operations, further
material reductions in indebtedness are likely over the next
several years.  The rating incorporates Moody's belief that
management will avoid large debt financed acquisitions to grow the
group.

While the rating upgrades incorporate strategic bolt-on
acquisitions they are not expected to be material or to delay the
expected improvement in credit metrics as debt is reduced.
Existing Huntsman stockholders also participated in the offering
and HC will not benefit from these secondary sale proceeds.
Moody's believes the Huntsman family will continue to have
effective control of the new public corporation.

The ratings affirmed are:

  -- Huntsman Corporation

     * Senior Implied -- B1
     * Issuer Rating -- Caa1
     * Outlook -- Stable.


HY & ZEL: Restructures Under CCAA Protection in Canada
------------------------------------------------------
Hy & Zel's Inc. obtained an order under the Companies' Creditors
Arrangement Act to restructure its financial affairs.  Hy & Zel's
has entered into an accommodation agreement with its senior
creditor and an agreement with its major supplier.  The
restructuring, which is expected to take place over the next 60 to
120 days, will be conducted under the supervision of Mintz &
Partners Limited as court-appointed monitor.

Mr. Zelick Goldstein, the Chief Executive Officer of Hy & Zel's
said: "We intend to carefully examine all aspects of our
operations, and are now taking steps to stabilize the business and
return it to profitability.  Our management team and employees
will make every effort during the restructuring period to maintain
the high level of service that our valued customers have come to
expect from Hy & Zel's.".

Hy & Zel's, which is headquartered in Thornhill, Ontario, operates
a chain of 17 discount pharmacies located throughout Ontario.


INTERSTATE BAKERIES: Closing Charlotte, N.C. Bakery
---------------------------------------------------
Interstate Bakeries Corporation (OTC: IBCIQ) plans to consolidate
operations in its Mid-Atlantic Profit Center (PC) by closing its
bakery in Charlotte, North Carolina, and consolidating routes,
depots and thrift stores in North Carolina, South Carolina and
Virginia.  The decision came as part of its previously announced
efforts to address its continued revenue declines and high-cost
structure.  The Company expects to complete the consolidation of
the Mid-Atlantic PC by July 23, 2005, subject to the U.S.
Bankruptcy Court for the Western District of Missouri's approval.  
The consolidation is expected to affect approximately 950 workers
in the Mid-Atlantic PC.

As previously disclosed, the Company is currently undergoing an
exhaustive review of each of the Company's ten PCs on an
individual basis.  As part of this process, IBC continues to
eliminate unprofitable products and routes, streamline
distribution, rationalize the number of brands and stock-keeping
units (SKUs) and eliminate excess capacity.  The Company believes
these actions will strengthen its focus on branded sales and
deliveries, which are key components in configuring the business
for efficiencies in production, distribution, marketing and sales.

Most of the production capacity at the Charlotte bakery will be
transferred to the Rocky Mount, North Carolina, and Knoxville,
Tennessee, bakeries.  Distribution of IBC's branded products to
most customers in the Mid-Atlantic PC will be unaffected by the
closure.

"Closing a bakery and consolidating routes, depots and thrift
stores are not decisions we take lightly.  We are sensitive of the
impact this will have on all of our employees in the Mid-Atlantic
region, but we must make the difficult decisions necessary to
revitalize the Company and ensure a successful future for IBC,"
said Tony Alvarez II, chief executive of IBC and co-founder and
co-chief executive of Alvarez & Marsal, the global corporate
advisory and turnaround management services firm.  "We hope to be
able to complete our review of all PCs before the end of the
year."

The Company's preliminary estimate of charges to be incurred in
connection with the Mid-Atlantic PC consolidation is approximately
$15 million, including approximately $3 million of severance
charges, approximately $8.5 million of asset impairment charges,
and approximately $3.5 million in other charges.  IBC further
estimates that approximately $6 million of such costs will result
in future cash expenditures.  In addition, the Company intends to
spend approximately $2 million for capital expenditures and
accrued expenses to effect the consolidation.

As previously disclosed, IBC currently contributes to more than 40
multi-employer pension plans as required under various collective
bargaining agreements, many of which are underfunded.  The portion
of a plan's underfunding allocable to an employer deemed to be
totally or partially withdrawing from the plan as the result of
downsizing, job transfers or otherwise is referred to as
"withdrawal liability."  Certain of the plans have filed proofs of
claim in IBC's bankruptcy case alleging that partial withdrawals
have already occurred, which claims are disputed by IBC.  There is
a risk that the recent consolidation could significantly increase
the amount of the liability to IBC should a partial withdrawal
from the multi- employer pension plans covering the Mid-Atlantic
PC employees be found to have occurred.  However, IBC is
conducting the Mid-Atlantic PC consolidation in a manner that it
believes will not constitute a total or partial withdrawal from
the relevant multi-employer pension plans.  Nevertheless, due to
the complex nature of such a determination, no assurance can be
given that withdrawal claims based upon IBC's prior action or
resulting from this consolidation or future consolidations will
not result in significant liabilities for IBC.  Should a partial
withdrawal be found to have occurred, the amount of any partial
withdrawal liability arising from the underfunded multi-employer
pension plans to which IBC contributes would likely be material
and could adversely affect our financial condition and, as a
general unsecured claim, any potential recovery to our
constituencies.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.
The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.

Last week the Company disclosed the closing of its bakery in
Miami, Florida, and the consolidation of routes, depots and thrift
stores in its Florida PC.


JOHN BYRD: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: John Harry Bryd
        Dba Byrd Construction Company
        3340 Douglas Drive
        Washoe Valley, Nevada 89704

Bankruptcy Case No.: 05-51331

Type of Business: The Debtor is a solo proprietor doing business
                  as Byrd Construction Company.

Chapter 11 Petition Date: May 4, 2005

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Michael Lehners, Esq.
                  429 Marsh Avenue
                  Reno, Nevada 89509
                  Tel: (775) 786-1695
                  Fax: (775) 786-0799

Total Assets: $6,986,900

Total Debts:    $713,000

Debtor's 3 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      State Taxes               $300,000
Special Procedures            1989 through 2001
110 City Parkway, Stop 5028
Las Vegas, NV 89106

Robert/Lyn Equipment          Equipment Rental           $36,000
21 La Cam Road
Newbury Park, CA 91320

Barbara Byrd                  Lawsuit                    Unknown
c/o David Sibler, Esq.
P.O. Box 307
Penn Valley, CA 95946


KAISER ALUMINUM: Asks Court to Okay Avista et al. Consent Decree
----------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates ask Judge
Fitzgerald to approve a consent decree settling environmental
claims of the State of Washington and Avista Development, Inc.,
relating to the Spokane River, including Upriver Dam, in Spokane,
Washington.

Kaiser Aluminum & Chemical Corporation owns and operates an
aluminum rolling mill near Spokane, known as the Kaiser Trentwood
Works.  The Trentwood Facility is permitted to discharge
industrial wastewater into the Spokane River under the provisions
of Washington's Water Pollution Control Law and the Federal Water
Pollution Control Act.

Avista is a successor to Pentzer Development Corporation, the past
owner and operator of the Spokane Industrial Park, which is
located on the Spokane River.  Prior to 1994, Pentzer discharged
industrial wastewater into the Spokane River under the provisions
of Washington's Water Pollution Control Law and the Federal Water
Pollution Control Act, or predecessor laws.

Hazardous substances known as polychlorinated biphenyls have been
found in fish, sediment, and water of the Spokane River.  In June
2001, the Washington State Department of Ecology notified KACC,
Liberty Lake Sewer & Water District and Avista of its preliminary
finding that they were each potentially liable for the release of
PCBs at the Site.  Thereafter, the Department of Ecology notified
Inland Empire Paper Company of its preliminary finding that
Inland Empire was also potentially liable for the release of PCBs
at the Site.  Liberty Lake and Inland Empire are not signatories
to the Consent Decree.

In November 2002, KACC sought and obtained the Bankruptcy Court's
permission to enter into a consent decree with the Department of
Ecology and Avista.  KACC and Avista agreed to undertake a focused
remedial investigation and feasibility study to investigate the
existence and extent of PCBs in sediments deposited at the Site,
and to study and evaluate potential clean-up actions, should
remedial action be required.

The Department of Ecology filed the Upriver Dam RI/FS Consent
Decree in a civil action it commenced against KACC and Avista in
January 2003 in the Superior Court of the State of Washington for
Spokane County so that any enforcement of the Upriver Dam RI/FS
Consent Decree would be under the jurisdiction of the Spokane
County Superior Court.  The Superior Court entered the Upriver
Dam RI/FS Consent Decree in February 2003.

The 2002 Court Order also approved KACC's entry into a related
agreement with Avista to share the costs of performing the RI/FS
required by the Upriver Dam RI/FS Consent Decree.

KACC and Avista, in cooperation with the Department of Ecology,
have completed the RI/FS for the Site.  Based on the results of
the RI/FS, the Department of Ecology proposed a Cleanup Action
Plan, which describes certain work to be performed to clean up the
Site.

Avista and the State of Washington also negotiated a proposed
consent decree, pursuant to which Avista will implement the CAP.  
The CAP Consent Decree will not become effective until, among
other things, the Consent Decree is approved and the Debtors make
the payment to Avista required under the Consent Decree.

The CAP Consent Decree and the CAP are subject to public comment
and the approval of the Spokane County Superior Court.

Both the State of Washington and Avista lodged claims against KACC
with respect to the Site.  The State of Washington, at the request
of the Department of Ecology, filed Claim No. 7181, asserting,
among other claims, a protective claim with respect to natural
resource damages, natural resource trustee oversight costs and
KACC's alleged injunctive obligation to perform future work to
clean up the Site.  The State of Washington estimates the
Claim to be $52,000,000.

Avista filed Claim No. 3104 asserting, among other claims, a claim
with respect to KACC's obligation under the Participation
Agreement, Avista's past costs associated with the Site and a
protective claim as to KACC's alleged liability for future
remedial actions associated with the Site.

The Consent Decree settles, without admission of liability, the
Spokane River Environmental Claims and requires the Department of
Ecology to dismiss the Spokane Action as against KACC.  The
significant terms of the Consent Decree are:

   a.  The Debtors will pay $1,000,000 into an account designated
       by Avista.  The funds will be used to carry out tasks
       Avista is required to undertake under the CAP Consent
       Decree.  The Debtors' payment represents approximately
       one-half of the estimated costs of the required tasks.
       Except for the Debtors' obligation to make the payment to
       Avista, the Debtors have no obligation under the Consent
       Decree to fund or perform any work at the Site;

   b.  On the effective date of the Consent Decree and following
       the transfer of the funds, neither the Debtors nor any of
       their successors will have any further obligation under
       the Consent Decree with respect to the Site to fund or
       perform any remedial actions taken pursuant to the
       Washington State Model Toxics Control Act, RCW 70.105D,
       and any similar state law, and response actions taken
       pursuant to the Comprehensive Environmental Response,
       Compensation and Liability Act, 42 U.S.C. Section 9601 et
       seq., and any similar federal law, nor to provide any
       further funding to Avista;

   c.  The State of Washington covenants not to sue the Debtors
       or their successors, assigns, officers, directors,
       employees and trustees with respect to the Site and any
       areas affected by a release or threatened release of
       hazardous substances from the Site, subject to a
       reservation of rights to bring any other actions,
       including any actions based on:

          (i) a failure to meet a requirement of the Consent
              Decree;

         (ii) liability for any other site -- subject to any
              separate settlement regarding the other site;

        (iii) criminal liability; and

         (iv) natural resource damages.

       Upon the Debtors' payment of the amount due under the
       Consent Decree, the Department of Ecology will dismiss
       KACC as a defendant in the Spokane Action;

   d.  Avista will fully release and discharge the Debtors from
       any and all claims, causes of action, liabilities and
       obligations arising out of or relating to:

          (i) hazardous substances at the Site as of the
              effective date of the Consent Decree, so long as
              the claims are based on information that was known
              or should have been known to Avista as of the
              effective date of the Consent Decree; and

         (ii) tasks required by the CAP Consent Decree, except
              claims relating to a material change in the tasks
              arising from the Debtors' conduct occurring after
              the effective date of the Consent Decree.

       The Debtors will grant a similar release to Avista.

   e.  The Debtors are entitled to protection to the maximum
       extent provided by the Washington State Model Toxics
       Control Act, RCW 70.105D against any existing or future
       third-party actions or claims, including claims for
       contribution, with respect to the Site;

   f.  The parties to the Consent Decree agree that the portions
       of Claim No. 7181 that assert liabilities with respect to
       the Site and Claim No. 3104 will be deemed satisfied and
       expunged.  Logan & Company, Inc., the Debtors' claims and
       noticing agent, will be authorized and empowered to
       expunge those portions of the claims.

The United States Environmental Protection Agency was given an
opportunity to comment on and be a signatory to the Consent
Decree.  The EPA declined and, as a result, is not a party to the
Consent Decree.  

The Debtors believe that the Consent Decree is in the paramount
interests of their creditors because it:

    -- takes into account their probabilities of success in
       litigating issues with Avista;

    -- avoids the uncertainty, risk and continuing costs
       associated with litigation; and

    -- does not require them to fund or perform any work at the
       Site, except for their obligation to pay Avista
       $1,000,000.

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)


KAISER ALUMINUM: Wants Insurer's Confirmation Objections Overruled
------------------------------------------------------------------
To recall, a group of insurers led by Century Indemnity Company
complain that the Third Amended Joint Plans of Liquidation for
Kaiser Alumina Australia Corporation and Kaiser Finance
Corporation and for Alpart Jamaica, Inc., and Kaiser Jamaica
Corporation are inherently and structurally unfair to insurers
and, accordingly, are not "insurance neutral."

The Insurers issued certain insurance policies that may provide
coverage for certain bodily injury and property damage claims that
have been, or that may be, asserted against Kaiser Aluminum
Corporation and its debtor-affiliates.  The Insurers inform the
United States Bankruptcy Court for the District of Delaware that
they hold certain contingent and unliquidated Claims arising from
the Debtors' continuing contractual obligations under the
Policies.  The Insurers also have certain rights under the
Policies, including, without limitation, the rights to receive
monetary and non-monetary performance, and assert defenses, set-
offs or recoupments arising from, related to, or in connection
with, the Policies.

While the Disclosure Statements explaining the Liquidation Plans
acknowledge the possibility of certain Claims being asserted
against the Debtors for which insurance coverage may be sought
under the Policies -- including Claims allegedly arising out of
exposure to asbestos, silica and other potentially harmful or
hazardous substances -- the Insurers point out that the Plans
provide for the liquidation of those Claims in a manner that is
not consistent with the Insurers' Contractual Rights or does not
require the performance of the Debtors' reciprocal Contractual
Obligations.

                  Liquidating Debtors Explain
          "Insurance Neutrality" Provisions Under Plans

Kaiser Alumina Australia Corporation, Kaiser Finance Corporation,
Alpart Jamaica, Inc., and Kaiser Jamaica Corporation state that
the Insurers do not have standing to object to the Liquidation
Plans because they are not "parties-in-interest" as required by
Section 1128(b) of the Bankruptcy Code.

The Liquidating Debtors note that the entirety of the Insurers'
objections is based on the contention that the Liquidation Plans
are not "insurance neutral" and do not preserve the Insurers'
rights under the applicable insurance policies.

According to the Liquidating Debtors, the Insurers' suggestion
that Section 12.1 of the Liquidation Plans is somehow inadequate
is absurd, not only because Section 12.1 itself makes clear that
it applies notwithstanding any other provisions in the
Liquidation Plans, including Section 4.2, but also because counsel
for the Insurers, representing the "ACE Group of Insurers" --
which includes at least some if not all of the Insurers --
represented to the Court at the hearing on the Disclosure
Statements that the insurance neutrality language of Section 12.1
"is acceptable to the ACE Insurers."

The Liquidation Debtors inform Judge Fitzgerald that the language
of Section 12.1 was negotiated with a large group of insurance
companies at the time of the Disclosure Statements were approved.  
As a result of those negotiations, the Liquidating Debtors agreed
to modify and expand Section 12.1 to include that:

   (a) Nothing in the Plan will diminish or impair the
       enforceability of any insurance policies that may cover
       Claims against either Debtor.

   (b) Nothing in the Plan or in the Confirmation Order will
       preclude any entity from asserting in any proceeding any
       and all claims, defenses, rights, or causes of action that
       it has or may have under or in connection with any
       insurance policy or insurance settlement agreement.
       Nothing in the Plan or the Confirmation Order will be
       deemed to waive any claims, defense, rights, or causes of
       action that any entity has or may have under the
       provisions, terms, conditions, defenses, or exclusions
       contained in those policies or settlements.

   (c) Notwithstanding the provisions of Section 12.1(b) and the
       substantial consummation of the Liquidation Plans, in
       connection with any possible insurance policies, the Court
       will retain jurisdiction over the Chapter 11 cases to
       issue or approve buybacks or those insurance policies
       under Section 363 of the Bankruptcy Code and to issue or
       approve injunctions, releases, and exculpations under the
       Bankruptcy Code for purposes of, inter alia, protecting
       any settling insurers against claims or demands made
       against the Debtors.  In this regard, as between Kaiser
       Aluminum & Chemical Corporation and the Debtors, KACC will
       have full and sole right and authority to settle, release,
       compromise, and enter into buybacks by insurers of
       insurance policies as to which the Debtors, or any of
       them, have or may assert rights as an insured.  The
       Debtors will not be entitled to any consideration or other
       value as a result of any exercise of those rights by KACC.

The Liquidating Debtors point out that the phrases "[n]othing in
the Plan or in the Confirmation Order" make clear that the
insurance neutrality provisions cannot be overridden or undercut
by other provisions in the Liquidation Plans, including Section
4.2.

The Liquidating Debtors also note that their counsel emphasized at
the Disclosure Statement Hearing that ". . . there is simply no
impact on any insurance policy [under the Plans]."

Hence, the Liquidating Debtors maintain that there is absolutely
no basis for the Insurers to suggest that the Liquidating Plans
are "not fair and equitable to Insurers."  The Liquidating
Debtors ask the Court to overrule the Insurers' Objections.

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: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Kimberly Oregon Realty, Inc., delivered its Schedule of Assets and
Liabilities to the U.S. Bankruptcy Court for the Southern
District of California, disclosing:

    Name of Schedule                Assets         Liabilities
    ----------------                ------         -----------
A. Real Property               $15,900,000
B. Personal Property            $1,749,818
C. Property Claimed
   as Exempt                Not Applicable
D. Creditors Holding
   Secured Claims                                   $5,265,538
E. Creditors Holding
   Unsecured Priority
   Claims                                              $47,622
F. Creditors Holding
   Unsecured Nonpriority
   Claims                                       Not Applicable
                               -----------         -----------
    Total                      $17,649,818          $5,313,160

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.


LOMA LINDA: S&P Lifts Ratings on $52.3 Million Series 1999 Bonds
----------------------------------------------------------------
Standard & Poor's Rating Services raised its long-term rating to
'BBB-' from 'BB+' on Loma Linda, California's $52.3 million series
1999 revenue bonds, issued for Loma Linda University Medical
Center, based on LLUMC's sustained operating profitability, solid
market position, and steady balance sheet improvement, tempered by
the center's modest liquidity.  The outlook is stable.

"LLUMC has shown continued operating profitability, as evidenced
by five years of positive and improving operating margins, and
strong operating income of $29.0 million and improved debt service
coverage of 2.5x in 2004," Standard & Poor's credit analyst James
Cortez said.  "Additionally, LLUMC has a solid market position and
a large revenue base, and has shown steady balance sheet
improvement over several years due to stronger cash flow."

"We expect overall liquidity to improve as a result of LLUMC's
heightened cash flow," he added.

Bond proceeds are secured by the gross revenues of LLUMC.

LLUMC, with 654 staffed (789 licensed) beds (excludes behavioral
medicine beds), is the largest facility in San Bernardino and
Riverside counties service area.


MAGELLAN HEALTH: Good Performance Cues S&P to Change Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Magellan
Health Services Inc. to positive from stable.

At the same time, Standard & Poor's affirmed its 'B+' counterparty
credit rating on Magellan and its 'B+' issue credit ratings
assigned to Magellan's $241 million 9.375% senior notes due
November 2008 and its $185 million credit facility due August
2008.

"The revised outlook reflects Magellan's better than expected
profitability and cash flow since emergence from bankruptcy in
January 2004 and the potential for the company to achieve
sustained improvement in its underlying financial condition by
year-end 2005," explained Standard & Poor's credit analyst Joseph
Marinucci.

By year-end 2005, Standard & Poor's expects Magellan's revenue to
increase very modestly to slightly more than $1.8 billion and for
pretax ROR, excluding realized gains/losses, to be 6.5%-7.5%.  No
special charges are expected.  If Magellan were to achieve
Standard & Poor's earnings expectations in 2005, pretax income
would likely be $170 million-$190 million and debt leverage and
interest coverage would be 25%-35% and be 6.0x-7.0x (excluding
realized gains/losses), which are considered very conservative for
the rating.  An upgrade will be predicated upon Magellan meeting
the previously referenced metrics.

Standard & Poor's believes that Magellan is well positioned as the
largest provider of managed behavioral health care services in the
U.S.  At year-end 2004, the company had about 1,700 customers and
provided coverage for 57.1 million lives, which constitutes 30%-
35% of the marketplace.


MAGIC LANTERN: Auditors Doubt Going Concern Viability
-----------------------------------------------------
Schwartz Levitsky Feldman LLP, raised substantial doubt about
Magic Lantern Group, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended Dec. 31, 2004.  The auditing firm points to the
Company's significant recurring losses, working capital
deficiency, and lack of long-term financing.  Mahoney Cohen  &
Company CPA, P.C., expressed similar doubts when they audited the
Magic Lantern's 2003 financial statements.  

The Company's cash position at the current rate of operating
activity is insufficient to cover operating costs to June 30,
2005.  The Company's working capital deficiency at Dec. 31, 2004,
was approximately $6,030,000, which has worsened since
Dec. 31, 2003.  Historically, the Company has sought financing
from its major shareholders.   Failing shareholder support and a
longer-term financing solution, the sources of capital available
to the Company include reduction of discretionary investments in
the digitization program and sales and marketing programs designed
to increase revenue over the next twelve months.  

Capital requirements for 2005 also include, in part, the repayment
of an approximate $623,000 (CDN $750,000) loan, excluding accrued
interest, by Sonoptic to its 25% shareholder, the Minister of
Business New Brunswick -- formerly, Provincial Holdings Ltd. --
unless extended.  The Company is currently in the process of
renegotiating the terms of the loan, which was due on Sept. 30,
2003, and has received a no default letter from the Minister of
Business New Brunswick, dated Oct. 3, 2003.  Although annual
extensions of the loan maturity date have been granted in the past
there can be no assurance that the loan will be renewed and on
terms favorable to the Company.

                  Liquidity and Capital Resources

As of April 21, 2005 the Company's cash position was $313,000
which, given the Company's debt obligations and accounts payable
obligation would provide for continuing operations until June 30,
2005.  The Company has aggressively sought out sources of capital
infusion in both private equity and debt infusion.  Management has
pursued virtually all possible avenues to raise additional capital
and the overwhelming hurdle has been the on-going losses since the
Company's inception and its current debt position.  Potential
investors have significant interest in the technology offered by
the Company's subsidiary, Sonoptic Technologies, Inc. located in
New Brunswick and its VideoBaseT indexing and meta-tagging
utility.  The Company's core legacy business is of little or no
interest to the investment community.  In fact, it is a roadblock
to investors looking for leading or cutting edge technology that
has potent ially significant upside potential.

Further, the Company has no other sources of liquidity at its
disposal.

Execution of Magic Lantern's business plan and the Company's
branding strategies for its ongoing trademark licensing business
may require capital resources substantially in excess of the
Company's current cash reserves.  Magic Lantern has historically
relied on advances from its parent companies to address shortfalls
in its working capital requirements.

As reported in the Troubled Company Reporter on Jan. 14, 2005,
Magic Lantern completed several restructuring initiatives to
position it for future growth.  These include:

   -- raising a total of approximately $4.2 million USD since  
      September 2003;

   -- debt restructuring;

   -- the recent conversion of certain short-term debt into  
      equity; and  

   -- senior management appointments of seasoned entrepreneurial  
      business executives, including Company CEO Bob Goddard, CFO  
      Ron Carlucci and EVP of Global Sales and Marketing Jeff  
      Lorenz.  

                        About the Company  

Magic Lantern Group, Inc. -- http://www.magiclanterngroup.com/--   
operates several strategic subsidiaries and divisions, including  
its core business for nearly 30 years, the global distribution of  
videos and DVD's from more than 300 world-renowned producers.


MAULDIN-DORFMEIER: Selling Equipment & Vehicles for $1.7 Million
----------------------------------------------------------------
Mauldin-Dorfmeier Construction asks the U.S. Bankruptcy Court for
the Eastern District of California, Fresno Division, for authority
to sell its equipment and vehicles to Stephen Passy & Associates
and Martella Auction Co. for $1,740,000.  A portion of the sale
proceeds will be used to pay the Fireman's Fund and St. Paul
Marine Fire and Insurance Company's secured claim.  The Debtor
believes it will net $830,000 after payment to the Fund and St.
Paul.

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


MAULDIN-DORFMEIER: St. Paul Won't Allow Use of Cash Collateral
--------------------------------------------------------------
St. Paul Fire and Marine Insurance Company, a secured creditor of
Mauldin-Dorfmeier Construction, Inc., tells the U.S. Bankruptcy
Court for the Eastern District of California, Fresno Division,
that it doesn't want the Debtor using cash that comes in when
customers pay their bills.  The Debtor pledged its accounts
receivable to secure repayment of prepetition loan for nearly $1
million, and those postpetition cash collections constitute St.
Paul's cash collateral.  

St. Paul makes it clear it has not consented to the Debtor's use
of its cash collateral.  St. Paul is, however, willing to let the
Debtor's request and its objection remain sub judice while the
Debtor gets approval to sell assets that will pay the loan off.  

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


MCI INC: Fitch Keeps Sr. Debt B Rating on Watch Negative
--------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Negative status of
Verizon Global Funding's outstanding long-term debt securities,
which are rated 'A+', and has maintained the senior unsecured debt
rating of MCI, Inc., which is rated 'B', on Rating Watch Positive.  
The securities of both companies were placed on Rating Watch on
Feb. 14, 2005, following the announcement that Verizon
Communications, Inc., planned to acquire MCI.  Verizon and MCI
have entered into an amended agreement and plan of merger dated
May 1, 2005, following a protracted bidding process in which Qwest
Communications International, Inc., also pursued MCI.

One of several underlying reasons for the Rating Watch Negative
assigned to Verizon on Feb. 14 was the potential for the
acquisition price for MCI to rise due to other bids.  Since that
time, Verizon has had to increase its offer twice for MCI in
response to bids from Qwest.  MCI's board of directors deemed
Qwest's last offer, which was $30 per share in cash and stock, as
superior to Verizon's then existing offer of $23.10 per share.  In
response to Verizon's and MCI's May 1 amended agreement, Qwest
withdrew from the bidding process.  However, Fitch notes that
Qwest has not formally withdrawn its most recent offer, and that
the acquisition remains to be approved by MCI's shareholders in a
special meeting expected to take place in June or July 2005. Fitch
will continue to monitor developments and comment as appropriate.

The Rating Watch Negative assigned to Verizon as a result of the
proposed acquisition of MCI incorporates the need to evaluate the
moderately higher business risk profile of Verizon following the
acquisition of MCI, the potential synergies to be achieved, the
effect of integration-related operating and capital expenses on
cash flows, and the outcome of the regulatory approval process. As
the transaction is currently envisioned, a downgrade, should it
occur, would be limited to one notch.  If Fitch can attain a high
degree of confidence regarding the combined entity's business and
financial risk profile, the rating could be affirmed.

The terms of the amended transaction call for MCI to pay out a
special dividend of $5.60 per common share following the
shareholder vote (to be reduced by any dividends declared by MCI
between Feb. 14 and the closing of the merger), and for the
remainder of the consideration to consist of no less than $20.40
in Verizon common stock per MCI common share.  Although Verizon's
funding for the closing portion of the transaction consists solely
of common equity, prior to the shareholder vote Verizon has agreed
to acquire for cash approximately $1.1 billion in MCI common stock
(approximately 13.4% of MCI) from entities affiliated with
investor Carlos Slim Helu.  Following the acquisition of these
shares Verizon will be entitled to its share of the dividends to
be paid by MCI, thus reducing the net cost of the shares acquired
from entities affiliated with Carlos Slim Helu to approximately
$875 million.

Through a closing adjustment mechanism, Verizon is largely
insulated from increases in MCI's contingent liabilities
pertaining to remaining bankruptcy claim settlements, and
unresolved state and international tax claims.  The merger
consideration will be adjusted downward for total claims which
exceed $1.775 billion.

Taking into account the size of Verizon relative to MCI, the
transaction is not expected to have a material effect on Verizon's
credit protection measures.  Verizon's liquidity is strong, as it
has an undrawn $5 billion credit facility to back its commercial
paper.  The facility expires in June 2005, and has a two-year
term-out option.  In 2004, free cash flow after dividends and
capital spending was approximately $4.3 billion. Intermediate-term
liquidity needs are expected to be addressed through strong free
cash flows and could be supplemented by additional asset sales.

The transaction will be subject to regulatory and shareholder
approval.  After the necessary approvals are obtained, the
transaction is expected to close, which could
be in the first half of 2006.  Material conditions arising from
the regulatory approval process could have an impact on the final
economics of the transaction and the ultimate credit profile of
the combined company.

At this time it has not been disclosed if Verizon will guarantee
or legally assume MCI's outstanding debt.  Without a guarantee,
MCI's debt would likely be upgraded to two notches below Verizon's
rating, but the notching could be more or less depending on an
evaluation of the integration of MCI's assets into Verizon's
operations.

The Rating Watch Negative is also maintained on the existing long-
term debt of other Verizon subsidiaries, as listed below, as well
as on the implied senior unsecured rating of Verizon
Communications.  The 'F1' ratings assigned to Verizon Global
Funding and Verizon Network Funding are not on Rating Watch
Negative.  Verizon Global Funding primarily funds the nonregulated
operations of Verizon.  Verizon Global Funding is a subsidiary of
Verizon, and benefits from a support agreement with Verizon.

These subsidiary ratings have been maintained on Rating Watch
Negative:

   Cellco Partnership (Verizon Wireless)

      -- Notes 'A+'.

   GTE Corp.

      -- Debentures/notes 'A+'.

   NYNEX Corp.

      -- Debentures 'A+'.

   Verizon New York

      -- Debentures 'A+'.

   Verizon Credit Corp.

      -- Notes 'A+'.

   Verizon Florida

      -- Senior unsecured debentures 'A+'.

   Verizon New England

      -- Senior unsecured bonds 'A+';
      -- Debentures 'A+';
      -- Notes 'A+'.

   Verizon South

      -- Senior unsecured debentures 'A+'.

   GTE Southwest

      -- Senior unsecured debentures 'A+'.

   Verizon California

      -- First mortgage bonds 'A+';
      -- Senior unsecured debentures 'A+'.

   Verizon Delaware

      -- Senior unsecured debentures 'A+'.

   Verizon Maryland

      -- Senior unsecured debentures 'A+'.

   Verizon New Jersey

      -- Senior unsecured debentures 'A+'.

   Verizon North

      -- First mortgage bonds 'A+'
      -- Senior unsecured debentures 'A+'.

   Verizon Northwest

      -- First mortgage bonds 'A+';
      -- Senior unsecured debentures 'A+'.
   
   Verizon Pennsylvania

      -- Senior unsecured debentures 'A+'.

   Verizon Virginia

      -- Senior unsecured debentures 'A+'.

   Verizon Washington D.C.

      -- Senior unsecured debentures 'A+'.

   Verizon West Virginia

      -- Senior unsecured debentures 'A+'.

These ratings remain on Rating Watch Negative where they were
placed on May 25, 2004, due to the pending sale of Verizon Hawaii:

   Verizon Hawaii

      -- First mortgage bonds 'BBB-';
      -- Debentures 'BB+'.

These ratings are affirmed by Fitch:

   Verizon Global Funding

      -- Commercial paper 'F1'.

   Verizon Network Funding

      -- Commercial paper 'F1'.

Fitch also maintains MCI on Rating Watch Positive:

   MCI Inc.

      -- Senior unsecured debt 'B'.


MCI INC: To Release 2005 First Quarter Results Today
----------------------------------------------------
MCI, Inc. (Nasdaq: MCIP) will report its first quarter 2005
financial results before market open on Thursday, May 5, 2005.  
The Company will host a conference call that day at 8:30 a.m. EDT
to discuss its results.  A live webcast of the conference call
will be http://www.mci.com/investor/

An archive of the presentation will be available for replay for 30
days.

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)

                         *     *     *  

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

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

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

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

These MCI ratings were placed on review for possible upgrade:  

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

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

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

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


MERIDIAN AUTOMOTIVE: Committee Formation Meeting Set for May 9
--------------------------------------------------------------
The United States Trustee for Region 3, Kelly Beaudin Stapleton,
will convene a meeting of Meridian Automotive Systems, Inc., and
its debtor-affiliates' largest creditors at 1:00 p.m. on May 9,
2005, at the Wyndham Hotel, located at 700 King Street, in
Wilmington, Delaware.

The sole purpose of the meeting will be to form one or more
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtors
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

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


MERIDIAN AUTOMOTIVE: First Creditors' Meeting Slated for June 3
---------------------------------------------------------------
The United States Trustee for Region 3, Kelly Beaudin Stapleton,
will convene a meeting of Meridian Automotive Systems, Inc., and
its debtor-affiliates' creditors at 10:00 a.m. on June 3, 2005, at
the J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, in
Wilmington, Delaware.

This is the first meeting of creditors required under 11 U.S.C.
Section 341(a) in all bankruptcy cases.

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

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies  
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MERIDIAN AUTOMOTIVE: Utilities Restrained from Halting Service
--------------------------------------------------------------
Section 366(a) of the Bankruptcy Code prohibits utilities from
altering, refusing, or discontinuing service to a debtor for the
first 20 days of a bankruptcy case.  Section 366(b) provides that
a utility company may, but need not, terminate services if a
debtor has not provided adequate assurance of future performance.

Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that in the operation of Meridian
Automotive Systems, Inc., and its debtor-affiliates'
manufacturing, distribution and office facilities, the Debtors
incur expenses in the ordinary course of business for, among other
things, water, sewer service, electricity, gas, local telephone
service, long-distance telephone service, and waste disposal.  The
Debtors spend approximately $35,000,000 annually for various
utility services, with an average monthly cost of approximately
$3,000,000.  These utility services are provided by
approximately 64 Utility Companies nationwide.

A non-exhaustive list of the Debtors' Utility Companies is
available for free at:

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

According to Mr. Fredericks, any disruption to the Debtors'
manufacturing and distribution operations by virtue of the
cessation of utility services by the Utility Companies could
bring the Debtors' operations to a grinding halt.  This would
damage customer relationship, revenues, and profits and would
ultimately adversely affect the Debtors' restructuring efforts,
to the detriment of their estates, creditors, and employees.

In this regard, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to prohibit Utility Companies from:

    -- discontinuing, altering, or refusing service to the
       Debtors on account of any unpaid prepetition charges; or

    -- requiring the payment of a deposit or receipt of another
       security from the Debtors in connection with any unpaid
       prepetition charges.

A Utility Company may, however, request additional adequate
assurance of payment in the form of deposits or other security.  
If the Debtors believe that any Additional Assurance Request is  
unreasonable, and are unable to reach a compromise with the
applicable Utility Company, the Debtors will promptly schedule a
hearing for the Court to determine if additional assurances are
necessary.

The Debtors ask Judge Walrath to require any Additional
Assurances Request to:

   1.  be made within the time required;

   2.  be made in writing;

   3.  set forth the location for which utility services are
       provided; and

   4.  include a summary of the Debtors' payment history relevant
       to the affected account, including any security deposits
       previously provided by the Debtors.

Pending resolution of any Determination Hearing, any objecting
Utility Company will be prohibited from discontinuing, altering,
or refusing service to the Debtors on account of any unpaid
charges for prepetition services.  If any Utility Company timely
submits an Additional Assurance Request that the Debtors believe
is reasonable, then the Debtors will be entitled to comply with
the request, without further notice or Court order.

All Utility Companies will be deemed to be adequately assured of
future payment by the Debtors unless and until the Debtors, in
their sole discretion, agree to an Additional Assurance Request
or the Court enters an order requiring that additional assurance
be provided.

The Debtors seek permission not to provide any deposits or any
other forms of security to the Utility Companies because (x)
their history of timely payment of prepetition invoices received
from the Utility Companies and their current and projected
available funds, (y) the security deposits they provided to many
of the Utility Companies prior to the Petition Date, and (z) the
administrative expense priority afforded to the Utility Companies
for any unpaid postpetition services together constitute adequate
assurance of payment.

"[T]he Debtors could face a severe cash drain if the Utility
Companies condition the provision of postpetition services to the
Debtors on payment of deposits or other forms of adequate
assurance," Mr. Fredericks explains.

                          *     *     *

Judge Walrath issues a Bridge Order prohibiting all Utility
Companies from discontinuing, altering or refusing service to the
Debtors on account of any unpaid prepetition charges, or
discriminating against the Debtors, or requiring payment of a
deposit or receipt of any other security for continued service as
a result of the Debtors' bankruptcy filing or any outstanding
prepetition invoices.

Judge Walrath sets May 16, 2005, as the deadline by which
objections to the Debtors' request and the Bridge Order must be
filed.  A final hearing, if required, on the Debtors' request
will be held at 2:00 p.m. (prevailing Eastern Time) on May 23,
2005.

If no objections are filed, the Court may enter the Final Order
without further notice or hearing.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies  
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MERIDIAN AUTOMOTIVE: Hires Trumbull Group as Claims Agent
---------------------------------------------------------
The Trumbull Group, LLC, is a data processing firm that
specializes in claims processing, noticing and other
administrative tasks in Chapter 11 cases.  Trumbull, according to
Richard E. Newsted, President of Meridian Automotive Systems,
Inc., has provided identical or substantially similar services in
other large bankruptcy cases, which include, among others,
Armstrong World Industries, Budget Group, Inc., Owens Corning,
Kmart Corporation, and Safety Kleen.  Thus, Meridian Automotive
Systems, Inc., and its debtor-affiliates believe that the firm is
well-qualified to provide services in their bankruptcy cases.

By this application, the Debtors ask the U.S. Bankruptcy Court for
the District of Delaware for authority to employ Trumbull as
claims and balloting agent in their bankruptcy cases to, among
other things:

   (1) serve as the Court's noticing agent to mail notices to
       creditors and other parties-in-interest;

   (2) provide computerized claims, objection and balloting
       database services; and

   (3) provide expertise and assistance in claim and ballot
       processing and with the dissemination of other
       administrative information related to the Debtors' cases.

Specifically, Trumbull will:

   (a) prepare and serve required notices in the Debtors' cases,
       including without limitation:

         (i) notice of commencement of the Debtors' bankruptcy
             cases and the initial meeting of creditors under
             Section 341 of the Bankruptcy Code;

        (ii) notice of the deadline established in the Debtors'
             cases for filing proofs of claim;

       (iii) notice of objections to claims;

        (iv) notice of any hearings on approval of a disclosure
             statement and confirmation of a plan of
             reorganization; and

         (v) other notices as the Debtors or the Court may deem
             necessary or appropriate for an orderly
             administration of the Debtors' cases;

   (b) prepare notices for publication and coordinate media
       publication;

   (c) provide a declaration of service conforming to the Court's
       rules to the Debtors within five days after the mailing of
       a particular notice;

   (d) receive, review, accurately record, and maintain copies of
       all proofs of claim and proofs of interest filed and
       maintain official claims registers that include, among
       other things, these information:

         (i) the applicable Debtor;

        (ii) the name and address of the claimant and any agent,
             if the proof of claim or proof of interest was filed
             by an agent;

       (iii) the date received;

        (iv) the claim number assigned;

         (v) the asserted amount and classification of the claim;
             and

        (vi) any other information requested by the Debtors, any
             official committee of unsecured creditors or the
             Court;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers,
       including periodic audits of the claims information to
       satisfy the Clerk's Office that the claims information is
       being appropriately and accurately recorded in the Court's
       claims register;

   (f) transmit to the Clerk's Office a copy of the claims
       registers on a monthly basis, unless requested by the
       Debtors or the Clerk's Office on a more or less frequent
       basis;

   (g) maintain an up-to-date mailing list for all entities that
       have filed a proof of claim or proof of interest, as well
       as any other mailing lists as requested by the Debtors, to
       be available on request of a party-in-interest or the
       Clerk's Office;

   (h) provide 24-hour Internet access to the Debtors' counsel to
       the claims register and other claims information, and
       provide physical access to the public for examination of
       copies of proofs of claim or proofs of interest without
       charge during regular business hours;

   (i) record all transfers of claims approved by the Clerk's
       Office and provide notice of those transfers;

   (j) coordinate with the Debtors' counsel to identify, classify
       and categorize claims and generate detailed spreadsheet
       reports or specific claims information;

   (k) assist the Debtors with processing and compiling
       information for claims objection, and prepare exhibits,
       binders and service lists for claims objection motions;

   (l) assist the Debtors with compiling information for the
       schedules and statements of the Debtors' financial
       affairs, and processing these information in a format
       acceptable to the Court;

   (m) assist the Debtors with the preparation, mailing and
       tabulation of ballots for the purpose of voting to accept
       or reject a plan of reorganization or liquidation in the
       Debtors' cases, including, if applicable, mailing voting
       documents to registered record holders of bonds and common
       stock and coordinating the distribution of voting
       documents to street name holders of notes and stock by
       forwarding the appropriate documents to the banks or
       brokerage firms holding the securities, who in turn will
       forward them to the beneficial owners of voting;

   (n) handle requests for voting documents from any party who
       requests them, including creditors, brokerage firms and
       bank back-offices, institutional holders, and any parties-
       in-interest;

   (o) receive and examine all ballots and tabulate all ballots
       received prior to the voting deadline in accordance with
       established procedures, and prepare a ballot certification
       for filing with the Court;

   (p) promptly comply with further conditions and requirements
       as the Clerk's Office or the Court may at any time
       prescribe; and

   (q) provide other services as may be mutually agreed between
       the Claims Agent and the Debtors.

The Debtors will compensate Trumbull for its services on a
monthly basis.  The firm's hourly rates for consulting services
are:

       Designation                           Hourly Rate
       -----------                           -----------
       Administrative Support                        $55
       Data Specialist                        $65 -  $80
       Assistant Case Manager                        $85
       Case Manager                          $100 - $125
       Automation Consultant                        $140
       Senior Automation Consultant          $155 - $175
       Operations Manager                    $110 - $185
       Consultant                                   $225
       Senior Consultant                     $245 - $300

The Debtors also ask the Court to treat Trumbull's fees and
expenses as an administrative expense of their bankruptcy
estates, which will be paid in the ordinary course of business.

William R. Gruber, Jr., Vice President of Trumbull, assures Judge
Walrath that the firm is "disinterested," as that term is defined
in Section 101(14) of the Bankruptcy Code.  Moreover, the firm
does not hold or represent any interest adverse to the Debtors or
their estates and will not represent any other entity in
connection with the Debtors' Chapter 11 cases.

                          *     *     *

Judge Walrath approves the Debtors' Application.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies  
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MID-AMERICA: Case Summary & 37 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Mid-America Corporation
             P.O. Box 3778
             Ocala, Florida 34478

Bankruptcy Case No.: 05-04592

Type of Business: Burger King restaurant franchisee.

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Tennessee Operating Partners, LLC          05-04593

Chapter 11 Petition Date: May 1, 2005

Court: Middle District of Florida (Jacksonville)

Judge: George L. Proctor

Debtors' Counsel: Ronald Bergwerk, Esq.
                  Post Office Box 17667
                  Jacksonville, Florida 32245
                  Tel: (904) 353-1533

                       Estimated Assets       Estimated Debts  
                       ----------------       ---------------
Mid-America            $1 Million to          $1 Million to
Corporation            $10 Million            $10 Million

Tennessee Operating    $1 Million to          $10 Million to
Partners, LLC          $10 Million            $50 Million

A. Mid-America Corporation's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Burger King Corporation                    $118,747
   P.O. Box 932991
   Atlanta, GA 31193-2991

   Flowers Baking Co. of Morristown             $2,183
   P.O. Box 751151
   Charlotte, NC 28275

   Federal Heath Sign Company                   $2,196
   P.O. Box 678203
   Dallas, TX 75267-8203

   Collier & Hagin, P.A.                        $1,700

   Coca-Cola USA                                $1,356

   Comer Electric Company, Inc.                 $1,025

   Sicom Systems Inc.                             $995

   FAST                                           $825

   S&D Coffee, Inc.                               $682

   FESCO                                          $649

   The Lamar Companies                            $525

   AA Air Co.                                     $405

   Awards Program Services, Inc.                  $384

   Consolidated Commercial                        $322

   Holston Gases                                  $292

   Commercial Electronics                         $266

   Front Line Sales, Inc.                         $258

   A&W Office Supply, Inc.                        $235

   CSI of the Southeast                           $225

   American 24 Hour Door Service                  $202


B. Tennessee Operating Partners, LLC's 17 Largest Unsecured
   Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Burger King Corporation                    $128,932
   P.O. Box 932980
   Atlanta, GA 31193-2980

   Comer Electric Company, Inc.                 $3,441
   2302 West Andrew Johnson Higway
   Morristown, TN 37814

   F.M. George Safe & Lock Co.                  $3,093
   P.O. Box 3398
   Knoxville, TN 37917

   Flowers Baking Co. of Morristown             $2,596

   Burger King Corporation                      $2,374

   Neon Service Company, Inc.                   $1,850

   Sicom Systems, INc.                          $1,118

   CSI of the Southeast                           $900

   Penn Ventillation                              $606

   Awards Programs Services, Inc.                 $576

   S&D Coffee                                     $488

   Coca-Cola USA                                  $384

   Holston Gases                                  $366

   Parallax Corporation                           $320

   FESCO                                          $247

   AA Air Co.                                     $240

   American 24 Hour Door Service                  $224


MID-AMERICA APT: Moody's Withdraws Ratings for Business Reasons
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Mid-America
Apartment Communities, Inc.  Concurrently, Moody's has withdrawn
these ratings for business reasons.

These ratings were affirmed, and withdrawn:

   * Mid-America Apartment Communities, Inc. -- Preferred stock
     shelf at (P)B1

   * Mid-America Apartments, L.P. -- Senior unsecured shelf at
     (P)Ba2, Subordinate shelf at (P)Ba3

Mid-America Apartment Communities, Inc. [NYSE: MAA] is a real
estate investment trust that owns and manages apartments in the
southeast and south-central United States.  The REIT has grown
from 5,580 apartments at the time of its initial public offering
in January 1994 to 38,129 apartments today.  The REIT is
headquartered in Memphis, Tennessee, USA.


MOLECULAR STAGING: Dissolves Under D.G.C.L. & Claims Due May 19
---------------------------------------------------------------
                  Notice of Dissolution
                of Molecular Staging Inc.
               and Deadline to File Claims

PLEASE TAKE NOTICE that Molecular Staging Inc. ("MSI") has been
dissolved in accordance with the Delaware General Corporation Law.  
All persons or entities having a claim against MSI, whether
matured, contingent upon future events or otherwise conditional or
unmatured, will present their claims against MSI in accordance
with this Notice.  Please note that:

   * All claims must be presented in writing and must contain
     sufficient information reasonably to inform MSI of the
     identity of the claimant and the substance of the claim.

   * The mailing address to which such claim must be sent is as
     follows:

            Palmeri Fund Administrators
            16-00 Route 208 South
            Fair Lawn, NJ 07410-2503
            Attn: MSI Administrator

   * All claims must be received by MSI on or before May 19, 2005.

   * All claims not received by May 19, 2005, will be barred.

   * MSI may make distributions to other claimants and MSI's
     stockholders or persons interested as having been such
     without notice to any claimants.

   * The aggregate amount, on an annual basis, of all
     distributions made by MSI to its stockholders for each of the
     three (3) years prior to the date of MSI's dissolution is:

               Year            Amount
               ----         -----------
               2002              $0
               2003              $0
               2004         $26,610,000


MURRAY INC: Creditors Must File Proofs of Claims by May 31
----------------------------------------------------------          
The U.S. Bankruptcy Court for the Middle District of Tennessee,
Nashville Division, set May 31, 2005, as the deadline for all
creditors owed money by Murray, Inc., on account of claims arising
prior to Nov. 8, 2004, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
May 31 Claims Bar Date, and those forms must be delivered to the
Debtor's claims agent:

         Alix Partners LLC
         2100 McKinney Avenue, Suite 800
         Dallas, Texas 72501

Headquartered in Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,  
snowthrowers, chipper shredders, and karts.  The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in assets and debts.


NRG ENERGY: Eyed Possible Merger with Mirant Corp.
--------------------------------------------------
NRG Energy, Inc., considered a potential merger with Mirant
Corporation in 2004 to boost the value of its portfolio, The Wall
Street Journal reports.

Journal writer Rebecca Smith said NRG talked with a group of
Mirant creditors to discuss a merger.

Ms. Smith said a person at NRG with knowledge of the situation
disclosed that the discussions halted because NRG was not sure of
the direction of the California energy market, where both NRG and
Mirant operate.

Mirant and certain of its affiliates are debtors in Chapter 11
cases pending before the U.S. Bankruptcy Court for the Northern
District of Texas.  Judge Michael D. Lynn presides over Mirant's
cases.

According to Ms. Smith, NRG's proposition was revealed in April
2005 during a bankruptcy hearing on Mirant's enterprise value.  
NRG reportedly eyed Mirant as early as Summer of 2004 and valued
Mirant at about $13 billion.

Mirant's management said it wasn't aware of the talks.

NRG Energy, Inc., owns and operates a diverse portfolio of
power-generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan.  James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
NRG Energy Inc.'s (NRG; B+/Stable/--) proposed $400 million
convertible perpetual preferred stock.  S&P says the outlook is
stable.


NANOMAT INC.: Trustee Wants Houston Harbaugh as His Counsel
-----------------------------------------------------------
Joseph L. Cosetti, the chapter 11 Trustee in Nanomat, Inc.'s
chapter 11 case, asks the U.S. Bankruptcy Court for the Western
District of Pennsylvania for authority to employ Houston Harbaugh,
P.C., as his counsel.

Houston Harbaugh is expected to:

    (1) give the Trustee legal advice with respect to the duties
        and powers in this case;

    (2) assist the Trustee in its investigation of the acts,
        conduct, assets, liabilities and financial condition of
        the Debtor, operations of the Debtor, and any other matter
        relevant to the case or to the liquidation of the assets
        of the estate;

    (3) participate with the Trustee in the formulation of an
        analysis of the causes of action available and to pursue
        those causes of action;

    (4) prepare and review legal documents and make court
        appearances relative to the collection of assets of the
        Debtor's Estate; and

    (5) perform such other legal services as may be required and
        are in the interest of the creditors.

The Houston Harbaugh professionals who'll represent the Chapter 11
trustee are:

          Professional                      Hourly Rate                          
          ------------                      -----------                          
          Carlota M. Bohm, Esq.                    $260
          Gregory A. Harbaugh, Esq.                $245
          Mary-Jo Rebelo, Esq.                     $250
          Kevin L. Colosimo, Esq.                  $200
          Other Attorneys                     $125-$250
          Donna M. Huntermark (Paralegal)           $70

The Firm assures the Court that it does not have any interest
materially adverse to the Trustee, the Debtors and the Debtor's
estates

Headquartered in North Huntingdon, Pennsylvania, Nanomat, Inc.
-- http://www.nanomat.com/-- is a leading manufacturer of  
nanomaterials, powders, and technologies.  Nanomat filed for
chapter 11 protection on March 18, 2005 (Bankr. W.D. Pa. Case No.
05-23245).  Donald R. Calaiaro, Esq., at Calaiaro, Corbett &
Brungo, P.C., represents the Debtor in its restructuring efforts.   
When the Debtor filed for protection from its creditors, its
estimated assets and debts from $10 million to $50 million.  


NATIONAL ENERGY: ET Power's Notice to Settle TransCanada Dispute
----------------------------------------------------------------
NEGT Energy Trading - Power, L.P. and TransCanada Power Marketing
Ltd. are parties a Master Agreement dated September 30, 1998.  
Pursuant to the Master Agreement, the parties entered into
several contracts and arrangements, including credit support
embodied in:

   -- an $18,000,000 Guarantee by National Energy & Gas
      Transmission, Inc., in favor of TransCanada Energy Ltd.,
      and TransCanada Power.

   -- a $3,000,000 Guarantee by TransCanada PipeLines Limited and
      TransCanada PipeLine USA Ltd. in favor of ET Power.

All executory contracts under the Master Agreement were
subsequently terminated.

Pursuant to the November 17, 2003, Court order authorizing
procedures for settlement of trade contracts, ET Power and
TransCanada entered into a settlement agreement and mutual
release under which TransCanada will pay $684,223 to ET Power in
full and final satisfaction of all claims arising out of the
transactions and the Guaranties.  The parties will release each
other from any liabilities arising out of the Contracts and, to
the extent not already released, release the Guaranties.

Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston LLP, in
Baltimore, Maryland, relates that the Settlement Agreement is
advantageous to ET Power because the Settlement Amount
approximates the maximum recovery that ET Power could otherwise
achieve through litigation, without any of the attendant risks
and costs.

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


NOBLE DREW: Files Schedules of Assets & Liabilities
---------------------------------------------------
Noble Drew Ali Plaza Housing Corp. filed its Schedules 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          $43,500,000        
B. Personal Property        2,658,282
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                            $10,951,733
E. Creditors Holding
   Unsecured Priority
   Claims                                      4,041,637
F. Creditors Holding
   Unsecured Nonpriority
   Claims                                      4,028,904
                         -----------         -----------
   Total                 $46,158,282         $19,022,275

Headquartered in Brooklyn, New York, Noble Drew Ali Plaza Housing
Corp., filed for chapter 11 protection on March 25, 2005 (Bankr.
S.D.N.Y. Case No. 05-11915).  When the Debtor filed for protection
from its creditors, it listed total assets of $43,500,000 and
total debts of $18,639,981.


NORTHWESTERN: Magten & Law Debenture Want Confirmation Revoked
--------------------------------------------------------------
Magten Asset Management Corporation and Law Debenture Trust
Company of New York want the order confirming NorthWestern
Corporation and its debtor-affiliates' Second Amended and Restated
Plan of Reorganization, and the Debtors' discharge, revoked.

If the Court cannot grant that request, Magten Asset and Law
Debenture want the disputed claims reserve adequately funded in
accordance with the Plan's terms.  The Disputed Claims Reserve was
set up to protect holders of disputed claims that were left
unresolved on Plan's effective date.

Magten Asset and Law Debenture also ask the U.S. Bankruptcy Court
for the District of Delaware to declare that because of gross
negligence or willful misconduct in underfunding the Disputed
Claims Reserve, the Debtors and certain of its executives are not
entitled to exoneration or exculpation pursuant to Section 10.1 of
the Plan.

Magten Asset and Law Debenture brought their request to the Court
through an adversary proceeding (Adv. Pro. No. 05-50866) commenced
against the Debtors and certain of their executives on April 15,
2005.

                         The Plaintiffs

Magten Asset holds in excess of 33% of the Series A 8.45%
Quarterly Income Preferred Securities or QUIPs.  

Law Debenture is the indenture trustee for the Unsecured Debt
Securities relating to Trust Securities.

                          The Complaint

Magten Asset and Law Debenture allege that the Debtors obtained
the Court's confirmation order by fraud.  Magten Asset and Law
Debenture allege that the Debtors knowingly and willfully failed
to properly fund a disputed claims reserve in accordance with the
provisions of the Plan and the Confirmation Order.

The Defendants in the adversary proceeding include:

      * Michael J. Hanson
        President (Mar. 2004 to present)
        Chief Operating Officer (Aug. 2003 to Mar. 2004)
        Northwestern Corporation

      * Brian B. Bird
        Chief Financial Officer (Dec. 2003 to present)
        Northwestern Corporation

      * Thomas J. Knapp
        General Counsel (Nov. 2004 to present)
        Northwestern Corporation

      * Roger P. Schrum
        Vice President
        Human Resources and Communications (Dec. 2003 to present)
        Northwestern Corporation

The Plaintiffs also alleges that the Defendants breached their
fiduciary duty.     

The Plaintiffs, specifically, ask the Court for declaratory
judgment:
   
   (1) resolving whether the Defendants acted with willful
       misconduct or gross negligence with respect to the
       controversy surrounding the adequacy of the Disputed Claims
       Reserve.

   (2) permitting the Plaintiffs to seek damages for the
       Defendants' fraudulent acts.

The Plaintiffs' complaint came on the heels of the collapse of a
settlement among the disputing parties.

          The Settlement That Could Have Ended it All

As reported in the Troubled Company Reporter on Feb. 10, 2005, the
Debtors reached an agreement in principle, which would have
settled all pending legal actions, appeals, claims and disputes by
and among NorthWestern, Magten Asset and Law Debenture.  

The agreement called for NorthWestern to distribute to Law  
Debenture as the Indenture Trustee for its own benefit and on
behalf of Magten and other non-accepting Class 8(b) QUIPS holders  

   * 382,732 shares of NorthWestern common stock, and
   * 710,449 warrants

not yet distributed to Class 8(b) claimants that would have been
distributed to those holders had they accepted the Company's
confirmed plan of reorganization.  

Also, NorthWestern was to distribute to the Indenture Trustee for
itself and on behalf of Magten and the non-accepting Class 8(b)
QUIPS holders $17.4 million worth of common stock (or
approximately 870,000 shares) that was set aside for QUIPS holders
in reserves established for Class 9 pending litigation claims.  

Any fees and expenses asserted to be owed to Law Debenture as the
Indenture Trustee were be paid from the distribution of the stock
and warrants.  NorthWestern said it would not make any cash
distributions as part of the settlement.

               That's How the Cookie Crumbles

As reported in the Troubled Company Reporter on Feb. 21, 2005, the
Plan Committee, the successor to the Creditors' Committee formed
during the pendency of the Company's Chapter 11 case, and its
major shareholders objected to the settlement pact.  
  
Because the settlement will not be going forward and pursuant to  
the terms of the Company's confirmed Plan of Reorganization,  
368,626 shares of NorthWestern common stock that was not  
distributed to "non-accepting" Class 8(b) creditors will be
distributed on a pro rata basis to holders of allowed claims in  
Class 7 (unsecured note holders) and to holders of allowed claims  
in Class 9 (general unsecured).  

Holders of Class 7 claims will receive a supplemental distribution
of 324,134 shares of NorthWestern common stock and holders of
allowed claims in Class 9 are entitled to the remaining 44,492
shares.  

Also pursuant to the terms of the reorganization plan, 684,265
warrants that were not distributed to "non-accepting" Class 8(b)
creditors have been cancelled.

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/  
-- provides electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 608,000 customers in Montana,
South Dakota and Nebraska.  The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts.  On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.
The Court entered a written order confirming the Debtors' Second
Amended and Restated Plan of Reorganization, which took effect on
Nov. 1, 2004.


OMNIGRACE THAILAND: Section 304 Petition Summary
------------------------------------------------
Petitioner: Ong Yew Teil and Choa Swee Lin
            Directors of Omnigrace (Thailand) Ltd.
            and appointed as "Planners" of
            Omnigrace (Thaland) Ltd. by the
            Central Bankrupty Court of Thailand

Debtor: Omnigrace (Thailand) Ltd.
        641, Moo 5, Kanchanavanit Road
        Tambun Banpru, Hatyai
        Songkhla 90250
        Thailand

Case No.: 05-50143

Type of Business: The Debtor manufactures latex gloves.  Prior to
                  Dec. 2003, Omnigrace also manufactured a glove
                  made of nitrile butadiene rubber.  The Debtor
                  has no manufacturing facilities, agents,
                  property or other presence in the United States.
                  On Nov. 7, 2002, Tillotson Corporation filed
                  suit against Omnigrace in the United States
                  District Court, Northern District of Georgia,
                  Rome Division (Civ. Action No. 4:02-cv-0261-
                  HLM).  In that lawsuit, Tillotson asserts that
                  the Debtor infringed on a patent held by
                  Tillotson in its previous manufacture of nitrile
                  butadiene rubber gloves.  The Debtor filed a
                  Petition for Bankruptcy Reorganization in
                  Thailand on Sept. 3, 2004.  The Central
                  Bankruptcy Court of Thailand issued an order
                  allowing the Debtor to undergo rehabilitation
                  and business reorganization on Nov. 16, 2004.  
                  Like U.S. bankruptcy law, the Bankruptcy Act of
                  Thailand imposes a stay of certain actions upon
                  the Thailand bankruptcy court accepting a
                  bankruptcy petition.  The Planners ask the U.S.  
                  Court to enjoin continuation of the patent
                  litigation.

Section 304 Petition Date: May 3, 2005

Court: Northern District of Georgia (Rome)

Petitioners' Counsel: Paul T. Carroll, Esq.
                      Carroll & Associates
                      P.O. Box 276
                      Rome, GA 30162-0276
                      Tel: (706) 295-3400
                      Fax: (212) 909 0666

Tillotson's Counsel:  Anthony B. Askew, Esq.
                      Kilpatrick Stockton
                      1100 Peachtree Street, Suite 2800
                      Atlanta, Georgia 30309-4530

No financial data was delivered to the U.S. Bankruptcy Court with
the Sec. 304 Petition.


PC LANDING: Preston Gate's Role Expands to Include Hiring Experts
-----------------------------------------------------------------
The U.S. Bankruptcy for the District of Delaware gave PC Landing
Corp. and its debtor-affiliates, permission to expand the scope of
Preston Gates Ellis & Rouvelas Meeds LLP's engagement to enable
the Firm to retain experts in connection with certain disputes in
the Debtors' chapter 11 cases.

On Oct. 25, 2002, the Debtors filed an application to retain
Preston Gates as their special U.S. regulatory counsel.  The Court
approved the Debtors' application on Dec. 9, 2002.

Since then, Preston Gates has been representing the Debtors in
connection with permits, licenses, casements and other
authorizations and associated agreements related to the operation
of the Debtors' businesses.

Some of the disputes to be covered by Preston Gates' expanded
retention involve disputes with local, state and federal
governmental entities related to fee and compliance issues under
the Governmental Authorizations and Related Agreements that the
Firm is seeking to resolve in a manner favorable to the Debtors.  
The disputes also involve alleged amounts the Debtors supposedly
owe under certain of those Governmental Authorizations and Related
Agreements.

The Court orders that Preston Gates can include any fees and
expenses of any experts it retains pursuant to the Court's
Retention Order as expenses in the Firm's fee applications filed
with the Court as required by the Administrative Order regarding
interim compensation of professionals.  

To protect and preserve Preston Gates' work product in connection
with the disputes it is representing for the Debtors, neither the
Firm nor any expert it retains will be required to disclose any
time detail regarding any expert's services except to the Court
and the Office of the U.S. Trustee.

Headquartered in Dallas, Texas, PC Landing Corporation and its
debtor-affiliates, own and operate one of only two major trans-
Pacific fiber optic cable systems with available capacity linking
Japan and the United States.  The Debtor filed for chapter 11
protection on July 19, 2002 (Bankr. Del. Case No. 02-12086).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, P.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets of over $10 million and estimated
debts of more than $100 million.


PHOENIX COLOR: S&P Junks $35 Million Second Lien Loan
-----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Phoenix
Color Corp. to stable from negative.  The outlook revision
reflects Phoenix Color's improved liquidity position as a result
of a planned new debt structure.  In addition, the company's
operating performance is expected to improve due to the sale of
its unprofitable book manufacturing operations in December 2004.

At the same time, Standard & Poor's assigned its 'B' ratings and
recovery ratings of '3' to Phoenix Color's proposed $95 million
first lien senior secured credit facilities, indicating a
meaningful recovery (50%-80%) of principal in the event of a
payment default.  These facilities consist of a $15 million five-
year first lien revolving credit facility and an $80 million six-
year first lien term loan facility.

Concurrently, Standard & Poor's assigned its 'CCC+' senior secured
debt rating and recovery rating of '5' to the company's planned
$35 million six and a half-year second lien term loan facility,
indicating that second lien lenders would experience a negligible
recovery (0%-25%) of principal in the event of a payment default.

In addition, Standard & Poor's affirmed its 'B' corporate credit
and 'CCC+' subordinated debt ratings on the Hagerstown, Maryland-
based company.

Proceeds from the new $130 million in credit facilities will be
used primarily to redeem Phoenix Color's outstanding $105 million
10.375% subordinated notes due February 2009.  The 'CCC+' rating
on the subordinated debt issue will be withdrawn following its
redemption.

Phoenix Color's liquidity is adequate.  Upon closing of the new
credit facilities, the company is expected to have about $13
million available under its $15 million revolving credit facility.
Phoenix Color historically has kept less than $1 million in cash
on its balance sheet, and the company has used its revolver to
fund its working capital needs.  In addition, Phoenix Color is
expected to generate free operating cash flow.  "With the
elimination of losses from discontinued operations and capital
expenditures in 2005 of about $6 million, the company is expected
to generate higher levels of free operating cash flow than in
2004.  These funds are expected to be used primarily for debt
reduction," said Standard & Poor's credit analyst Sherry Cai.


R.I.A. MELBOURNE: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: R.I.A. Melbourne Limited Partnership
        3355 Richmond Road, Suite 231A
        Beachwood, Ohio 44122

Bankruptcy Case No.: 05-16086

Chapter 11 Petition Date: May 3, 2005

Court: Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Richard A. Baumgart, Esq.
                  Dettelbach, Sicherman & Baumgart
                  1801 East 9th Street
                  1100 Ohio Savings Plaza
                  Cleveland, Ohio 44114-3169
                  Tel: (216) 696-6000
                  Fax: (216) 696-3338

Total Assets: $9,991,317

Total Debts:  $8,056,046

Debtor's 14 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Brevard County Tax Collector  2005 Real estate           $43,082
P.O. Box 2500                 taxes accrued but
Titusville, FL 327812500      not yet due and
                              payable (estimated)

Carrabba's/Central Florida I  Prepaid rent                $8,530
Limited Partnership           applicable to month
2202 Northwest Shore Blvd,    of May 2005
Fifth Floor                   (net of sales tax)
Tampa, FL 33607

Cobb, Cobb & Cobb             Prepaid rent                $7,566
c/o Cobb Theatres III, LLC    applicable to
6 Office Park Circle,         month of May 2005
Suite 206                     (net of sales tax)
Birmingham, AL 35223

Economy Fence Company, Inc.   Tenant improvements         $6,561
4005 Kings Highway            regarding BrightHouse
Cocoa, FL 32927               Networks

Dina & Fernas Talas           Tenant security             $5,000
dba Wish Upon A Star          deposit
1561 Palm Bay Road
Melbourne, FL 32905

BrightHouse Networks LLC      Prepaid rent                $4,608
2251 Lucien Way               applied to month
Maitland, FL 32751            of May 2005
                              (net of sales tax)

Florida Department of         Sales tax collected         $1,762
Revenue
5050 West Tennessee Street
Tallahassee, FL 323990120

City of Melbourne Utilities   Water and sewer bills      Unknown
Division
900 East Strawbridge Avenue
Melbourne, FL 32901

Florida Power and Light       Electricity                Unknown
P.O. Box 025576
Miami, FL 33102

Four B-Fit, Inc.              Lease agreement            Unknown
2101 North University Drive
Fort Lauderdale, FL 33322

Murad Darawoud                Tenant Security             $1,166
1573 Palm Bay Road            Deposit recedived
Melbourne, FL 32905           on 4/15/03

NUI/City Gas Co. of Florida   Utilities - Gas            Unknown
Brevard Division
4180 South U.S. 1
Rockledge, FL 329555309

Pooja Cinemas LLC             Listed for precaution-     Unknown
P.O. Box 51115                lease obligations
Sarasota, FL 34232

River Breeze Antiques, Inc.   Listed for precaution      Unknown
P.O. Box 703                  -potential lease
Grant, FL 32949               obligations


RELIANCE GROUP: Court Okays Interparty Agreement with J. Goodman
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Unsecured Bank Committee and the Official
Unsecured Creditors' Committee appointed in Reliance Group
Holdings, Inc.'s chapter 11 proceedings, permission to enter into,
and perform obligations under an Interparty Agreement with James
A. Goodman.  The Interparty Agreement will aid in the consummation
of the First Amended Plan of Reorganization of Reliance Financial
Services Corporation.

The principal terms of the Interparty Agreement are:

    1) Upon an event of Default, RGH will accept direction from
       Mr. Goodman:

       (A) to establish a reserve or to make resources available,
           to fund Mr. Goodman's indemnification rights under the
           Employment Agreement, and

       (B) to honor checks payable by Reorganized RFSC to third
           parties (other than Mr. Goodman),

           -- applicable to checks written before the event of
              Default, and

           -- Mr. Goodman may not direct the honoring of checks:

              (x) for more than $300, or

              (y) payable in an aggregate amount greater than
                  $2,000, and

              (z) not applicable to checks written before the
                  Event of Default that fund items or obligations
                  of Reorganized RFSC for which Mr. Goodman may
                  incur personal liability.

    2) For six months after a Default, RGH will continue to pay
       Mr. Goodman's expenses, salary and hourly compensation, but
       not Mr. Goodman's incentive compensation.

    3) RGH will have no obligation under the Interparty Agreement
       to accept direction on any funds other than:

       (A) the net remaining funds RGH receives by exercising its
           remedies under the Control Agreements,

       (B) funds held in Reorganized RFSC's deposit accounts as of
           the date of direction,

       (C) Mr. Goodman's rights and recourse to these funds will
           be limited under the Interparty Agreement.

    4) Neither Mr. Goodman nor Reorganized RFSC may issue checks
       subsequent to a Default or direct that post-Default checks
       be honored if they draw on funds constituting RGH's
       Collateral.

    5) Except as provided under the Interparty Agreement,

       (A) the Loan and Security Documents will remain in full
           force and effect; and

       (B) the Interparty Agreement will not represent a waiver of
           any right, power or remedy of RGH under the Loan and
           Security Documents.

    6) Other than Mr. Goodman's right under the Interparty
       Agreement to assign his rights to his estate, his rights
       under the Interparty Agreement are non-assignable.

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


SKIN NUVO: U.S Trustee Appoints 7-Member Creditors Committee
------------------------------------------------------------          
The United States Trustee for Region 17 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors in
Skin Nuvo International, LLC, and its debtor-affiliates' chapter
11 cases:

    1. Simon Property Group, L.P.
       Attn: Ronald M. Tucker, Esq.
       115 W. Washington
       Indianapolis, Indiana 46204
       Phone: 317-263-2346, Fax: 317-263-7901

    2. General Growth Properties
       Attn: Samuel B. Garber, Esq.
       110 North Wacker Drive
       Chicago, Illinois 60606
       Phone: 312-960-5079, Fax: 312-960-5994

    3. Intuit, Inc.
       Attn: Martin D. Goodman
       Merchants Exchange Bldg.
       456 Montgomery St., Ste. 1300
       San Francisco, California 94104
       Phone: 415-397-7956, Fax: 415-397-6376

    4. Stacatto Entertainment
       Attn: Dimitri Sotikaris and Kimberlie Chambers
       Phone: 702-277-1777, Fax: 702-277-1782

    5. Bob Johnson
       569 Stonewood Drive
       Vacaville, California 95681
       Phone: 707-469-0371, Fax: 707-469-0571

    6. Mark Karol
       2669 Barrington Avenue #104
       Los Angeles, California 90064
       Phone: 310-694-0804

    7. Mohan Kinra
       1154 Eagle Cliff Ct.
       San Jose, California 95120
       Phone: 408-406-2821, Fax: 408-323-1059

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

Headquartered in 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.


SOUTHWEST RECREATIONAL: Trustee Wants to Sell SRI Stock for $50K
----------------------------------------------------------------
Ronald L. Glass, the chapter 11 Trustee of Southwest Recreational
Industries, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Northern District of Georgia, Rome
Division, for authority to sell any and all outstanding stock or
equity interests of the Debtors' Australian subsidiary SRI Sports
Pty Ltd. to StarPoint Capital LLC for $50,000.

Southwest Recreational conducts its business operations in
Australia through SRI Sports.  Southwest is the sole shareholder
of SRI.  Mr. Glass learned that SRI's books and records can't be
located.  Mr. Glass has also learned that SRI's only significant
asset is $100,000 of cash on hand.

Mr. Glass first thought of dissolving SRI, but didn't push through
with it because legal fees would reach $50,000 to $75,000.  Mr.
Glass instead settled to sell the estate's equity interests in SRI
for $50,000.  Mr. Glass relates that the Australian subsidiary
owes $950,000 to Southwest Recreation.  

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,   
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir Meyerowitz,
Esq., Mark I. Duedall, Esq., and Matthew W. Levin, Esq., at Alston
& Bird, LLP, represent the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, they
listed $101,919,000 in total assets and
$88,052,000 in total debts.


TIAA STRUCTURED: Moody's Junks $35M Class C Senior Secured Notes
----------------------------------------------------------------
Moody's Investors Service had taken rating action with respect to
three classes of notes issued by TIAA Structured Finance CDO I,
Ltd.  Moody's lowered the ratings of two classes of notes:

   * to A1 (from Aa3), the U.S. $27,500,000 Class B Floating Rate
     Senior Secured Notes, due 2035; and

   * to C (from B1), the U.S. $35,000,000 Class C Fixed Rate
     Senior Secured Notes, due 2035.

According to Moody's, both notes were under review for downgrade
at the time of this rating action and the Issuer's Class B Notes
would remain under review for further possible downgrade.  Moody's
had placed under review for downgrade the Issuer's U.S.
$387,500,000 Class A-1 Floating Rate Senior Secured Notes, due
November 2030 and U.S. $30,000,000 Class A-2 Fixed Rate Senior
Secured Notes, due November 2030 (both tranches currently rated
Aaa).  This transaction is closed on December 14, 2000.

According to Moody's, its rating action results primarily from
continued significant deterioration in the weighted average rating
factor of the collateral pool and overcollaterlization ratios.   
Moody's noted that, as of the most recent monthly report on the
transaction, the weighted average rating factor of the collateral
pool is 1495 (500 limit), that over 20% of the collateral pool
currently has a Moody's rating of below Baa3 (10% limit) and that
the Class C overcollateralization ratio is currently 89.85%
(101.5% test).

Issuer: TIAA Structured Finance CDO I, Ltd.

Rating Action: Downgrade

Class Description: U.S. $27,500,000 Class B Floating Rate Senior
                   Secured Notes, due 2035

Prior Rating:      Aa3 (under review for downgrade)

Current Rating:    A1 (under review for downgrade)

Class Description: U.S. $35,000,000 Class C Fixed Rate Senior
                   Secured Notes, due 2035

Prior Rating:      B1 (under review for downgrade)

Current Rating:    C

Rating Action: Review For Downgrade

Class Description: U.S. $387,500,000 Class A-1 Floating Rate
                   Senior Secured Notes, due November 2030

                   U.S. $30,000,000 Class A-2 Fixed Rate Senior
                   Secured Notes, due November 2030.

Prior Rating:      Aaa

Current Rating:    Aaa (under review for downgrade)


TV AZTECA: Asks Shareholders to Scrap U.S. Stock Trading
--------------------------------------------------------
TV Azteca, S.A. de C.V. (BMV: TVAZTCA; NYSE: TZA; Latibex: XTZA),
one of the two largest producers of Spanish language television
programming in the world, will submit for approval of its
shareholders at a Company Shareholders Meeting, the usefulness of
continuing with the program of American Depositary Shares in the
U.S. and that trades on the New York Stock Exchange.

The Company believes that notable cases of non-compliance with
regulatory framework in the recent past, such as Worldcom, Enron,
Adelphia or Parmalat, generated an overregulated securities market
in the United States.  With this, issuers have been obligated to
divert time and resources to comply with excessive regulation,
affecting the efficient management of business.

For foreign private issuers in the United States, the excessive
regulation considerably increases current costs and expenses, as
well as legal risks, and its benefits are highly questionable.
Based on these considerations, TV Azteca's shareholders will
consider the impact of the costs incurred on TV Azteca's business,
as well as the present and future benefits that may be derived
from its ADR program.

In the event the Shareholder Meeting decides to terminate the ADR
program, the Company will notify investors and will give notice of
such decision to The Bank of New York (the Depositary).  Pursuant
to the provisions of Section 6.02 of the Deposit Agreement with
the Depositary, the Company may terminate the Deposit Agreement.  

In the event that the Shareholders Meeting decides to terminate
with the ADR program:

   a) the Company would give notice to the NYSE and the Depositary
      of such resolution;

   b) the Depositary would give notice to ADR holders;

   c) the Company would proceed to amend its Form F-6 (ADR
      registry) reducing the number of ADRs issued to zero and,

   d) the Company would file with the SEC the amended Form F-6.

In this case, the exchange of ADRs in the market will remain in
place for the 30 days following the termination of the Deposit
Agreement.  During this time, the ADR holders will be able to
continue exchanging their ADRs for Certificados de Participacion
Ordinaria (CPOs) currently traded in the Bolsa Mexicana de Valores
(the Mexican Stock Exchange).

After concluding the Deposit Agreement, the NYSE should suspend
trading of ADRs in the market, notify the SEC of the termination
and request permission from the SEC to delist the ADRs.  In the
event the delisting of the Company's ADRs, the SEC will make
public notice of such fact.

In that event, the ADR holders will have two available options
during the time period established by the Shareholder Meeting:

   1) instruct the Depositary to exchange their ADRs into CPOs or,
   2) convert the ADRs into CPOs and request their sale.

In the event that TV Azteca has fewer than 300 holders of the
Company's ADRs that are US residents, the Company may request that
the SEC cancel the registration of its ADRs and, in this case, the
reporting obligations and other US securities regulations would no
longer be applicable to the Company.  It should be noted that
registration with the SEC and the listing in the NYSE are separate
events, and therefore in the case of an eventual delisting from
the NYSE, the Company will continue to comply with its obligations
to report information to the SEC as long as it is registered with
such authorities.

The trading of the Company's securities in the Mexican Stock
Exchange will continue until the Shareholders Meeting makes a
decision on the issue.

If the Shareholders Meeting decides against terminating the
Company's ADR program, the Company would continue to trade its
securities in the United States market as it has until now and the
ADR holders would maintain their current rights.

In any event, the Company will inform the public in a timely
manner of any relevant events that may occur.

                        About the Company

TV Azteca is one of the two largest producers of Spanish language
television programming in the world, operating two national
television networks in Mexico, Azteca 13 and Azteca 7, through
more than 300 owned and operated stations across the country.  TV
Azteca affiliates include Azteca America Network, a new broadcast
television network focused on the rapidly growing US Hispanic
market, and http://www.Todito.com/-- an Internet portal for North  
American Spanish speakers.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2005, the
recent U.S. Securities and Exchange Commission filing of civil
fraud charges against TV Azteca S.A. de C.V. and some of its
officers will likely result in litigation and the continuation of
legal risks for TV Azteca over the near future, according to Fitch
Ratings.

Fitch has incorporated a measure of litigation risk into the
ratings of TV Azteca since early 2004 after the SEC launched an
investigation into several related party transactions between
Mexican wireless provider Unefon, a subsidiary 46.5% owned and
controlled by TV Azteca until its spin-off last year, and
investment company Codisco, co-owned by Ricardo Salinas Pliego,
chairman of TV Azteca, and Moises Saba, chairman of Unefon.
Litigation risk also includes several pending shareholder
lawsuits.

Independent of the SEC announcement and following the prepayment
of all of TV Azteca's international debt securities on Dec. 23,
2004, Fitch has affirmed and withdrawn the 'B+' international
scale foreign and local currency senior unsecured ratings of TV
Azteca as well as the 'B+' rating of TV Azteca's $300 million
10.5% senior notes due 2007. The prepayment was funded with
proceeds from a $125 million bank loan and a $175 million issuance
of peso-denominated certificados bursatiles. Fitch rates the
structured certificados bursatiles issuance 'AA' on the Mexican
national rating scale and will continue to monitor this security.
TV Azteca is the second-largest broadcasting company in Mexico.

The company operates two national television channels, Azteca 13
and Azteca 7, through more than 300 owned and operated stations
across the country.  TV Azteca is controlled by holding company
Azteca Holdings, which is not rated by Fitch.


TECHNOLOGY SYSTEMS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Technology Systems International, Inc.
        A Nevada Corporation
        3550 North Central Avenue, Suite 1200
        Phoenix, Arizona 85012

Bankruptcy Case No.: 05-07799

Type of Business: TSI develops proprietary, wireless Radio
                  Frequency IDentification (RFID), location and
                  tracking technology, trade named "TSI PRISM,"
                  that's used for area security management,
                  primarily in the correctional facilities market.
                  The Debtor previously filed for chapter 11 on
                  Dec. 3, 2003 (Bankr. D. Ariz. Case No. 03-21187)
                  and emerged under a plan confirmed on Dec. 1,
                  2004.  See http://www.tsilink.com/
  
Chapter 11 Petition Date: May 3, 2005

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Brian Sirower, Esq.
                  Quarles & Brady Streich Lang LLP
                  Two North Central, Suite 200
                  Phoenix, Arizona 85004-2391
                  Tel: (602) 229-5416
                  Fax: (602) 229-5690

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


TEMBEC INC.: Weak Earnings Spur S&P's Negative Outlook
------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on pulp and
lumber producer Tembec Inc. and its subsidiary, Tembec Industries
Inc., to negative from stable following the release of the
company's second-quarter 2005 results.  At the same time, Standard
& Poor's affirmed its 'B' long-term corporate credit rating on
Tembec and its subsidiary.

"Liquidity is adequate, but Tembec's earnings and guidance for the
remainder of the year continue to be exceptionally weak," said
Standard & Poor's credit analyst Daniel Parker.  Excluding a
negative C$126 million seasonal change in working capital, Tembec
had negative free cash flow of about C$12 million in the quarter.
"We expect the working capital to turn positive in the next two
quarters and with more than C$225 million in current availability,
the company has enough liquidity to ride out multiple quarters of
weak cash generation.  We believe they will maintain full access
to their bank lines, as we do not expect them to have difficulty
complying with the covenants," Mr. Parker added.

Nevertheless, Standard & Poor's believe the company will have
difficulty generating enough cash from operations to cover its
interest and maintenance capital spending requirements in 2005,
which is clearly not sustainable in the medium term.  Tembec
should be generating free cash flow at this point in the cycle,
with fairly strong prices for lumber, pulp, and paper.  The
company would benefit tremendously from a refund of the C$270
million in softwood lumber duties it has paid, but the exact
amount (if any), and timing of a potential refund is difficult to
predict, and might not occur this year.

The ratings on Tembec reflect its:

    (1) highly volatile earnings,

    (2) very aggressive debt levels, and

    (3) a below-average cost position.

These risks are partially offset by:

    (1) adequate liquidity,

    (2) a light debt maturity profile, and

    (3) significant operating leverage that is capable of
        generating strong cash flow at the peak of the cycle, as
        well as by some revenue diversity.

Standard & Poor's expects earnings and cash flow to be weak in the
next year.  The debt load is onerous, and the company will likely
be unable to reduce debt in the near term through internally
generated cash.

There are uncertainties surrounding several major factors that
affect Tembec's results, specifically:

    (1) the value of the Canadian dollar;

    (2) the strength of lumber prices;

    (3) the strength of pulp prices; and

    (4) the resolution of the softwood lumber dispute, including
        any refund of duties.

Even with optimistic assumptions, Standard & Poor's does not
expect the company will be able to materially improve its credit
profile this year.

The outlook is negative.  Although credit measures will remain
very weak in 2005, Tembec has sufficient liquidity to manage
through the difficult conditions in the near term.  The ratings
could be lowered if liquidity were to worsen, if pulp and lumber
prices were to fall materially, or if the Canadian dollar
appreciated further.  If Tembec cannot improve its profitability,
the company will need to look at other strategic options to reduce
debt.


THISTLE MINING: Affected Creditors Approve Reorganization Plan
--------------------------------------------------------------
The requisite majority of Thistle Mining Inc.'s two affected
creditors classes:

   * the Meridian creditors -- consisting of holders of claims in
     respect of Thistle's senior secured indebtedness; and

   * the Noteholder creditors -- consisting of holders of claims
     in respect of Thistle's senior secured indebtedness,

approved the Company's plan of compromise and reorganization dated
March 24, 2005, pursuant to the Companies' Creditors Arrangement
Act.  The creditors approved the Plan on May 3, 2005.

Thistle will ask the Ontario Superior Court of Justice to sanction
the Plan at a hearing to be held on May 10, 2005 at 10:00 a.m.  
The hearing will take place at 393 University Avenue in Toronto,
Ontario.  Any person wishing to appear at the hearing but who is
not on the service list is required to file with the Court and
serve on the solicitors for Thistle, Meridian Capital Limited,
PricewaterhouseCoopers Inc., as monitor, and the other parties on
the service list a notice of intention to appear by no later than
5:00 p.m. on May 5, 2005.

At this time, it is expected that Thistle will emerge from its
restructuring process in late May or early June 2005.

Thistle Mining (TSX: THT and AIM: TMG) --
http://www.thistlemining.com/-- says its goal is to become one of    
the fastest gold mining growth operations in the world.  Thistle
has focused on acquiring companies with established reserves and
will not be developing green field sites.  The company operations
in South Africa and Kazakhstan are in production, while the
Masbate project in the Philippines is forecast to commence
production in the latter half of 2005.

The Company obtained an order on January 7, 2005, to commence  
Thistle's restructuring under the Companies' Creditors Arrangement  
Act.


TORCH OFFSHORE: Inks Settlement Pact with ExxonMobil Corporation
----------------------------------------------------------------
Torch Offshore, L.L.C., and Torch Express, L.L.C., entered into a
Contruction Contract with ExxonMobil Corporation on October 13,
2004.  Pursuant to the terms of the contract, Torch agreed to
install a pipeline for ExxonMobil in Mobile Bay, Alabama.  The
contract expired on January 6, 2005.

Upon termination of the contract, Torch Offshore calculated
ExxonMobil owed it some money.  ExxonMobil disputed the Debtors
calculations.  The parties engaged in arms' length negotiations to
resolve their dispute and hammered out a settlement agreement
providing:

        * that ExxonMobil will pay Torch Offshore $639,480;

        * that Torch Offshore will turnover any unused materials
          for the project to ExxonMobil; and

        * for mutual releases.

Accordingly, Torch Offshore asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to approve the settlement.

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: Wants to Sell Vessels to Cal Dive for $92 Million
-----------------------------------------------------------------
Since Torch Offshore, Inc., and its debtor-affiliates filed for
chapter 11 protection, they have been reviewing restructuring
options to maximize recovery for all creditors.  The Debtors'
inability to generate a positive cash flow led them to the
decision to sell substantially all of their assets.  

The Debtors' own 11 vessels:

             * Midnight Express
             * Midnight Brave
             * Midnight Carrier
             * Midnight Dancer
             * Midnight Eagle
             * Midnight Fox
             * Midnight Gator
             * Midnight Rider
             * Midnight Star
             * Midnight Wrangler
             * Sapphire

and they're draining resources as operating costs escalate and
because of other adverse operating conditions.  In addition, the
Debtors don't have sufficient cash to drydock these vessels.  
Further, three of the Debtors' vessels (Express, Wrangler and
Eagle) were seized by the U.S. Marshal as a result of actions
initiated by certain creditors.

The Debtors retained Raymond James & Associates, Inc., as their
investment banker and to solicit offers for the vessels and other
assets.  

Raymond James negotiated for the sale to Cal Dive of all 11
vessels and related furniture, fixtures, furnishings and equipment
for $92 million.  The deal is expected to close by June 30, 2005.

An auction to solicit for higher and better offers will be held on
June 2, 2005, subject to the U.S. Bankruptcy Court for the Eastern
District of Louisiana's approval.  Cal-Dive is entitled to a
$1,878,500 break-up in the event that it is not the successful
bidder.

Competing bids, if any, must be submitted by May 27 to:

     Torch Offshore Inc.
     Attn: David Phelps and Robert Fulton
     401 Whitney Avenue, Suite 400
     Gretna, Louisiana 70056

     Heller, Draper, Hayden, Patrick & Horn, LLC
     Attn: Jan M. Hayden, Esq. and William H. Patrick, III, Esq.,
     650 Poydras Street, Suite 2500
     New Orleans, Louisiana 70130

     King & Spalding LLP
     Attn: Lawrence A. Larose, Esq. and George B. South, Esq.
     1185 Avenue of the Americas
     New York, New York 10036-4003

     Raymond James & Associates
     Attn: Raj Singh
     250 Park Avenue, 2nd Floor
     New York, New York 10177

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: Wants Exclusive Period Extended Through August 5
----------------------------------------------------------------          
Torch Offshore, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Louisiana for an
extension, through and including August 5, 2005, of the time
within which they alone can file a chapter 11 plan.  The Debtors
also ask the Court for more time to solicit acceptances of that
plan from their creditors, through Oct. 3, 2005.

The Debtors give the Court four reasons that militate in favor of
the extension:

   a) the Debtors' bankruptcy cases are large and complex, with
      secured claims exceeding $120 million and trade claims
      exceeding $25 million;

   b) since the Petition Date, the Debtors and their professionals
      have devoted substantial time and effort to stabilize their
      businesses, including resolving customer concerns regarding
      subcontractor liens and handling employee issues;

   c) the Debtors' and their professionals' ability to
      formulate a Chapter 11 Plan have been delayed because the
      Official Committee of Unsecured Creditors has filed several
      motions that have resulted in extended contested hearings
      relating to discovery, retention of professionals, the
      appointment of a chapter 11 trustee, approval of DIP
      financing, and the payment of professionals; and

   d) the Debtors are still focused on completing the sale of
      certain of their assets to Cal Drive International, Inc.,
      which is expected to be completed by June 2005.

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.


UAL CORP: Wins Court Ruling on Air Wisconsin Transition Pact
------------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 21, 2005, UAL
Corporation and its debtor-affiliates sought the U.S. Bankruptcy
Court for the Northern District of Illinois' authority to:

  a) enter into a Transition Agreement with Air Wisconsin
     Airlines Corporation;

  b) settle and resolve claims with Air Wisconsin;

  c) grant mutual general releases with Air Wisconsin;

  d) assume the Amended United Express and ground handling
     agreements; and

  f) file the Term Sheet, Transition Agreement and related
     documents under seal.

The Debtors also asked Judge Wedoff to dismiss or deny with
prejudice the Committee's request to access the Additional
Payments.

                   Creditors Committee Objects

The Official Committee of Unsecured Creditors wants the Debtors'
request denied because the Transition Agreement exposes the
Debtors' estates to business risks and expenses, and is not in
its the best interests.

The Debtors are giving up too much and receiving too little,
Fruman Jacobson, Esq., at Sonnenschein, Nath & Rosenthal, in
Chicago, Illinois, argues.  The Debtors will procure modest
savings and the benefits of a planned transition with Air
Wisconsin.  However, the Debtors risk expensive serial
transitions in the future by allowing Air Wisconsin to select the
locations it will provide ground handling service.  The Debtors
relinquish too much control by granting Air Wisconsin the
unilateral right to terminate the ground handling service at its
sole discretion.  The insubstantial benefits the Debtors will
receive are offset by increased obligations they will assume,
including the purchase of Air Wisconsin's equipment and the
assumption of its liabilities under agreements with third
parties.  

Under the Transition Agreement, Air Wisconsin garnered favorable
terms to transition its ground handling in Chicago to the
Debtors.  The transition will follow a schedule so the Debtors
can phase in their own ground handling operation.  Air Wisconsin
granted the Debtors a negligible fee reduction that decreases
over time as the Debtors assume the ground handling.  Mr.
Jacobson notes that under the Agreement, the Debtors may be
compelled to purchase unneeded ground handling support equipment.  
In addition, the Debtors will take over Air Wisconsin's ground
handling at Denver in exchange for a modest reduction in fees.  
Air Wisconsin will continue to provide "above the wing" ground
handling at Dulles, will take on ground handling at 19 spoke
cities and transition out of five other locations.  Air Wisconsin
can force the Debtors to purchase its ground handling equipment
at five locations.  At 12 other locations, Air Wisconsin can
require the Debtors to assume its obligations under unknown
airline operating agreements, use agreements and facilities
leases -- some of which the Debtors may not have ever seen.  If
Air Wisconsin terminates the Agreement, the Debtors lose the
modest savings and incur the costs of transition.  This does not
satisfy the Debtors' business needs and actually puts the Debtors
in peril.

Meanwhile, Air Wisconsin is freed through releases from any
restraint to pursue its business alliance with US Airways, which
will be funded by the Debtors' $90,000,000 in overpayments.  The
facts make it clear that the Transition Agreement "is not an
exercise of the Debtors' sound business judgment or a settlement
that serves the estates' best interests," Mr. Jacobson says.

              Debtors Say the Committee is Confused

The Debtors clarify that they would like to recover the entire
$90,000,000 from Air Wisconsin and avoid the knife's edge
separation that would disrupt its operations.  Unfortunately, the
risk and uncertainty associated with litigation render that
scenario highly unlikely.  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, in Chicago, Illinois, tells the Court that the
Debtors approached their negotiations with Air Wisconsin in a
realistic, business-oriented manner to eliminate the risk of a
tortured parting with an important partner.  The Debtors had to
weigh the benefits of facilitating an orderly transition of
flight and ground handling services against the costs of settling
their $90,000,000 claim against Air Wisconsin.  

The Debtors would like to pursue the $90,000,000 in Additional
Payments, but the attendant uncertainties are significant.  It
would likely take over a year to resolve any litigation,
considering appeals.  But the Debtors need to transition out of
the Air Wisconsin services now.  The Debtors cannot make Air
Wisconsin wait out the litigation and enter into a transition
agreement later.  The results of litigation are far from
guaranteed.  Adding further difficulty, the legal burden would be
placed on the Debtors to demonstrate that the Additional Payments
were unenforceable penalties.  By entering into the Transition
Agreement now, the Debtors preserve an orderly and less costly
transition with Air Wisconsin, Mr. Sprayregen says.

The Debtors appreciate the Committee's efforts.  The Committee
seeks to enhance the Debtors' recovery and improve their business
situation.  However, the Committee's goals are not feasible.

Mr. Sprayregen assures the Court that the Transition Agreement is
a fair and reasonable compromise that provides substantial
benefits to both parties.  The Committee is correct in that Air
Wisconsin will receive benefits from the Transition Agreement.  
However, the Committee should focus on what the Debtors receive,
and on this score, the Debtors receive a tremendous benefit from
the Transition Agreement.

                Air Wisconsin Supports the Agreement

The Transition Agreement is the result of difficult, arm's-length
negotiations between the Debtors and Air Wisconsin.  Peter C.
Blain, Esq., at Reinhart, Boerner & Van Deuren, in Milwaukee,
Wisconsin, notes that the parties had to find solutions to their
disputes to phase out their relationship with minimal disruption
to their respective businesses and customers.

The Committee's objection is devoted to complaining that the
Transition Agreement affords benefits to Air Wisconsin as well as
the Debtors.  "Apparently, the Committee believes that arm's-
length compromises of legitimate disputes between a debtor and
another party must be one-sided to be approved," Mr. Blain says.  
The Transition represents hard-fought, arm's-length negotiations
between adverse parties.  The Debtors had no incentive to give up
anything more than necessary to get what they wanted.

Mr. Blain maintains that the Committee's objection is really
another effort to recover the $90,000,000 in Additional Payments.  
However, the Committee stands no chance of prevailing on its
claim.  A court cannot reform the economic terms of a contract.

The Committee's objection "makes no sense except as an attempt to
extract nuisance value from AWAC," states Mr. Blain.  Creditors
will benefit when the Debtors realize reduced transition costs, a
smooth transition, and new, lower-cost, permanent arrangements
for the services Air Wisconsin currently provides.

                        *     *     *

The Hon. Eugene Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois finds that the Air Wisconsin deal is
beneficial to the Debtors' estate and should be approved.  The
leases for aircraft bearing Tail Nos. N405AW, N406AW, N407AW,
N408AW and N409AW will remain prepetition agreements.  The Debtors
must provide 180 days' written notice to Air Wisconsin before
terminating or rejecting the aircraft leases.  The Ground Handling
Agreement, dated April 15, 2005, is deemed assumed.  

On the Effective Date, Air Wisconsin will refund the Debtors any
Additional Payments made within the 49 days prior to April 6,
2005, plus $6,500,000, as well as any Additional Payments made
after the filing of the Debtors' request.

The Creditors Committee's request and related claims are
withdrawn with prejudice.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through UnitedAir Lines, Inc., is the      
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 83; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


U.H. HOUSING: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: U.H. Housing Corp.
        aka U.H. Housing Corporation
        aka United Hospital Housing Corporation
        c/o United Hospital Medical Center
        406 Boston Post Road
        Port Chester, New York 10573

Bankruptcy Case No.: 05-22864

Type of Business: The Debtor owns an apartment building, with 132
                  units having 440 rental rooms.  The building is
                  adjacent to New York United Hospital Medical
                  Center.  UH Housing was organized for the
                  purpose of providing reasonable and convenient
                  housing and auxiliary facilities for staff
                  members and employees of UHMC and their
                  immediate families.  The Debtor is an affiliate
                  of UHMC, which filed for chapter 11 protection
                  on December 17, 2004 (Bankr. S.D.N.Y. Case No.
                  04-23889).  A summary of UHMC's chapter 11
                  filing appeared in the Troubled Company Reporter
                  on December 20, 2004.

Chapter 11 Petition Date: May 3, 2005

Court: Southern District of New York (White Plains)

Debtor's Counsel: Lawrence M. Handelsman, Esq.
                  Stroock & Stroock & Lavan LLP
                  180 Maiden Lane
                  New York, New York 10038
                  Tel: (212) 806-5426

Financial Condition as of March 31, 2005:

      Total Assets: $2,678,943

      Total Debts:  $2,067,704

The Debtor has no unsecured creditors who are not insiders.


UNITED HOSPITAL: Gets Interim Nod on Kimco/SB DIP Financing Deal
----------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York gave New York United
Hospital Medical Center permission, on an interim basis:

   a) to obtain post-petition financing by entering into a post-
      petition financing agreement with Kimco Capital Corporation
      and SB Capital Group LLC; and

   b) to grant mortgages, security interests, liens and
      superpriority claims to Kimco Capital, as Administrative
      Agent for the Post-Petition Lenders.

         Pre-Petition Debt and Use of DIP Financing

The Debtor owes $9,911,784.34 under a Pre-Petition Loan Agreement
to the Dormitory Authority of the State of New York.  As of March
31, 2005, the outstanding Dormitory Authority DIP Obligations
totaled approximately $2 million.

The Debtor will use the proceeds of the DIP Loans to fund the
orderly liquidation of its assets and to service its pre-petition
outstanding obligations under the Pre-Petition Loan Agreement with
the Dormitory Authority.

       Post-Petition Financing and Adequate Protection

Judge Hardin allows the Debtor to borrow up to $2,250,000 under
the Post-Petition Agreement dated April 28, 2005, between the
Debtors and Kimco Capital, SB Capital and the Post-Petition
Lenders.  The Debtor is also permitted to obtain up to $1 million
of loans from the Dormitory Authority in accordance with the
Dormitory Authority DIP Loan Agreement.

To adequately protect their interests, Kimco Capital and the Post-
Petition Lenders are granted valid, binding, enforceable and
perfected first-priority Liens in all post-petition owned or
acquired properties and assets of the Debtor.

To adequately protect its interests, the Dormitory Authority is
granted valid, binding, enforceable and perfected Liens on all of
the Debtor's Post-Petition Collateral to secure an amount equal to
the sum of the aggregate diminution of value, if any, of the
Dormitory Authority's Post-Petition Collateral.

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a 224-bed, community healthcare provider and a
member of the New York-Presbyterian Healthcare System, serving
several Westchester communities, including Port Chester, Rye,
Mamaroneck, Rye Brook, Purchase, Harrison and Larchmont.  The
Company filed for chapter 11 protection on December 17, 2004
(Bankr. S.D.N.Y. Case No. 04-23889).  Lawrence M. Handelsman,
Esq., at Stroock & Stroock & Lavan LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $39,000,000 and
total debts of $78,000,000.


UNUMPROVIDENT CORP: Earns $152.2 Million of Net Income in 1st Qtr.
------------------------------------------------------------------
UnumProvident Corporation (NYSE: UNM) reported its results for the
first quarter of 2005.

The Company reported net income of $152.2 million for the first
quarter of 2005, compared to a net loss of $562.3 million for the
first quarter of 2004.  Included in the results for the first
quarter of 2005 are net realized after tax investment losses of
$2.1 million, compared to net realized after tax investment gains
of $16.1 million in the first quarter of 2004.  Included in net
realized after tax investment gains and losses are after tax gains
of $1.2 million in the first quarter of 2005 and $26.6 million in
the first quarter of 2004 reflecting the increase in the fair
value of DIG Issue B36 derivatives.

Also included in the results for the first quarter of 2004 is the
impact of the restructuring of the Closed Block Individual Income
Protection business, which reduced results $967.0 million before
tax and $701.0 million after tax.  The restructuring charges
included a charge for reserve strengthening of $110.6 million
before tax and the write-off of intangible assets of $856.4
million before tax.  The first quarter of 2004 also includes
income from discontinued operations totaling $7.0 million after
tax.

Income from continuing operations was $154.3 million in the first
quarter of 2005, compared to $115.6 million in the first quarter
of 2004, excluding the net realized after tax investment gains and
losses and the first quarter of 2004 restructuring charges. The
Company believes operating income or loss, a non- GAAP financial
measure which excludes realized investment gains and losses, is a
better performance measure and a better indicator of the
profitability and underlying trends in the business. Realized
investment gains and losses are dependent on market conditions and
general economic events and are not necessarily related to
decisions regarding the Company's underlying business. For a
reconciliation to the most directly comparable GAAP measures,
refer to the attached digest of earnings.

Also included in the first quarter of 2005 is the release of $32.0
million of income tax liabilities that relate primarily to
interest on the timing of expense deductions. The $32.0 million
($0.10 per diluted common share) increase to net income is
reported as a reduction to income tax expense in the quarter.

"Although our operating results in the first quarter improved over
the year ago performance, they did not meet our expectations,"
said Thomas R. Watjen, president and chief executive officer.  
"The majority of our operations met or exceeded our plans, but
that was more than offset by adverse experience in our U.S. group
income protection claims operations, which we believe has been
temporarily disrupted by the implementation of changes made in
response to the multistate regulatory settlement agreements we
entered into at year-end and other process improvement initiatives
undertaken in 2004.  I believe we are seeing the effect on our
claims operations of trying to absorb a considerable amount of
change in a short period of time.  We anticipated some disruption
in claim processing and in the timing of claim decisions, but we
experienced more in the first quarter than we expected. I believe
that we will gradually restore our performance to more acceptable
levels, and I am working very closely with our benefits area
management team to assure that we are taking the necessary actions
to improve performance while continuing to fully comply with our
settlement agreements and maintaining the level of quality
desired."

                        Results by Segment

In the following discussions of the Company's segment operating
results, "operating revenue" excludes net realized investment
gains and losses.  "Operating income" or "operating loss" excludes
income tax, net realized investment gains and losses, and results
of discontinued operations.

The Income Protection segment reported operating income of
$79.7 million in the first quarter of 2005, compared to $74.3
million in the first quarter of 2004.

Within the segment, the group income protection line reported
operating income of $42.3 million in the first quarter of 2005,
compared to $30.3 million in the prior year first quarter. The
benefit ratio for the group income protection line was 90.5
percent in the first quarter of 2005, compared to 89.4 percent in
the first quarter of 2004. Claim recoveries and the timing of
claim decisions were adversely impacted by disruption associated
with the implementation of the organizational and procedural
changes the Company made in response to the multistate regulatory
settlement agreements entered into during the fourth quarter of
2004 and other process improvement initiatives. The Company
currently believes this disruption is temporary and will not
impact its long-term expectation for claim recovery rates.
However, if the operational improvement the Company has projected
occurs at a slower rate, there could be some additional costs in
its claim operations over the next several quarters. Submitted
incidence was generally flat in the first quarter of 2005 compared
to the experience of the first quarter of 2004 and slightly higher
as seasonally expected compared to the fourth quarter of 2004. The
results in this business line also reflect improved earnings in
the Company's U.K. subsidiary, Unum Limited, and in its U.S. group
short-term income protection line of business.

Also within this segment, the recently issued individual income
protection line of business reported operating income of $21.2
million in the first quarter of 2005, compared to operating income
of $29.3 million in the first quarter of 2004. The decline in
earnings primarily reflects lower net investment income and a
slight increase in the benefit ratio relative to the prior year
first quarter results.

The long-term care line, which includes the results of both group
and individual long-term care, reported operating income of $13.0
million in the first quarter of 2005, compared to $11.0 million in
the first quarter of 2004. Finally, the disability management
services line of business reported operating income of $3.2
million in the first quarter of 2005, compared to $3.7 million in
the first quarter of 2004.

Premium income for the Income Protection segment increased 0.4
percent to $1,028.8 million in the first quarter of 2005, compared
to $1,025.1 million in the first quarter of 2004. Within this
segment, premium income for the group income protection line
declined 1.7 percent to $773.9 million in the first quarter of
2005 from $786.9 million in the first quarter of 2004. Premium
income for the recently issued individual income protection line
increased 8.2 percent to $140.4 million in the first quarter of
2005 from $129.8 million in the first quarter of 2004. Finally,
premium income for the long-term care line increased 5.6 percent
to $114.5 million in the first quarter of 2005 from $108.4 million
in the first quarter of 2004.

New annualized sales (submitted date basis) for group long-term
income protection fully insured products declined 15.8 percent to
$54.8 million in the first quarter of 2005 from $65.1 million in
the first quarter of 2004. The decline was attributable to lower
sales at Unum Limited in the U.K. which offset a slight increase
in new sales in the U.S. operations. New annualized sales
(submitted date basis) for group short-term income protection
fully insured products declined 37.7 percent to $16.0 million in
the first quarter of 2005 from $25.7 million in the first quarter
of 2004 due to declines in the overall employer market segment
sales. New annualized sales (paid for basis) for recently issued
individual income protection increased 3.7 percent to $30.5
million in the first quarter of 2005 from $29.4 million in the
first quarter of 2004.

Premium persistency in the Company's U.S. group long-term income
protection business was 82.6 percent for the first quarter of
2005, compared to 84.8 percent for the full year 2004 and slightly
higher than the Company's previous guidance. This decline is
consistent with the Company's efforts to re-price portions of its
in-force business in order to improve its profitability.
Persistency in the Company's group short-term income protection
line of business was 78.3 percent for the first quarter of 2005,
compared to 80.6 percent for full year 2004 and slightly below the
Company's previous guidance.

The Life and Accident segment reported operating income of $71.3
million in the first quarter of 2005, compared to $56.9 million in
the first quarter of 2004. The improved performance is
attributable to lower paid incidence levels relative to the year
ago experience.

Premium income in this segment declined 4.0 percent to $470.4
million in the first quarter of 2005, compared to $490.1 million
in the first quarter of 2004. New annualized sales (submitted date
basis) in the group life line totaled $47.5 million in the first
quarter of 2005, compared to $39.6 million in the first quarter of
2004. New annualized sales in the accidental death & dismemberment
line of business totaled $3.4 million in the first quarter of
2005, compared to $2.5 million in the year ago quarter. New
annualized sales in the brokerage voluntary life and other lines
totaled $36.8 million in the first quarter of 2005, compared to
$35.6 million in the first quarter of 2004.

Premium persistency in the Company's U.S. group life line of
business was 72.5 percent for the first quarter of 2005, compared
to 84.0 percent for full year 2004 and below the Company's
previous guidance. The decline in persistency was due to higher
terminations of some larger cases which had been targeted for
significant rate increases.

The Colonial segment reported operating income of $43.8 million in
the first quarter of 2005, compared to $36.6 million in the first
quarter of 2004. The benefit ratio for this segment improved to
53.8 percent in the first quarter of 2005, compared to 55.5
percent in the first quarter of 2004, primarily due to a lower
benefit ratio for the life product line. Premium income for this
segment increased 6.8 percent to $193.5 million in the first
quarter of 2005, compared to $181.1 million in the first quarter
of 2004. New annualized sales in this segment declined 0.6 percent
to $61.3 million in the first quarter of 2005 from $61.7 million
in the first quarter of 2004.

The Individual Income Protection - Closed Block segment reported
operating income of $23.1 million in the first quarter of 2005,
compared to a loss of $923.8 million in the first quarter of 2004.
Included in the segment results for the first quarter of 2004 are
the charges related to the restructuring of this segment. Recovery
trends in this segment were generally lower in the first quarter
of 2005 relative to the first quarter of 2004, reflecting the
implementation of the claims management changes during the
quarter. Premium income for this segment was $242.0 million in the
first quarter of 2005, compared to $251.3 million in the first
quarter of 2004.

The Other segment, which includes results from products no longer
actively marketed, reported operating income of $6.1 million in
the first quarter of 2005, compared to $7.1 million in the first
quarter of 2004.

The Corporate segment, which includes investment earnings on
corporate assets not specifically allocated to a line of business,
corporate interest expense, and certain other corporate expenses,
reported a loss of $39.2 million in the first quarter of 2005,
compared to a loss of $46.7 million in the first quarter of 2004.

The Company's average number of shares outstanding used to
calculate the per diluted common share results was 307,610,852 for
the first quarter of 2005, compared to 294,989,771 for the first
quarter of 2004.

Book value per common share at March 31, 2005 was $23.68, compared
to $24.08 at March 31, 2004.

                        About UnumProvident

UnumProvident is the largest provider of group and individual
disability income protection insurance in the United States and
United Kingdom.  Through its subsidiaries, UnumProvident
Corporation insures more than 25 million people and paid
$5.9 billion in total benefits to customers in 2004.  With primary
offices in Chattanooga, Tenn., and Portland, Maine, the company
employs more than 12,000 people worldwide. For more information,
visit http://www.unumprovident.com/

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 19, 2005,
Moody's Investors Service confirmed the credit ratings of
UnumProvident Corporation (UnumProvident - senior debt at Ba1) and
the insurance financial strength ratings of UNUM Life Insurance
Company of America and the company's other operating life
insurance subsidiaries.  Moody's said the outlook for the ratings
is now negative.  This rating action concludes a review for
possible downgrade on UnumProvident's ratings that began on
Nov. 22, 2004.  The rating agency also assigned ratings to the
company's new $1 billion multi-security shelf (senior debt at
(P)Ba1).

These ratings have been confirmed with a negative outlook:

   * UnumProvident Corporation

     -- senior unsecured debt of Ba1
     -- mandatorily convertible units/preferred stock of Ba1

These ratings have been assigned, with a negative outlook, to the
$1 billion multi-security shelf:

   * UnumProvident Corporation

     -- senior unsecured debt of (P)Ba1
     -- subordinate debt of (P)Ba2
     -- preferred stock of (P)Ba3

   * UnumProvident Financing Trust II

     -- preferred stock of (P)Ba2

   * UnumProvident Financing Trust III

     -- preferred stock of (P)Ba2


US AIRWAYS: Fitch Talks About Proposed America West Merger
----------------------------------------------------------
Recent news stories concerning a possible merger of bankrupt US
Airways with America West Airlines (America West, senior unsecured
debt rated 'CCC' by Fitch) suggests that the long awaited
consolidation of the domestic airline industry may finally be
beginning.  Many airline industry observers believe such a
consolidation, whether through mergers or liquidations, is needed
to wring excess seat capacity out of the system, which, along with
increased competition, has driven domestic air fares to historical
lows and contributed to the industry's sustained weak financial
performance.

'While an industry consolidation may or may not completely address
the economic issues facing the domestic airlines, such activity
may have ramifications for the nation's airports, particularly at
the individual level,' said Dan Champeau, Managing Director, U.S.
Public Finance, Fitch Ratings. 'U.S. airports may lose service and
revenues in the short term; however, a vibrant domestic airline
industry remains necessary for long-term growth,' Champeau added.

In the long run, domestic airports stand to gain from a vibrant
domestic airline industry so actions that serve to strengthen the
economic stature of the airlines should benefit the nation's
airports as a whole over time.  However, in the short-term, should
such a consolidation remove excess capacity and result in
increased pricing power for the airlines, airports may experience
revenue declines in non-airline sources due to reduced passenger
activity stemming from higher airfares and reduced service levels.  
Fitch believes that a portion of recent gains in passenger traffic
exceeds natural growth attributable to the expanding economy but
are more a reaction to the price environment that may be
vulnerable to a moderate increase in airfares.

Credit concerns become more apparent at individual airports that
serve as major operations centers for carriers that may be
involved in potential mergers and liquidations.  Fitch's 2005
Airport Industry Outlook focused on the possibility of one or more
airlines liquidating and the affect on the nation's airports.
Fitch believes that large origination and destination
-- O&D -- airports in healthy service areas or airports with a
diverse mix of airlines, including some of the more financially
stable carriers are likely to fare relatively well compared with
second and third tier connecting hubs and certain small-hub
airports that may lose service and related revenues.

A liquidation would likely result in greater short-term disruption
to the domestic aviation network than a merger, as the bankrupt
airline's operations would cease and terminal space become
dormant, reducing overall service levels.  While the surviving
carriers would likely backfill this service, it would take time
for them to realign their schedules and secure the equipment and
manpower to provide such service.  Also, the timing of the
liquidation, the financial status of the surviving carriers, and
the markets that become available would affect the nature of a
post liquidation recovery.  In addition, valuable terminal space
may become subject of prolonged bankruptcy proceedings as the
creditors seek to recover as much value as can be salvaged in the
liquidation process.  While airlines typically do not own their
gates at airports, long-term leases are often a transferable asset
that may be subject to a court ordered-auction or other assignment
in the bankruptcy process.

While mergers may prove less disruptive, as service levels are
gradually adjusted as the two entities realign their operations,
they still may pose credit concerns for airports.  In a situation
where one entity is under protection of Chapter 11 of the U.S.
bankruptcy code, as is US Airways, the merger partners could use
the bankruptcy process in their realignment efforts by possibly
rejecting the bankrupt carrier's use and lease agreements
regarding unwanted terminal space and implementing other
reorganization strategies.  This could lead to reductions in
service and a realignment of network hubs.

Fitch continues to recognize the inherent economic strengths of
the nation's airports, which result in a significant overall
differentiation of their industry's credit quality relative to
that of the domestic airlines.  Should the airline industry
eventually undergo significant consolidation, Fitch will evaluate
the affect on the nation's airports on a case-by-case basis, with
any rating actions reflecting the ramifications on various credit
factors, including the economic underpinnings of the air service
market, the strength of the airport's balance sheet strength,
financial margins and cost structure, status of its capital plan
and fixed obligations, and management's ability to quickly adjust
to its new operating environment.


VAN ELWAY: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Van Elway Enterprises, Inc
        1 South Piermont Drive
        North Barrington, Illinois 60010

Bankruptcy Case No.: 05-09036

Type of Business: The Debtor owned the Ironwood Golf Course
                  before its foreclosure.

Chapter 11 Petition Date: May 3, 2005

Court: Middle District of Florida (Ft. Myers)

Debtor's Counsel: Louis S. Erickson, Esq.
                  Golden Gate Legal Center
                  11725 Collier Boulevard, Suite F
                  Naples, Florida 34116
                  Tel: (239) 353-1800

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   David Vanco                                $900,000
   1 South Piermont Drive
   North Barrington, IL 60010

   Internal Revenue Service                    $54,000
   P.O. Box 17167
   Fort Lauderdale, FL 33316


VERY LTD.: Files Schedules of Assets & Liabilities in New York
--------------------------------------------------------------
Very, Ltd., filed its Schedules 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        $22,700
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                              $250,000
E. Creditors Holding
   Unsecured Priority
   Claims                                      $768,993
F. Creditors Holding
   Unsecured Nonpriority
   Claims                                      $891,556
                           -------            ----------
   Total                   $22,700            $1,910.549

Headquartered in New York, Very, Ltd., owns and operates a high-
class, first-rate nightclub.  The Debtor filed for chapter 11
protection on April 5, 2005 (Bankr. S.D.N.Y. Case No. 05-12248).  
When the Debtor filed for protection from its creditors, it listed
$100,000 is assets and total debts of more than $1 million in
debts.


VENTURE HOLDINGS: Forms New Venture Holdings; Sells All Assets
--------------------------------------------------------------
Venture Holdings Co. L.L.C. formed a new company -- New Venture
Holdings L.L.C. -- and has appointed a new management team.  The
Debtors' prepetition lenders now own the company.  Harbert
Distressed Investment Master Fund, a division of the Birmingham,
Ala.-based Harbert Cos., owns a 40% stake in the new company, Dan
Heaton at The Macomb Daily reports.  

Eugene I. Davis has been elected Chairman of the Board and interim
Chief Executive Officer.  He has served as Chairman of the
Executive Committee of Exide Technologies Inc., was Chairman and
Chief Executive of RBX Industries, Inc., and is a Director of
Oxford Automotive Europe.  

Kirk Aubry, former executive vice president of Textron Automotive
will be Chief Operating Officer.  

Christopher Smith, former CEO of Venture's Deluxe Engineering will
be Chief Financial Officer.

"This is great news to see a new supplier emerge from a company
that had been in bankruptcy," Mr. Aubry told Sheena Harrison at
Crainsdetroit.com, adding that the new company has a "clear
balance sheet and no debt."

Kirk Aubry is former executive vice-president of Textron
Automotive Co. Inc.  Other appointed executives for New Ventures:

"Venture's new ownership group gives us a solid foundation of
financial support, a track record for sound investment, and a
commitment to grow this company going forward," Mr. Davis said.  
"We have an experienced and dedicated work force, strong customer
relationships and a renewed focus and enthusiasm to make Venture
the industry's premier supplier of automotive systems and
components."

"We have already begun an aggressive revitalization program
focused on increasing plant efficiency and utilization,
stabilizing ongoing operations and pursuing growth opportunities,"
Mr. Aubry said.  "For the near term, we'll continue to operate
using the Venture name.

"Obviously we face some big challenges in a tough, competitive
industry but we've already overcome bigger challenges and are in
an outstanding position to forge ahead," Mr. Aubry continued.  
"We're focused on building a lean organization, maximizing our
plant output and quality and exceeding our customers'
expectations.  That's the only way we can make Venture the kind of
company it has to be to succeed in this market."

Venture is a full-service Tier One automotive supplier with
capabilities in design, engineering, and integration of individual
systems or complete vehicle modules.  Founded in 1974, the company
has some 6,300 employees in 28 facilities in the United States,
France and the Czech Republic.  Annual sales in 2004 totaled just
under $1 billion to the leading OEMs including DaimlerChrysler,
Ford and General Motors in North America and VW/Audi, Renault,
Peugeot, Nissan, Toyota, Hyundai, Kia, Skoda Suzuki and Opel in
Europe.

Based in Fraser, Michigan, Venture Holdings Company and its
debtor-affiliates filed for chapter 11 protection (Bankr. E.D.
Mich. Case No. 03-48939) on March 28, 2003.  Deluxe Pattern
Corporation and its debtor-affiliates filed for chapter 11
protection on May 24, 2004 (Bankr. E.D. Mich. Case No. 04-54977).  
Together, Venture and Deluxe are part of a worldwide full-service
automotive supplier, systems integrator and manufacturer of
plastic components, modules and systems.  As of March 31, 2002,
the Debtors had total assets of $1,459,834,000 and total debts of
$1,382,369,000.


VERIZON GLOBAL: Fitch Keeps Long-Term Debts on Watch Negative
-------------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Negative status of
Verizon Global Funding's outstanding long-term debt securities,
which are rated 'A+', and has maintained the senior unsecured debt
rating of MCI, Inc., which is rated 'B', on Rating Watch Positive.  
The securities of both companies were placed on Rating Watch on
Feb. 14, 2005, following the announcement that Verizon
Communications, Inc., planned to acquire MCI.  Verizon and MCI
have entered into an amended agreement and plan of merger dated
May 1, 2005, following a protracted bidding process in which Qwest
Communications International, Inc., also pursued MCI.

One of several underlying reasons for the Rating Watch Negative
assigned to Verizon on Feb. 14 was the potential for the
acquisition price for MCI to rise due to other bids.  Since that
time, Verizon has had to increase its offer twice for MCI in
response to bids from Qwest.  MCI's board of directors deemed
Qwest's last offer, which was $30 per share in cash and stock, as
superior to Verizon's then existing offer of $23.10 per share.  In
response to Verizon's and MCI's May 1 amended agreement, Qwest
withdrew from the bidding process.  However, Fitch notes that
Qwest has not formally withdrawn its most recent offer, and that
the acquisition remains to be approved by MCI's shareholders in a
special meeting expected to take place in June or July 2005. Fitch
will continue to monitor developments and comment as appropriate.

The Rating Watch Negative assigned to Verizon as a result of the
proposed acquisition of MCI incorporates the need to evaluate the
moderately higher business risk profile of Verizon following the
acquisition of MCI, the potential synergies to be achieved, the
effect of integration-related operating and capital expenses on
cash flows, and the outcome of the regulatory approval process. As
the transaction is currently envisioned, a downgrade, should it
occur, would be limited to one notch.  If Fitch can attain a high
degree of confidence regarding the combined entity's business and
financial risk profile, the rating could be affirmed.

The terms of the amended transaction call for MCI to pay out a
special dividend of $5.60 per common share following the
shareholder vote (to be reduced by any dividends declared by MCI
between Feb. 14 and the closing of the merger), and for the
remainder of the consideration to consist of no less than $20.40
in Verizon common stock per MCI common share.  Although Verizon's
funding for the closing portion of the transaction consists solely
of common equity, prior to the shareholder vote Verizon has agreed
to acquire for cash approximately $1.1 billion in MCI common stock
(approximately 13.4% of MCI) from entities affiliated with
investor Carlos Slim Helu.  Following the acquisition of these
shares Verizon will be entitled to its share of the dividends to
be paid by MCI, thus reducing the net cost of the shares acquired
from entities affiliated with Carlos Slim Helu to approximately
$875 million.

Through a closing adjustment mechanism, Verizon is largely
insulated from increases in MCI's contingent liabilities
pertaining to remaining bankruptcy claim settlements, and
unresolved state and international tax claims.  The merger
consideration will be adjusted downward for total claims which
exceed $1.775 billion.

Taking into account the size of Verizon relative to MCI, the
transaction is not expected to have a material effect on Verizon's
credit protection measures.  Verizon's liquidity is strong, as it
has an undrawn $5 billion credit facility to back its commercial
paper.  The facility expires in June 2005, and has a two-year
term-out option.  In 2004, free cash flow after dividends and
capital spending was approximately $4.3 billion. Intermediate-term
liquidity needs are expected to be addressed through strong free
cash flows and could be supplemented by additional asset sales.

The transaction will be subject to regulatory and shareholder
approval.  After the necessary approvals are obtained, the
transaction is expected to close, which could
be in the first half of 2006.  Material conditions arising from
the regulatory approval process could have an impact on the final
economics of the transaction and the ultimate credit profile of
the combined company.

At this time it has not been disclosed if Verizon will guarantee
or legally assume MCI's outstanding debt.  Without a guarantee,
MCI's debt would likely be upgraded to two notches below Verizon's
rating, but the notching could be more or less depending on an
evaluation of the integration of MCI's assets into Verizon's
operations.

The Rating Watch Negative is also maintained on the existing long-
term debt of other Verizon subsidiaries, as listed below, as well
as on the implied senior unsecured rating of Verizon
Communications.  The 'F1' ratings assigned to Verizon Global
Funding and Verizon Network Funding are not on Rating Watch
Negative.  Verizon Global Funding primarily funds the nonregulated
operations of Verizon.  Verizon Global Funding is a subsidiary of
Verizon, and benefits from a support agreement with Verizon.

These subsidiary ratings have been maintained on Rating Watch
Negative:

   Cellco Partnership (Verizon Wireless)

      -- Notes 'A+'.

   GTE Corp.

      -- Debentures/notes 'A+'.

   NYNEX Corp.

      -- Debentures 'A+'.

   Verizon New York

      -- Debentures 'A+'.

   Verizon Credit Corp.

      -- Notes 'A+'.

   Verizon Florida

      -- Senior unsecured debentures 'A+'.

   Verizon New England

      -- Senior unsecured bonds 'A+';
      -- Debentures 'A+';
      -- Notes 'A+'.

   Verizon South

      -- Senior unsecured debentures 'A+'.

   GTE Southwest

      -- Senior unsecured debentures 'A+'.

   Verizon California

      -- First mortgage bonds 'A+';
      -- Senior unsecured debentures 'A+'.

   Verizon Delaware

      -- Senior unsecured debentures 'A+'.

   Verizon Maryland

      -- Senior unsecured debentures 'A+'.

   Verizon New Jersey

      -- Senior unsecured debentures 'A+'.

   Verizon North

      -- First mortgage bonds 'A+'
      -- Senior unsecured debentures 'A+'.

   Verizon Northwest

      -- First mortgage bonds 'A+';
      -- Senior unsecured debentures 'A+'.
   
   Verizon Pennsylvania

      -- Senior unsecured debentures 'A+'.

   Verizon Virginia

      -- Senior unsecured debentures 'A+'.

   Verizon Washington D.C.

      -- Senior unsecured debentures 'A+'.

   Verizon West Virginia

      -- Senior unsecured debentures 'A+'.

These ratings remain on Rating Watch Negative where they were
placed on May 25, 2004, due to the pending sale of Verizon Hawaii:

   Verizon Hawaii

      -- First mortgage bonds 'BBB-';
      -- Debentures 'BB+'.

These ratings are affirmed by Fitch:

   Verizon Global Funding

      -- Commercial paper 'F1'.

   Verizon Network Funding

      -- Commercial paper 'F1'.

Fitch also maintains MCI on Rating Watch Positive:

   MCI Inc.

      -- Senior unsecured debt 'B'.


VSOURCE: Delays Form 10-K Filing to Reflect Exchange Offer
----------------------------------------------------------
Vsource, Inc., is unable to file its annual report for the fiscal
year ended January 31, 2005, within the prescribed time period
without unreasonable effort or expense.  The Company expects to
file its Form 10-K on, or before, May 17, 2005.  

Vsource indicates it requires the additional time because:  

   -- the Company needs to complete the preparation of its
      consolidated financial statements to reflect the effects of
      the exchange offer and related transactions consummated on
      November 22, 2004, which transactions were reported in
      detail in:

      (a) the Company's Exchange Offer and Consent Solicitation
          Circular, which was filed as an exhibit to the Company's
          Schedule TO, filed with the Securities and Exchange
          Commission, and

      (b) the Company's Current Report on Form 8-K filed with the
          SEC on November 29, 2004; and

   -- the Company's management consists only of two individuals,
      its Chief Executive Officer and General Counsel, assisted by
      an administrative assistant, and these limited resources
      impact the Company's ability to gather the relevant data,
      complete disclosures and verify information to complete the
      financial information and its year-end financial statements.

In the fourth quarter of Fiscal 2005, as a result of the Exchange
Offer and related transactions, the Company disposed of its
ownership interest in Vsource Asia Berhad, its former principal
operating subsidiary.  Consequently, the Company no longer
provides business process outsourcing services and has ceased
operating any active business, apart from limited consulting
services it provided to third parties and for which it received
revenue in the amount of $254,000 during Fiscal 2005.  
Accordingly, the results of the BPO-related operations conducted
by Vsource Asia will be classified as discontinued in the Form
10-K. In Fiscal 2005 and through the Exchange Offer, Vsource Asia
generated $13.9 million in revenues or approximately 96% of the
Company's combined revenues.  Further, it is expected that the
financial statements for the year ended January 31, 2005 included
in the financial statements will show a gain on disposal of
Vsource Asia in the amount of approximately $21.6 million.  

VSource, Inc. provides enterprise-wide, Internet-based
applications.  The Company's Virtual Source Network allows
companies to create an Internet-based procurement system to
automate all aspects of corporate procurement.  VSource's network
accommodates electronic sending, receiving, approval and payment
of supplier invoices.

At Oct. 31, 2004, Vsource Inc.'s balance sheet showed a
$24,728,000 stockholders' deficit, compared to a $16,591,000
deficit at Jan. 31, 2004.


VTEX ENERGY: Talking to Lender to Restructure $3.6 Million of Debt
------------------------------------------------------------------
VTEX Energy, Inc. (OTC Bulletin Board: VXEN) reached agreement
with its primary senior, secured lender, Old Jersey Oil Ventures,
Inc., to consolidate and restructure in excess of $3 million in
debt.  This agreement will consolidate into a single secured
facility, debt currently classified as a line of credit from a
related party ($1.8 million), a production payment from a related
party ($0.9 million) and a portion of advances from related
parties and accrued interest ($0.9 million).  This new facility
will accrue interest for the first six months, with interest only
payable over the next year.  Thereafter, interest and principal
will be amortized over the following four years.

"The effect of this agreement is to move $3.6 million of our short
term debt and accrued interest to long term debt," said Stephen
Noser, President of VTEX.  "It is a major step forward in our
efforts to improve the Company's financial condition."

                     Going Concern Doubt

For the year ended April 30, 2004, VTEX Energy Inc.'s independent
registered public accounting firm issued a going concern opinion.
The Company has historically incurred net losses from operations
and has incurred net losses of approximately $1,594,000  and
$962,000 for the nine months ended January 31, 2005 and 2004,
respectively, and losses are expected to be incurred in the near
term.  Current liabilities exceeded current assets by
approximately $7,161,000 and $5,222,000 at January 31, 2005 and
April 30, 2004, respectively, and the accumulated deficit is
approximately $21,902,000 at January 31, 2005.  Amounts
outstanding and payable to creditors are in arrears and the
Company is in negotiations with creditors to obtain extensions and
settlements of outstanding amounts.  

"Management anticipates that significant additional expenditures
will be necessary to develop the Company's properties, which
consist primarily of proved reserves that are non-producing,
before significant positive operating cash flows will be
achieved," the Company stated in its Form 10-Q for the quarterly
period ended Jan. 31, 2005.  "Without outside investment from the
sale of equity securities or debt financing our ability to execute
our business plan will be limited.  These factors are an
indication that the Company may be unable to continue in
existence."

Management's plans to alleviate these conditions include:

   -- the renegotiation of certain trade payables,

   -- settlements of debt amounts with stock,  

   -- deferral of certain scheduled payments, and

   -- sales of non core properties, as considered necessary by
      management.

In addition, management is pursuing business partnering
arrangements for the acquisition and development of additional  
properties as well as debt and equity funding through private
placements.

VTEX Energy, Inc., is a Houston based, independent energy company,
engaged in the acquisition, development and production of oil and
natural gas reserves. The Company currently has two properties,
Bateman Lake Field located in St. Mary's Parish, Louisiana, and
Mustang Island Field located offshore Kleberg County, Texas.


WET SEAL: Closes Equity Financing Transaction with Lenders
----------------------------------------------------------
Specialty retailer The Wet Seal, Inc. (Nasdaq:WTSLA) closed an
equity financing transaction with:

     * S.A.C. CAPITAL ASSOCIATES, LLC
     * PRENTICE CAPITAL PARTNERS QP, LP
     * PRENTICE CAPITAL PARTNERS, LP
     * PRENTICE CAPITAL OFFSHORE, LTD
     * GMM CAPITAL, LLC
     * GOLDFARB CAPITAL PARTNERS LLC
     * UBS FINANCIAL SERVICES AS CUSTODIAN
          F/B/O CHARLES G. PHILLIPS ROLLOVER IRA
     * WLSS CAPITAL PARTNERS, LLC
     * SMITHFIELD FIDUCIARY, LLC
     * D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
     * D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD. and
     * RIVERVIEW GROUP, LLC

The company obtained legal advice in this transaction from:

     Alan Siegel, Esq.
     Ackneil M. Muldrow III, Esq.
     AKIN GUMP STRAUSS HAUER & FELD LLP
     590 Madison Avenue
     New York, New York 10022

The investors obtained legal counsel from:

     Eleazer N. Klein, Esq.
     Schulte Roth & Zabel LLP
     919 Third Avenue
     New York, New York 10022

Under the terms of its Securities Purchase Agreement with these  
investors, the Company issued a new class of preferred stock that
is convertible into 8,200,000 shares of the Company's Class A
common stock and stock purchase warrants to acquire 7,500,000
shares of Class A common stock, in each case subject to certain
anti-dilution provisions, for an aggregate purchase price of
$24.6 million.  In addition, certain of the investors in the
financing acquired 3,359,997 shares of Class A common stock for an
aggregate purchase price of approximately $6.41 million through
the exercise of all of their outstanding Series A Warrants and a
pro rata portion of their outstanding Series B Warrants issued in
the Company's January 2005 financing.

The Company's outstanding bridge financing facility was retired at
the closing.  Those investors in the financing who were lenders
under the facility applied the outstanding principal and interest,
which was approximately $12.0 million, as partial consideration
for the acquisition of the convertible preferred stock and the
warrants.

The Company received approximately $18.0 million in net proceeds
from the transaction, after giving effect to the retirement of the
bridge facility and the payment of transaction expenses.  The net
proceeds will be used for general working capital purposes.

                     Annual Report Filing

In its Form 10-K for the fiscal year ended Dec. 31, 2004, filed
with the Securities and Exchange Commission, the Company's
auditors, Deloitte & Touche LLP expressed:

   -- an unqualified opinion on the management assessment of the
      effectiveness of the Company's internal control over
      financial reporting; and

   -- an adverse opinion on the effectiveness of the Company's
      internal control over financial reporting because of
      material weaknesses.

The Company conducted an evaluation of the effectiveness of the
design and operation of its internal controls over financial
reporting under Section 404 of the Sarbanes-Oxley Act of 2002.   
Based on its evaluation, management concluded that certain
conditions exist that constitute "material weaknesses" in its
internal control over financial reporting for the fiscal year
ending January 29, 2005, as defined by the Public Company
Accounting Oversight Board's (PCAOB) Auditing Standard No. 2.

The conditions that led to the material weaknesses in its internal
control over financial reporting are associated with:

   1) insufficient resources and level of technical accounting
      expertise within the Company's financial closing and
      reporting functions and

   2) lack of timely preparation, review and approval of account
      analysis and reconciliations for certain accounts.

A material weakness is a significant deficiency, or combination of
significant deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.

As a result, management will be unable to conclude that the
Company's internal controls over financial reporting are effective
as of January 29, 2005.  

With the assistance of its reconstituted audit committee,
management said it is committed to remediating these material
weaknesses as expeditiously as possible.

                         Continued Losses

The 13 weeks ended Jan. 29, 2005, constituted Wet Seal's tenth
consecutive quarter reflecting negative comparable store sales and
operating losses.  This operating performance was primarily due to
negative sales trends at its Wet Seal division.  Overall, the
Company experienced a comparable store sales decline of 11.4% for
the 13 weeks ended January 29, 2005.  The 13-week decline resulted
primarily from a decrease in the number of sales transactions
associated with the Wet Seal division.  The continued sales
decline has eroded operating margins, primarily as a result of the
de-leveraging of our company's cost structure and higher markdown
volume.  These factors plus a $16.4 million charge for store
closures were the principal contributors to the Company's net loss
of $47.8 million for the quarter.

                        Bankruptcy Warning

In light of its poor operating performance, diminished liquidity
and poor credit standing, the Company initiated a series of steps
to maximize shareholder value.  This began with the appointment of
a special committee of its board of directors mandated to engage a
financial advisor and evaluate strategic alternatives, including a
potential reorganization under Chapter 11 of the United States
Bankruptcy Code.  

                        Management Changes

In November 2004, Peter Whitford resigned from his position as the
Company's Chief Executive Officer and Chairman of the board of
directors and Allan Haims resigned as President of the Wet Seal
division.  In December 2004, the Company appointed Joel N. Waller,
the former Chief Executive Officer of Wilsons Leather, to the
positions of President and Chief Executive Officer, effective
Feb. 1, 2005.  Mr. Waller became a director of the company
effective Dec. 27, 2004.  In addition, in March 2005, Joseph
Deckop resigned from his position as Executive Vice President of
Central Planning and Allocation.

As a part of its turn-around strategy, all of the members of the
Company's board of directors, other than its chairman, Henry D.
Winterstern, and Alan Siegel, have either retired or resigned.  
Recently the Company appointed Mr. Waller, Sidney M. Horn, Harold
D. Kahn and Kenneth M. Reiss to its board of directors.  The board
of directors appointed Mr. Reiss as Chairman of the Audit
Committee.  The entire board of directors, with the exception of
Mr. Waller, will act as a Compensation Committee until such time
as the board of directors is expanded.

                         Store Closures

In December 2004, the Company disclosed the closing of
approximately 150 Wet Seal stores as part of its turn-around
strategy.  The Company appointed Hilco to manage the inventory
liquidations for the store closures and Hilco Advisors to
negotiate with the respective landlords for purposes of lease
terminations and buyouts.  Wet Seal completed the store closing
effort on March 5, 2005.  

"We closed a total of 153 stores related to our turn-around
strategy and any future closures will be the result of natural
lease expirations where we decide not to extend, or are unable to
extend, a store lease," the Company stated in its Annual Report.  
"We ceased use of property at 103 stores on or about January 29,
2005 and took a charge of approximately $13.2 million for the
estimated cost of lease buyouts and related costs.  In addition,
for all the stores we identified for closure, we took a non-cash
charge of approximately $4.4 million in the fourth quarter ended
January 29, 2005 for the write down of the carrying value of these
impaired assets to realizable value.  We also recognized a non-
cash benefit of $1.2 million, related to the write-off of deferred
rent associated with the closing stores.  We expect to take a
charge of $6.1 million for the balance of store closures that will
occur in our first quarter ending April 30, 2005."

Headquartered in Foothill Ranch, California, The Wet Seal, Inc. --
http://www.wetsealinc.com/-- is a leading specialty retailer of  
fashionable and contemporary apparel and accessory items. The
Company currently operates a total of 398 stores in 46 states, the
District of Columbia and Puerto Rico, including 307 Wet Seal
stores and 91 Arden B. stores. The Company's products can also be
purchased online at http://www.wetseal.com/or  
http://www.ardenb.com/


WORLDCOM INC: Tax Claim Objection Deadline Extended to June 16
--------------------------------------------------------------
As previously reported, WorldCom, Inc. and its debtor-affiliates
sought additional time to object to proofs of claim and requests
for payment of administrative claims that were filed by taxing
authorities after March 1, 2004, or which appear to include
certain types of claims as component.

Although the Debtors have substantially completed an analysis of
the Remaining Tax Claims, Sylvia Mayer Baker, Esq., at Weil,
Gotshal & Manges, in New York, explains that the extension of the
Remaining Tax Claim Objection Deadline for another 45 days is
essential.  The Debtors have met numerous times with multiple
States and have devoted substantial time analyzing and responding
to questions from the States as part of the negotiation process.
Settlement discussions with the majority of States are currently
in an intense and critical phase.

Furthermore, hundreds of claims filed by taxing authorities assert
large Additional Claims based in whole or in part on complicated
legal, tax and accounting issues.  The Debtors need more time to
negotiate with the States to obtain a settlement of some or all of
the Remaining Claims given the complexity of the issues and the
number of states involved.

*    *    *

At the Debtors' behest, the United States Bankruptcy Court for the
Southern District of New York further extends the Remaining
Tax Claim Objection Deadline to and including June 16, 2005.

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)


* Moody's Reports Canadian Default Rate Unchanged in 2004
---------------------------------------------------------
The default rate for speculative-grade rated Canadian issuers
ended 2004 at 1.8%, unchanged from 2003, Moody's Investors Service
reported today in its third annual Canadian default study.  The
default rate for all rated Canadian issuers (including investment-
grade rated issuers), was also unchanged in 2004 at 0.6%.

Only two Canadian public bond defaults were recorded in 2004.  Of
the two 2004 defaults, only one was rated by Moody's:  Hollinger,
Inc., which missed the interest payment on C$161 million of its
senior secured notes but paid the amount before the end of its
grace period.  The second default in 2004 was Stelco, Inc., a
steel producer that Moody's does not rate, which had C$240 million
of bonds outstanding when it filed for bankruptcy protection.

Although Moody's has been rating Canadian issuers since as early
as 1909, the latest report documents the historical default and
recovery rates of Canadian corporate bond issuers since 1989, when
debt issuance and the number of issuers obtaining credit ratings
began to grow at an accelerated rate.  Between 1989 and 2004,
64 Canadian corporate issuers defaulted on a total of C$ 32
billion in bonds.  Of the 64, 34 issuers totaling C$ 28 billion in
bonds were rated by Moody's.

Defaults by issuers in the telecommunications sector represent
nearly half of all defaults in Canada since 1989 by total dollar
volume.  Six of the ten largest defaults in Canada were by issuers
in the telecommunications sector.

No Moody's-rated Canadian corporate bond issuers have defaulted so
far in 2005.  However, two unrated Canadian bond issuers have
already defaulted, hinting that the default rate for Canadian
issuers may be nearing a turning point.

"Although Moody's does not separately forecast Canadian default
rates, we expect that many of the factors driving our prediction
of higher global default rates -- including rising interest rates
and lower average credit quality of new speculative-grade issuance
-- will also impact the Canadian default rate over 2005-2006,"
said Sharon Ou, lead author of the study.  Moody's predicts that
the global speculative-grade default rate will rise from its
current 2.2% level to 3.2% by March 2006.

The results of Moody's Canadian default study show that credit
ratings possess a strong negative correlation with realized
default and credit loss rates: the lower the credit rating, the
higher the average default rate.  The average one-year default
rate rises from 0.2% for investment-grade rated Canadian issuers
to 28.8% for issuers rated Caa and below.  Notably, no Canadian
issuers with Aaa, Aa, or A ratings have defaulted within five
years of holding those ratings since 1989.

Moody's Canadian ratings have been highly successful in
anticipating defaults.  On average, Canadian issuers that
ultimately defaulted were rated B1 three years before default.  By
the time default occurs, the average rating falls to Caa2.

Moody's study also finds variations in default rates across rating
categories and investment holding periods have been very similar
in the U.S. and Canada.  For example, the average speculative-
grade five-year default rate was 24.1% for Canadian issuers
compared to 24.7% for U.S. issuers.

"The similarity of default rates across rating categories shows
that Moody's considers the various local factors that make
Canadian companies different from their peers in the U.S., and
consistently reflects those differences in our ratings of Canadian
issuers," said Andrew Kriegler, Managing Director in Toronto.

Moody's report, "Default and Recovery Rates of Canadian Corporate
Bond Issuers, 1989-2004," is available in the Ratings Analytics
section of Moodys.com

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/  

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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