TCR_Public/050506.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, May 6, 2005, Vol. 9, No. 106

                          Headlines

24 HOUR FITNESS: Forstmann Little Deal Cues S&P to Watch Ratings
AMERICA WEST: April 2005 Capacity Up 2.8% from Last Year
AMERIGAS PARTNERS: 96% of Noteholders Tender 8.875% Senior Notes
ARTHUR BISHOP: Case Summary & 13 Largest Known Creditors
ATA AIRLINES: Wants to Lease Boeing 737s from Q Aviation

ATA AIRLINES: Wants Plan Filing Period Extended to August 22
BANC OF AMERICA: Fitch Affirms Five Mortgage Certificate Classes
BOMBARDIER INC: Mesaba Airlines Joins Bombardier CRJ Family
BOXCARS PROPERTIES: Case Summary & 15 Largest Unsecured Creditors
CAROLINA TOBACCO: Wants to Hire Farleigh Wada as Bankr. Counsel

CAROLINA TOBACCO: Wants to Hire Brownstein Rask as Special Counsel
CARRINGTON MORTGAGE: Rates $7.7 Mil. Private Certificates at BB+
COMPOSITE SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
COMPOSITE TECHNOLOGY: Files Chapter 11 Petition in C.D. Calif.
COMPOSITE TECHNOLOGIES: Voluntary Chapter 11 Case Summary

CP SHIPS: Acquires Borg International Freight Services
CREDIT SUISSE: Fitch Holds CC Rating on $16.1 Million Class I
DAVID SHOWKER: Case Summary & 10 Largest Unsecured Creditors
DEUTSCHE ALT-A: S&P Holds Low-B Ratings on Four Cert. Classes
DEXCOM INC: March 31 Balance Sheet Upside-Down by $54.6 Million

DURA AUTOMOTIVE: Refinances Loan with New $325M Credit Facilities
ELECTRIC CITY: Raises $5.6 Million in Equity Sale
ENERGEM RESOURCES: Expects to Release Tardy Financials by May 10
EURASIA GOLD: Delays Filing of Financial Reports Until May 15
FAIRPOINT COMMS: Recapitalization Wipes Out Shareholder Deficit

FALCONBRIDGE LTD: OSC Won't Intervene in Noranda Acquisition
FOOTSTAR INC: Exclusive Solicitation Period Extended Until June 13
FOOTSTAR INC.: U.S. Trustee Appoints Six-Member Creditor Committee
FORD MOTOR: S&P Cuts Ratings & Says Outlook is Negative
FRESENIUS MEDICAL: Renal Buy-Out Cues Moody's to Review Ratings

GENERAL MOTORS: S&P Cuts Ratings & Says Outlook is Negative
GMAC COMMERCIAL: Fitch Affirms Four Low-B Ratings
GMAC COMMERCIAL: Fitch Affirms Six Mortgage Certificate Classes
GRASSY CREEK: Case Summary & 15 Largest Unsecured Creditors
GREENBRIER COMPANIES: Moody's Rates $175M Senior Notes at B1

GREENBRIER COS: S&P Rates Proposed $175MM Sr. Unsec. Notes at B+
HARTLEY OF ILLINOIS: Case Summary & 21 Largest Known Creditors
HAWK CORP: First Quarter Net Sales Climb 19.6% to $72.1 Million
HCC INDUSTRIES: Moody's Withdraws Junk Ratings Due to Lack of Info
HIGH VOLTAGE: Gets Interim Okay to Draw $5 Mil. Under DIP Facility

HOLLINGER INC: Independent Directors Want P.G. White Removed
HOLLINGER INC: Has Until Month-End to Settle SEC Action
HOLLINGER INC: Ernst & Young's Inspection Fee Totals C$7.20 Mil.
HOLLINGER INC: Holds $72.3 Million Cash as of April 29
IFT CORP: Amex Requests Compliance Plan by May 31

IMPATH: Committee Hires Bridge Associates as Wind-Down Consultant
IMPAX LAB: Noteholder Sends Notice of Default Due to Tardy 10-K
JOHN HENRICHSEN: Case Summary & 3 Largest Unsecured Creditors
JP MORGAN: Fitch Upgrades $38.1 Mil. Class F to BB+ from BB
KAISER ALUMINUM: Asks Court to Okay HSBC Bank Claim Settlement

KAISER ALUMINUM: Wants Insurance Cos. to Prove Validity of Claims
LAC D'AMIANTE: U.S. Trustee Appoints 11-Member Creditors Committee
LISTWORKS CORP: Kurtzman Matera Approved as Ch. 7 Trustee Counsel
MARKLAND TECH: Subsidiary Wins $36 Million Engineering Contracts
MCLEODUSA INC: Payment Default Cues Moody's to Review Junk Ratings

MERIDIAN AUTOMOTIVE: Will Honor Prepetition Employee Obligations
MIRAVANT MEDICAL: Closes $8 Million Private Equity Funding
MKP CBO: Fitch Junks Three Note Classes
NEW CHEMUNG: Case Summary & 41 Largest Known Creditors
NEW DOMINION: Case Summary & Largest Unsecured Creditor

NEXTEL PARTNERS: Good Performance Cues S&P to Lift Ratings
NFB FOODWORKS: Court Gives Nod to Use $572,813 of Cash Collateral
NOMURA ASSET: Fitch Holds Junk & Default Ratings on $31MM Certs.
NORTHWESTERN CORP: Inks Claims Settlement Pact with PPL Montana
NORTHWESTERN CORP: Wants QUIP Shares Given to Class 7 Creditors

OAO SEVERSTAL: North American Unit Restructuring After Buy-Out
OWENS CORNING: Dist. Court Affirms Order Blocking B-Readers Suit
PACIFIC LIFE: Fitch Affirms CC & B Ratings on A-3 & B Notes
PENN TRAFFIC: GE Commercial Provides $164 Million to Finance Plan
PHOENIX COLOR: Moody's Junks Proposed $35 Mil. 2nd Lien Term Loan

PRECISE TECHNOLOGY: Poor Performance Spurs S&P's Negative Outlook
R. CHACRA: Voluntary Chapter 11 Case Summary
SA HOLDINGS: Sues City of South Amboy to Get Property Sale Moving
SAAN STORES: Emerges from CCAA Protection with $30M Exit Facility
SAAN STORES: Re-Opens 142 Stores Across Canada After CCAA Exit

SALOMON BROTHERS: S&P Junks Series 2000-C3 Class N Certificates
SKIN NUVO: Committee Taps Heller Ehrman & Jones Vargas as Counsel
STATEN ISLAND: Fitch Affirms BB- Rating on $49 Million Bonds
STELCO INC: Court OKs Sale of Welland Pipe's U&O Mill to Grinolet
STRATOS GLOBAL: Owes Ex-Director Antle $C$1.74M from Court Ruling

SYRATECH CORP: Alvarez & Marsal Approved as Turnaround Consultants
SYRATECH CORP: Peter J. Solomon Approved as Investment Bankers
TALON TECHNOLOGIES: Case Summary & 81 Largest Known Creditors
TELEX COMMS: March 31 Balance Sheet Upside-Down by $976,000
TENET HEALTHCARE: Posts $3 Million Net Loss in First Quarter

TENPINS INC: Voluntary Chapter 11 Case Summary
TOPSAIL CBO: Full Payment Prompts Moody's Withdraw Ratings
TRAINER WORTHAM: Moody's Junks $7.6 Million Class B-1L Notes
TRUMP HOTELS: Expects to Emerge from Bankruptcy on May 12
UNICAL INT'L: Ch. 7 Trustee Taps ASK Financial as Special Counsel

UNITED RENTALS: Delays Form 10-Q Filing to Complete 2004 Audit
USG CORP: Earns $77 Million of Net Income in First Quarter
USG CORP: U.S. Trustee Appoints Seven-Member Equity Committee
VALLEY MEDIA: Can Retain Cross & Simon as Special Counsel
VERTIS INC: March 31 Balance Sheet Upside-Down by $478 Million

WELLINGTON PROPERTIES: Northen Blue Approved as Bankruptcy Counsel
WESCORP ENERGY: Former Alaskan Governor Joins Board
WORLDCOM INC: Late Appeal Means No Appeal for Pro Se Claimant
YOUNG BROADCASTING: Closes Amended Senior Credit Facility
YUKOS OIL: Moscow Court Freezes Yukos' Remaining Assets

* Moody's Says Canadian Corporate Governance Better than in U.S.

* BOOK REVIEW: George Eastman: Founder of Kodak

                          *********

24 HOUR FITNESS: Forstmann Little Deal Cues S&P to Watch Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on 24 Hour Fitness Worldwide Inc.
on CreditWatch with negative implications, following the company's
announcement that it has agreed to be acquired by Forstmann Little
& Co.  The transaction is valued at around $1.6 billion.  At Dec.
31, 2004, 24 Hour Fitness had about $512 million of debt
outstanding, including redeemable preferred stock.

"The CreditWatch listing is based on concerns that the transaction
could increase 24 Hour Fitness' debt leverage and pressure cash
flow through higher interest expense," said Standard & Poor's
credit analyst Andy Liu.

Forstmann Little plans to finance the transaction with more than
$900 million from its equity and subordinated debt funds, with the
balance financed through a senior loan facility.  The transaction
is expected to close in June 2005, subject to regulatory approval.

The CreditWatch listing will likely be resolved when 24 Hour
Fitness' future capital structure is finalized.

San Ramon, California-based 24 Hour Fitness is the second-largest
operator of fitness clubs in the U.S.  It has 345 clubs in the
U.S., with 2.8 million members, and another 15 clubs in Asia.


AMERICA WEST: April 2005 Capacity Up 2.8% from Last Year
--------------------------------------------------------
America West Airlines (NYSE: AWA) reported traffic statistics for
the month of April and year-to-date 2005.  Revenue passenger miles
(RPMs) for April 2005 were a record 2.1 billion, an increase of
7.3 percent from April 2004.  Capacity for April 2005 was a record
2.5 billion available seat miles, up 2.8 percent from April 2004.
The passenger load factor for the month of April was a record at
81.7 percent versus 78.3 percent in April 2004.

"The strong unit revenue trends we experienced during the first
quarter continued into April with a record April load factor, a
small year-over-year increase in yield, and strong revenue per
available seat mile (RASM)," remarked Scott Kirby, executive vice
president, sales and marketing.

Commenting on the airline's operational performance during April,
Chief Operating Officer Jeff McClelland said, "We had an excellent
operational month as well, completing 85.2 percent of our flights
on-time during April.  Because of our outstanding operational
performance during the month, including reaching specific internal
departure goals, each eligible employee will receive a $50 'Get on
board 2005' incentive check for the month's performance."

Also for April, the airline will report to the Department of
Transportation that its domestic on-time performance was 85.2
percent and its completion factor was 99.4 percent.

America West -- http://www.americawest.com/-- operates more than
900 flights daily to 95 destinations in the U.S., Canada, Mexico
and Costa Rica.  The airline's 13,500 employees are proud to offer
a range of services including more destinations than any other
low-cost carrier, first-class cabins, assigned seating, airport
clubs and an award-winning frequent flyer program.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services placed selected ratings on
America West Holdings Corp. and subsidiary America West Airlines
Inc., including the 'B-' corporate credit rating on both, on
CreditWatch with negative implications.  Ratings on selected
enhanced equipment trust certificates (EETCs) of America West
Airlines Inc., which were placed on CreditWatch on Feb. 24, 2005,
as part of an industry wide review of aircraft-backed debt, remain
on CreditWatch.

"The CreditWatch placement is based on the potential combination
of America West with US Airways Inc. (rated 'D'), the major
operating subsidiary of US Airways Group Inc. (rated 'D'), both
currently operating under Chapter 11 bankruptcy protection," said
Standard & Poor's credit analyst Betsy Snyder.  "The combination
could present significant labor integration and financial
challenges, depending on how any such combination is structured."


AMERIGAS PARTNERS: 96% of Noteholders Tender 8.875% Senior Notes
----------------------------------------------------------------
AmeriGas Partners, L.P. (NYSE:APU) reported that the tender offer
and consent solicitation for its outstanding 8.875% Series B
Senior Notes due 2011 expired at 5:00 P.M., New York City time, on
May 2, 2005.  The Partnership accepted for purchase all of the
approximately $373 million aggregate principal amount of the Notes
tendered, representing 96% of the total principal amount
outstanding.  Approximately $14.6 million aggregate principal
amount of Notes remain outstanding.  Pursuant to the Partnership's
Offer to Purchase and Consent Solicitation Statement, dated
April 4, 2005, the supplemental indenture relating to the Notes,
dated as of April 13, 2005, became effective (and the amendments
contained therein became operative) upon acceptance of the Notes
for purchase.

Credit Suisse First Boston LLC acted as the Dealer Manager and
Solicitation Agent for the tender offer.

The Partnership and AmeriGas Finance Corp., as co-issuer, also
disclosed the completion of a private placement of $415 million of
7.25% Senior Notes due 2015.  The notes have not been registered
under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption
from the registration requirements.  Net proceeds of the offering
were used to fund the purchase of the Notes pursuant to the tender
offer.

This announcement does not constitute an offer to sell, or the
solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful.

                    About the Company

Through its subsidiaries, AmeriGas Partners, L.P. (NYSE:APU) is
the largest retail propane distributor in the United States.  The
Partnership serves residential, commercial, industrial,
agricultural and motor fuel customers from over 650 retail
locations in 46 states.

                    *     *     *

As reported in the Troubled Company Reporter on Apr. 15, 2005,
AmeriGas Partners, L.P.'s -- APU -- $400 million senior notes due
2015, issued jointly and severally with its special purpose
financing subsidiary Amerigas Finance Corp., are rated 'BB+' by
Fitch Ratings.  The Rating Outlook is Stable.  An indirect
subsidiary of UGI Corp. is the general partner and 44% limited
partner for APU, which, in turn, is a master limited partnership -
- MLP -- for AmeriGas Propane, L.P. -- AGP, an operating limited
partnership.  Proceeds from the new senior notes will be utilized
to repurchase outstanding 8.875% APU senior notes pursuant to an
ongoing tender offer.


ARTHUR BISHOP: Case Summary & 13 Largest Known Creditors
--------------------------------------------------------
Debtor: Arthur Patrick Bishop
        7948 Abramshire Avenue
        Dallas, Texas 75231

Bankruptcy Case No.: 05-35170

Chapter 11 Petition Date: May 4, 2005

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: Edwin Paul Keiffer, Esq.
                  Hance Scarborough Wright
                  Ginsberg & Brusilow, LLP
                  1401 Elm Street, Suite 4750
                  Dallas, Texas 5202
                  Tel: (214) 651-6517
                  Fax: (214) 744-2615

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $50,000 to $100,000

Debtor's 13 Largest Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Atmos Energy                                   Unknown
P.O. Box 650205
Dallas, TX 75265-0205

Capital One                                    Unknown
P. O. Box 26074
Richmond, VA 23260

Cingular Wireless                              Unknown
P. O. Box 650553
Dallas, TX 75265-0553

Dallas Water Utilities                         Unknown
1500 Marilla Street, #21A
Dallas, TX 75201

Direct TV                                      Unknown
1820 E. Sky Harbor Circle South
Phoenix, AZ 85034-9700

Estate of Kelly Scott Bishop, Sr.              Unknown
c/o Jones, Allen & Fuquay, LLP
Attn: Lindy D. Jones/Charles Fuquay
8828 Greenville Avenue
Dallas, TX 75243-7143

IRS                                            Unknown
Special Procedures
Mail Code DAL-5020
1100 Commerce Street
Dallas, TX 75242

National City Mortgage Co.                     Unknown
P.O. Box 1820
Dayton, OH 45401

SBC                                            Unknown
P.O. Box 930170
Dallas, TX 75393-0170

Sterling Bank                                  Unknown
2525 McKinnon Street
Dallas, TX 75201

T Bank                                         Unknown
1600 Dallas Parkway, Suite 125
Dallas, TX 75248

TXU                                            Unknown
P.O. Box 227097
Dallas, TX 75222-7079

Vintage Bank                                   Unknown
P.O. Box 577
Waxahachie, TX 75168


ATA AIRLINES: Wants to Lease Boeing 737s from Q Aviation
--------------------------------------------------------
After the Petition Date, ATA Airlines, Inc. and its debtor-
affiliates negotiated the return of several leased Boeing 737-800
aircraft.  The Debtors also held extensive discussions with
various potential lessors to replace a portion of the Returned
Aircraft with older Boeing 737 "classic," aircraft to meet ATA
Airlines' postpetition fleet plan and operational needs.

With the consent of the Official Committee of Unsecured
Creditors, the Debtors and Q Aviation, LLC, executed a letter of
intent pursuant to which Q Aviation will lease five to 12 Boeing
737 classic aircraft to ATA Airlines.

The Letter of Intent contains the financial details of the Leases
that are confidential in nature.  The Letter of Intent has been
filed under seal pursuant to Section 1110 of the Bankruptcy Code.

Although the entry of the Q Aviation Leases may be performed in
"ordinary course" of business, the Debtors, out of an abundance of
caution, ask the United States Bankruptcy Court for the Southern
District of Indiana to approve the Leases.

Jeffrey J. Graham, Esq., at Sommer Barnard Attorneys, PC, in
Indianapolis, Indiana, tells Judge Lorch that, although ATA
Airlines is in the process of reviewing and in some cases altering
its fleet plan, the addition of the Aircraft to replace a portion
of the Returned Aircraft is essential to ATA Airline's continuing
operational needs and to the Debtors' reorganization effort.

The Debtors further ask the Court to:

     * lift the automatic stay provided by Section 362(a) to
       allow Q Aviation to exercise all of its rights and
       remedies under the Leases.

     * consider the obligations contained in Section 1110(c)(1)
       applicable to the Debtors under the Leases.

     * grant administrative expense status pursuant to Sections
       503(b) and 507(a) to any and all claims of Q Aviation
       arising under or related to the Leases, once the Leases
       are duly executed.

                          ATSB Responds

The Air Transportation and Stabilization Board does not object to
the Debtors' proposed transactions with Q Aviation.  However, the
ATSB intends to clarify that any administrative claim granted to
Q Aviation will be subject to and subordinate to the
superpriority administrative claim granted to the ATSB Lender
Parties pursuant to the April 19, 2005 Court Order approving the
Settlement Agreement among the Debtors, the ATSB Lender Parties
and the Official Committee of Unsecured Creditors.

United States Attorney Susan W. Brooks reminds the Court that if
Q Aviation is granted a superpriority claim without the ATSB's
prior written consent, the material provisions of the April 19
Order would cease to be valid and binding, constituting an event
of default.

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)


ATA AIRLINES: Wants Plan Filing Period Extended to August 22
------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, ATA Airlines,
Inc. and its debtor-affiliates ask the United States Bankruptcy
Court for the Southern District of Indiana to extend the period
during which they have the exclusive right to file a plan of
reorganization to and including August 22, 2005.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, explains that, in addition to managing their day-to-day
operations, the Debtors and their advisors have been evaluating
all facets of their businesses and operations to determine the
best method for returning value to their creditors, including,
analyzing leases of aircraft used in their operations and
executory contracts.  The Debtors undertook two auctions, one of
which culminated in the closing of a deal with Southwest
Airlines, Inc., involving the sale of certain assets at Midway
Airport in Chicago, Illinois.

Due to the complexity of the auctions and sale processes, the
overall complexity of these Chapter 11 cases, and despite diligent
efforts working towards a fair and equitable plan formulation, the
Debtors require more time to continue to work diligently towards
the filing of the Plan.

Mr. Nelson says the Debtors will continue to keep the Official
Committee of Unsecured Creditors, the Air Transportation
Stabilization Board, and Southwest Airlines apprised of their
business plans.

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)


BANC OF AMERICA: Fitch Affirms Five Mortgage Certificate Classes
----------------------------------------------------------------
Fitch Ratings downgrades Banc of America Commercial Mortgage
Inc.'s commercial mortgage pass-through certificates, series
2001-1:

     -- $5.9 million class O to 'CCC' from 'B-'.

In addition, Fitch affirms these certificates:

     -- $95.1 million class A-1 'AAA';
     -- $527.8 million class A-2 'AAA';
     -- $50 million class A-2F 'AAA';
     -- Interest-only class X 'AAA';
     -- $35.6 million class B 'AA+';
     -- $21.3 million class C 'AA-';
     -- $19 million class D 'A';
     -- $9.5 million class E 'A-';
     -- $9.5 million class F 'BBB+';
     -- $19 million class G 'BBB';
     -- $14.2 million class H 'BBB-';
     -- $13.3 million class J 'BB+';
     -- $23.5 million class K 'BB';
     -- $2.1 million class L 'BB-';
     -- $5.5 million class M 'B+';
     -- $6.8 million class N 'B';

Fitch does not rate the $13 million class P certificates.

The downgrade is the result of the expected losses on the
specially serviced loans.  As of the April 2005 distribution date,
the pool's aggregate balance has decreased by 8.1% to $871.1
million from $948.1 million at issuance.

Currently, 11 loans (7.6%) are in special servicing, five (5.7%)
of which are real estate owned.  The largest asset (2.3%) in
special servicing is a multifamily REO property located in
Grapevine, Tex.  Occupancy has declined at the property due to a
weak rental market in Fort Worth, Texas, and the surrounding area.
The special servicer is attempting to increase occupancy at the
property before bringing to market.

An appeal to a court ruling is ongoing regarding three loans
(4.7%) in the transaction.  Based on the outcome of the appeal,
the expected losses to the trust related to these loans could
change.  Fitch continues to monitor the appeal process, and will
make the necessary ratings adjustments if necessary.

Fitch reviewed the 315 Park Avenue loan (10%), the one credit
assessed loan in the pool.  While occupancy has declined slightly
to 87.7% as of September 2004, from 91.3% as of year-end 2003, the
financial performance during the first nine months of 2004 was on
par with the performance of the property of the previous year.
Due to this consistent performance, the loan maintains an
investment grade credit assessment.


BOMBARDIER INC: Mesaba Airlines Joins Bombardier CRJ Family
-----------------------------------------------------------
Bombardier Aerospace welcomes Northwest Airlink partner Mesaba
Airlines of Eagan, Minnesota, as the newest operator of the
industry-leading Bombardier CRJ family of regional jets.  Mesaba
was selected to operate the 15 Bombardier CRJ200 aircraft recently
ordered by Northwest Airlines.

"We're delighted to welcome Mesaba Airlines to the growing list of
CRJ operators," said Steven Ridolfi, President, Bombardier
Regional Aircraft.  "We're confident that Mesaba will realize the
same economic benefits, outstanding performance and favorable
passenger acceptance as other operators of the world's most
popular regional aircraft."

Mesaba Airlines will be the 40th operator of Bombardier CRJ
aircraft worldwide and the 13th in the U.S. To date, 121 CRJ
airliners have been delivered to Northwest Airlines, including 45
Bombardier CRJ200 and 76 Bombardier CRJ440 aircraft.  Deliveries
of the CRJ200 aircraft to Northwest Airlines are scheduled to
commence in the third quarter of 2005.

"We believe that the CRJ aircraft will provide our passengers with
comfortable and reliable service across our expanding route
network in the U.S and Canada," said John Spanjers, President and
Chief Operating Officer, Mesaba Airlines. "We are delighted at the
opportunity to grow our operations by introducing the CRJ to the
fleet."

                        About Mesaba Airlines

Founded in 1944 with a single plane to shuttle local employees to
neighboring cities, Mesaba Airlines has grown to become the eight
largest regional airline in the United States.  Mesaba currently
serves 109 cities throughout the U.S and Canada, from Northwest
Airlines' three major hubs in Minneapolis/St-Paul, Detroit, and
Memphis.

                          About Bombardier

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

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

                         *     *     *

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


BOXCARS PROPERTIES: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Boxcars Properties, Ltd.
        dba Parkwood Place Apartments
        1400 Parkwood Place
        Huntsville, Texas 77320

Bankruptcy Case No.: 05-36941

Type of Business: The Debtor owns an apartment building.

Chapter 11 Petition Date: May 2, 2005

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Calvin C. Braun, Esq.
                  Attorney at Law
                  8100 Washington Avenue, Suite 120
                  Houston, Texas 77007
                  Tel: (713) 880-3366
                  Fax: (713) 880-3225

Total Assets: $2,668,352

Total Debts:  $1,492,915

Debtor's 15 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Entergy Gulf States           Misc. Business Debt         $4,593
P.O. Box 61009
New Orleans, LA 70161-1009

City of Huntsville            Misc. Business Debt         $3,799
1212 Avenue M
Huntsville, TX 77340

Centerpoint Energy            Misc. Business Debt         $1,651
P.O. Box 4981
Houston, TX 77210-4981

Premium Financing             Misc. Business Debt         $1,551
Specialists, Inc.
P.O. Box 730223
Dallas, TX 75373-0223

Entergy                       Misc. Business Debt           $689
P.O. Box 61009
New Orleans, LA 70161-1009

SBC                           Misc. Business Debt           $601
P.O. Box 930170
Dallas, TX 75393-0170

Reed's Lawn & Landscaping     Misc. Business Debt           $595
21 Jacob St.
Huntsville, TX 77320

National Water & Power        Misc. Business Debt           $324
22 Executive Park
Irvine, CA 92614

Jeffrey Harris                Misc. Business Debt           $250
304 Ten Oaks Dr.
Georgetown, TX 77320

Walker County Hardware        Misc. Business Debt           $203
P.O. Box 1086
Huntsville, TX 77342-1086

SBC Long Distance             Misc. Business Debt           $165
P.O. Box 660688
Dallas, TX 75266-0688

AT&T                          Misc. Business Debt           $146
P.O. Box 2969
Omaha, NE 68103-2969

GE Capital                    Misc. Business Debt           $117
P.O. Box 676013
Dallas, TX 75267-6013

Sierra Springs                203038                         $78
American Commercial Credit
SVC
P.O. Box 44587
Phoenix, AZ 85064-4587

IWS-Houston Welding Supply    Misc. Business Debt            $23
111 Buras Road
Belle Chasse, LA 70337


CAROLINA TOBACCO: Wants to Hire Farleigh Wada as Bankr. Counsel
---------------------------------------------------------------
Carolina Tobacco Company asks the U.S. Bankruptcy Court for the
District of Oregon for permission to employ Farleigh Wada & Witt
P.C. as its general bankruptcy counsel.

Farleigh Wada is expected to:

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

   b) assist and represent the Debtor at all court proceedings and
      any adversary proceedings in its chapter 11 case;

   c) assist in the review and audit of claims filed against the
      Debtor and assist in the preparation and negotiation of a
      disclosure statement and plan of reorganization and in the
      confirmation process for that plan; and

   d) provide all other legal services that are appropriate and
      necessary in the Debtor's chapter 11 case.

Tara J. Schleicher, Esq., a Shareholder at Farleigh Wada,
discloses that the Firm received a $200,000 retainer.
Ms. Schleicher charges $215 per hour for her services.

Ms. Schleicher reports Farleigh Wada's professionals bill:

    Professional            Designation    Hourly Rate
    ------------            -----------    -----------
    F. Scott Farleigh       Partner           $285
    David R. Ludwig         Counsel           $265
    Valerie T. AuerBach     Counsel           $260
    Brian R. Witt           Counsel           $260
    Judy Gehrke             Paralegal         $90
    Deborah R. Lewis        Paralegal         $90
    Katie Reeder            Paralegal         $90

Farleigh Wada assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Portland, Oregon, Carolina Tobacco Company --
http://www.carolinatobacco.com/-- manufactures the Roger-brand
cigarettes.  The Company filed for chapter 11 protection on
April 18, 2005 (Bankr. D. Ore. Case No. 05-34156).  When the
Debtor filed for protection from its creditors, it listed total
assets OF $24,408,298 and total debts of $14,929,169.


CAROLINA TOBACCO: Wants to Hire Brownstein Rask as Special Counsel
------------------------------------------------------------------
Carolina Tobacco Company asks the U.S. Bankruptcy Court for the
District of Oregon for permission to employ Brownstein, Rask,
Sweeney, Kerr, Grim, DeSylvia & Hay, LLP, as its special counsel.

Brownstein Rask is expected to:

   a) assist the Debtor's general bankruptcy counsel, Farleigh
      Wada, in adversary proceeding litigation cases pending
      in several U.S. states;

   b) represent the Debtor in negotiations of any settlements with
      the National Association of Attorney General; and

   c) manage and assist the Debtor's out-of-state counsel in the
      pending foreign proceedings in both the state and federal
      courts.

Paul G. Dodds, Esq., a Partner at Brownstein Rask, discloses that
the Firm received a $144,000 retainer.  Mr. Dodds charges $210 per
hour for his services.

Mr. Dodds reports Brownstein Rask's professionals bill:

    Professional         Designation    Hourly Rate
    ------------         -----------    -----------
    Andrew P. Kerr       Counsel           $210
    Rebekah L. Stiles    Counsel           $150

Brownstein Rask assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Portland, Oregon, Carolina Tobacco Company --
http://www.carolinatobacco.com/-- manufactures the Roger-brand
cigarettes.  The Company filed for chapter 11 protection on
April 18, 2005 (Bankr. D. Ore. Case No. 05-34156).  Tara J.
Schleicher, Esq., at Farleigh Wada & Witt P.C. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets OF
$24,408,298 and total debts of $14,929,169.


CARRINGTON MORTGAGE: Rates $7.7 Mil. Private Certificates at BB+
----------------------------------------------------------------
Carrington Mortgage Loan Trust asset backed certificates, series
2005-NC2, are rated as:

   -- $553.7 million classes A-1, A-2 and A-3 certificates 'AAA';
   -- $28.1 million class M-1 certificates 'AA+';
   -- $25.6 million class M-2 certificates 'AA';
   -- $15.4 million class M-3 certificates 'AA';
   -- $26.7 million class M-4 certificates 'A';
   -- $12.1 million class M-5 certificates 'A-';
   -- $11 million class M-6 certificates 'BBB+';
   -- $9.9 million class M-7 certificates 'BBB';
   -- $8.8 million class M-8 (privately offered) certificates
      'BBB';
   -- $7.7 million class M-9 (privately offered) certificates
      'BB+'.

The 'AAA' rating on the senior certificates reflects the 23.18%
total credit enhancement provided by:

               * the 3.90% class M-1,
               * the 3.55% class M-2,
               * the 2.13% class M-3,
               * the 3.70% class M-4,
               * the 1.67% class M-5,
               * the 1.52% class M-6,
               * the 1.37% class M-7,
               * the 1.22% class M-8,
               * the 1.06% class M-9 and
               * the 3.04% initial overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the integrity of
the transaction's legal structure as well as the primary servicing
capabilities of New Century Mortgage Corporation (rated 'RPS3' by
Fitch).  Deutsche Bank National Trust Company will act as trustee.
As of the cut-off date, May 1, 2005, the mortgage loans have an
aggregate balance of $720,677,652.

One hundred percent of the loans have interest-only periods, which
range from two to five years.  The weighted average mortgage rate
is approximately 6.517% and the weighted average remaining term to
maturity is 357 months.  The average cut-off date principal
balance of the mortgage loans is approximately $284,986. The
weighted average original loan-to-value ratio is 81.98% and the
weighted average Fair, Isaac & Co. score is 652. The properties
are primarily located in California (63.13%), Florida (4.58%) and
Nevada (3.30%).


COMPOSITE SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Composite Solutions, Inc., a Florida Corporation
        P.O. Box 372
        La Jolla, California 92038-0372

Bankruptcy Case No.: 05-04045

Type of Business: The Debtor develops and integrates high
                  technology composite products and processes
                  for sale to the construction industry.

Chapter 11 Petition Date: May 5, 2005

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Daniel Masters, Esq.
                  Law Offices of Daniel C. Masters
                  6136 Mission Gorge Road, Suite 111
                  San Diego, California 92120
                  Tel: (619) 283-0333

Total Assets: $517

Total Debts:  $1,837,698

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Dr. Gilbert Hegemier          Loan                      $586,437
7350 Brodiaea Way
La Jolla CA 92037

Tom Bache                     Loan                      $219,836
410 Westbourne Street
La Jolla CA 92037

Allan Mangold                 Services                  $200,000
1011 Farrand Court
Fallbrook CA 92028

Dr. Gilbert Hegmier           Services                  $191,438

Jang Lee                      Services                  $110,816

Tom Bache                     Services                   $79,327

UC Regents #3                 License Fees               $61,248

Dr. Gilbert Hegemier          Unreimbursed Expenses      $60,622

Santosh K. Arya               Loan                       $47,450

Duane Gee                     Loan                       $44,911

Michael J. Perlman            Services                   $30,000

Edward Davis                  Services                   $30,000

Internal Revenue Service      Federal income taxes       $20,251

Smaha & Daley                 Attorneys Fees             $19,222

Armhein Foley/Ace Intl(AFA)   Services                   $17,500

Tom Bache                     Unreimbursed Expenses      $15,906

Anna D'amico                  Wages                      $14,423

Tom Bache                     Vacation pay               $10,945

Joyce E. Jones                Loan                       $10,299

Blanchard Krasner & French    Services                    $9,865


COMPOSITE TECHNOLOGY: Files Chapter 11 Petition in C.D. Calif.
--------------------------------------------------------------
Composite Technology Corporation (OTC Bulletin Board: CPTC) filed
a voluntary chapter 11 petition in the United States Bankruptcy
Court for the Central District of California in Sta. Ana
yesterday, May 5, 2005.  The filing was made to resolve several
litigation matters involving claims that demand certain CTC stock
for alleged services and performance under some subscription
agreements.

The filing will enable the Debtor to continue to develop, produce
and market its innovative and cost effective composite core
electrical conductor to the utility industry.  CTC's strategic
partners have indicated their continued support throughout this
voluntary reorganization.  "CTC's plans to immediately submit a
plan of reorganization providing for payment in full (100%) to
unsecured creditors including honoring and adhering to the
material provisions of its debenture holder agreements," said
Leonard M. Shulman of Shulman Hodges & Bastian LLP in Foothill
Ranch, California, CTC's bankruptcy counsel.

Although CTC remains steadfast in opposing these claims, the
ongoing cost of litigation in diverse jurisdictions necessitates
the consolidation of these cases into a single forum.  "Although
CTC's financial condition remains strong, this litigation must be
resolved so that CTC may continue to grow and implement its
goals," said CTC's Chairman and CEO Benton Wilcoxon.  "We have
chosen to file this litigation-driven Chapter 11 to allow the
Company's management to devote its full resources to the
production and marketing of our products, rather than the demands
and concerns created by litigation events that the company
believes are merely extortionate claims made by those parties that
have not contributed real value to the company.  Given the unknown
consequences of litigation which might have endangered our ability
to continue as a company, we have sought protective measures.  We
are confident that our product sales will move forward and allow
us to achieve our objectives and that our strategic partners
understand that this reorganization will allow us to focus on
introducing our key ACCC cable product to an industry that is in
great need of a good solution to an overloaded electrical grid
system."

Mr. Wilcoxon stressed: "Our relationships with our customers,
suppliers, strategic partners, and shareholders remain our primary
focus which should allow us to achieve the objectives of building
the company as well as building shareholder value."

As a demonstration of its commitment to move quickly through the
bankruptcy process and to commence payments to its creditors, CTC
plans to file its Chapter 11 disclosure statement and
reorganization plan as well as numerous procedural and substantive
motions concurrently with the filing of its bankruptcy petition.
CTC has taken swift action to maximize the value of its business
for all creditors and interest holders.  Consequently, CTC is
optimistic that it will confirm its plan of reorganization and
emerge from bankruptcy within 90 to 120 days.

During the bankruptcy proceeding, CTC will be operating in a
"business as usual fashion" paying its post-bankruptcy debts as
they become due and timely servicing its customers' needs.

Headquartered in Irvine, California, Composite Technology
Corporation -- http://www.compositetechcorp.com/-- provides high
performance advanced composite core conductor cables for electric
transmission and distribution lines.   The proprietary new ACCC
cable transmits two times more power than comparably sized
conventional cables in use today.  ACCC can solve high-temperature
line sag problems, can create energy savings through less line
losses, and can easily be retrofitted on existing towers to
upgrade energy throughput.  ACCC cables allow transmission owners,
utility companies, and power producers to easily replace
transmission lines without modification to the towers using
standard installation techniques and equipment, thereby avoiding
the deployment of new towers and establishment of new rights-of-
way that are costly, time consuming, controversial and may impact
the environment.  The Company filed for chapter 11 protection on
May 5, 2005 (Bankr. C.D. Calif. Case No. 05-13107).  Leonard M.
Shulman, Esq., at Shulman Hodges & Bastian LLP, represents the
Debtor in its restructuring efforts.  As of March 31, 2005, the
Debtors reported $13,440,720 in total assets and $13,645,199 in
total liabilities.


COMPOSITE TECHNOLOGIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Composite Technology Corporation
        2026 McGaw Avenue,
        Irvine, California 92614

Bankruptcy Case No.: 05-13107

Type of Business: The Debtor provides composite core conductor
                  cables for electric transmission and
                  distribution lines.
                  See http://www.compositetechcorp.com/

Chapter 11 Petition Date: May 5, 2005

Court: Central District of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: Leonard M. Shulman, Esq.
                  Shulman Hodges & Bastian LLP
                  26632 Towne Center Drive #300
                  Foothill Ranch, California 92610-2808
                  Tel: (949) 340-3400


Financial Condition as of March 31, 2005:

     Total Assets: $13,440,720

     Total Debts:  $13,645,199

A list of the Debtor's 20 Largest Unsecured Creditors was not
available as of press time.


CP SHIPS: Acquires Borg International Freight Services
------------------------------------------------------
CP Ships Limited has acquired Borg International Freight Services
Inc.

Based in Montreal, Borg specializes in ocean and air freight
forwarding and employs 22 people.  Its annual gross revenue in
2004 was US $14 million.

"The acquisition of Borg is a continuation of our plan to
selectively develop logistics services as a way of leveraging
strong regional market positions and adding value to our core
container services.  With Borg's Asian focus, we can build on the
platform created by our acquisition of ROE Logistics a year ago,"
said Chairman Ray Miles.

Borg's owner and founder Richard Azoulay is assuming a management
role within the CP Ships logistics organization.

One of the world's leading container shipping companies, CP Ships
provides international container transportation services in four
key regional markets: TransAtlantic, Australasia, Latin America
and Asia.  Within these markets CP Ships operates 39 services in
23 trade lanes, most of which are served by two or more of its
brands: ANZDL, Canada Maritime, Cast, Contship Containerlines,
Italia Line, Lykes Lines and TMM Lines.  As of Sept. 30, 2004, CP
Ships' vessel fleet was 81 ships and its container fleet 457,000
teu.  Its 2003 volume was 2.2 million teu, more than 80% of which
was North American exports or imports. It also owns Montreal
Gateway Terminals, which operates one of the largest marine
container terminal facilities in Canada.  CP Ships' stock is
traded on the Toronto and New York stock exchanges under the
symbol TEU.  It is listed in the S&P/TSX 60 Index of top Canadian
publicly listed companies.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2004,
Standard & Poor's Ratings Services assigned its 'BB+' rating to
container shipping company CP Ships Ltd.'s US$175 million
convertible senior subordinated note issue.  At the same time, the
'BBB-' long-term corporate credit and 'BB+' senior unsecured debt
ratings on the company were affirmed.  Proceeds from the notes
will be used to reduce drawings under the company's credit lines.
The outlook is stable.


CREDIT SUISSE: Fitch Holds CC Rating on $16.1 Million Class I
-------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corporation's
mortgage pass-through certificates, series 1998-C1 are upgraded by
Fitch Ratings:

     -- $136.6 million class C to 'AAA' from 'AA-';
     -- $136.6 million class D to 'A' from 'BBB';
     -- $37.3 million class E to 'BBB' from 'BBB-'.

In addition, Fitch affirms these certificates:

     -- $6.6 million class A-1A 'AAA';
     -- $1.1 billion class A-1B 'AAA';
     -- $245.7 million class A-2M 'AAA';
     -- Interest only class A-X 'AAA';
     -- $136.6 million class B to 'AAA'.

The $16.1 million class I remains at 'CC'.

Fitch does not rate the $142.7 million class F, $18.7 million
class G or $49.6 million class H.  Class J has been depleted due
to realized losses from the disposition of specially serviced
loans.

The upgrades are the result of increased subordination levels due
to loan payoffs and amortization.  As of the April 2005
distribution date, the pool's aggregate certificate balance has
decreased 19.9%, to $1.98 billion from $2.48 billion at issuance.
The pool is well diversified, with 286 of the original 324 loans
remaining and a top five loan representing of 19.3%.  To date, the
transaction has realized losses in the amount of $58.5 million.

Fitch remains concerned with the number of specially serviced
loans in the transaction.  There are currently eight loans (2.5%)
in special servicing.  Of the eight loans, three loans (0.9%) are
real estate owned properties.  Losses have been projected on the
majority of specially serviced loans.  Appraisal subordinate
entitlement reduction adjustments have already been realized to
the trust for many of these loans.

Four loans have been assigned an individual credit assessment by
Fitch.  Of the four loans, currently three - Combined Properties
Portfolio, Edens and Avant Portfolio and 45 Wall Street - maintain
investment grade credit assessments.  One loan, The Ritz Carlton-
Cancun, maintains a below investment grade credit assessment.

The Combined Properties Portfolio (5.39%) had a year-end 2004
Fitch stressed debt service coverage ratio increase to 1.71 times
compared to 1.66x as of YE 2003 and 1.31x at issuance.  The
weighted average occupancy increased to 96.9% as of YE 2004
compared to 94.3% at issuance.

The Edens and Avant Portfolio (3.91%) has shown improved
performance with a Fitch Adjusted Net Cash Flow up 24.9% since
issuance.  Fitch stressed DSCR has increased to 1.79x for YE 2004
compared to 1.67x for YE 2003 and 1.44x at issuance.  The
occupancy as of YE 2004 has remained strong at 94.2%.

The Ritz Carlton - Cancun (3.43%) is secured by the beneficiary
interest in a trust which holds the 365-room hotel located in
Cancun, Mexico.  Although the performance of the collateral has
declined due to a decrease in international tourism, the servicer
provided financials show an improvement in collateral performance.
The Fitch stressed DSCR for YE 2004 has rebounded to 1.48x
compared to 1.05x for YE 2003 and 1.61x at issuance. Fitch will
continue to monitor the progress of the collateral.

The YE 2004 Fitch stressed DSCR for 45 Wall Street (2.8%) remains
strong at 2.01x as compared to 2.25x as of YE 2003 and 1.17x at
issuance.  As of YE 2004, occupancy has remained at 99% compared
to 99% as of YE 2003 and 95% at issuance.

The Fitch stressed DSCR was calculated using net cash flow
adjusted for market vacancy, capital reserves and non-cash items,
divided by actual debt service utilizing a stressed refinance
constant.

Fitch applied various stress scenarios taking into consideration
the expected losses on the above loans of concern.  Under these
scenarios, the subordination levels were sufficient to upgrade
certain ratings.


DAVID SHOWKER: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: David Slyman Showker, III
        644 Greenville Avenue PMB 311
        Staunton, Virginia 24401

Bankruptcy Case No.: 05-50726

Chapter 11 Petition Date: April 30, 2005

Court: Western District of Virginia (Harrisonburg)

Judge: Ross W. Krumm

Debtor's Counsel: David W. Earman, Esq.
                  57 South Main Street, Suite 206
                  Harrisonburg, Virginia 22801
                  Tel: (540) 434-7306

Total Assets: $2,755,739

Total Debts:  $1,815,668

Debtor's 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
SunTrust                      Deed of Trust             $215,940
P.O. Box 85160                Value of security:
Richmond, VA 23285            $195,000

Capital One                   Credit Card Purchases      $27,320
P.O. Box 85147
Richmond, VA 23276

Community Bank                Personal loan              $20,000
P.O. Box 1209
Staunton, VA 24401

Elmore, Hupp & Co.            Accountant fees            $19,942
P.O. Box 2607
Staunton, VA 24401

Community Bank                Personal loan              $19,110
P.O. Box 1209
Staunton, VA 24401

Chase                         Personal loan              $19,046
P.O. Box 15650
Wilmington, DE 19886

DuPont Community Credit       Personal loan              $19,000
Union
140 Lucy Lane
P.O. Box 1365
Waynesboro, VA 22980

Webb, James and Betty         Open account                $5,514
200 Conner Road
Waynesboro, VA 22980

Lowe's                        Credit card purchases       $3,797
P.O. Box 105980
Atlanta, GA 31353

Vellines, Wick                Attorney fees               $1,470
P.O. Box 235
Staunton, VA 24401


DEUTSCHE ALT-A: S&P Holds Low-B Ratings on Four Cert. Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 48
classes of pass-through certificates from four transactions issued
by Deutsche Alt-A Securities Inc.

The affirmations are based on credit support that is sufficient to
maintain the current rating levels.  Credit support for Deutsche
Alt-A Securities Inc.  Alternative Loan Trust Series 2003-1 and
Deutsche Alt-A Securities Inc.  Mortgage Loan Trust Series 2003-3
is provided by subordination.  Credit support for Deutsche Alt-A
Securities Inc.  Mortgage Loan Trust Series 2003-2XS and 2003-4XS
is provided by excess spread, overcollateralization, and
subordination.

Cumulative losses in these transactions range from 0.00% to 0.07%
of the original pool balances.  In addition, 90-plus-day
delinquencies (including REOs and foreclosures) range from 0.33%
to 6.26% of the current pool balances.

The underlying collateral consists of conventional fixed-rate
residential mortgage loans secured by first liens on one- to four-
family residential properties.  The mortgage loans have original
terms to maturity not greater than 30 years.

                          Ratings Affirmed
         Deutsche Alt-A Securities Inc. Alternative Loan Trust

           Series     Class                            Rating
           ------     -----                            ------
           2003-1     A-1, A-2, A-3, A-PO, A-X         AAA
           2003-1     M                                AA
           2003-1     B-1                              A
           2003-1     B-2                              BBB
           2003-1     B-3                              BB
           2003-1     B-4                              B

           Deutsche Alt-A Securities Inc. Mortgage Loan Trust

     Series     Class                                     Rating
     ------     -----                                     ------
     2003-2XS   A-3, A-4, A-5, A-6, A-IO                  AAA
     2003-2XS   M-1                                       AA
     2003-2XS   M-2                                       A
     2003-2XS   M-3                                       BBB
     2003-3     I-A-1, I-A-X, II-A-1, II-A-2, II-A-3      AAA
     2003-3     II-A-4, II-A-5, II-A-6, II-A-7, II-A-X    AAA
     2003-3     A-PO-1, III-A-1, IV-A-1, A-PO-2, M-X      AAA
     2003-3     M                                         AA
     2003-3     B-1                                       A
     2003-3     B-2                                       BBB
     2003-3     B-3                                       BB
     2003-3     B-4                                       B
     2003-4XS   A-2, A-3, A-4, A-5, A-6A, A-6B, A-IO      AAA
     2003-4XS   M-1                                       AA
     2003-4XS   M-2                                       A
     2003-4XS   M-3                                       BBB


DEXCOM INC: March 31 Balance Sheet Upside-Down by $54.6 Million
---------------------------------------------------------------
DexCom, Inc. (NASDAQ:DXCM) reported a net loss of $6.0 million for
the three months ended March 31, 2005 compared to a net loss of
$3.2 million for the three months ended March 31, 2004.  Net loss
attributable to common stockholders was $6.1 million for the three
months ended March 31, 2005 compared to $4.0 million for the three
months ended March 31, 2004.  Included in the net loss
attributable to common stockholders was accretion to redemption
value of cumulative dividends earned on DexCom's Series B and C
redeemable convertible preferred stock, and financing costs on
Series B, C, and D redeemable convertible preferred stock, of
$107,000 and $809,000 for the three months ended March 31, 2005
and 2004, respectively.  Upon the closing of DexCom's initial
public offering on April 19, 2005, all outstanding shares of
preferred stock automatically converted into common stock.

Research and development expense increased $2.2 million to $5.0
million for the three months ended March 31, 2005, compared to
$2.8 million for the three months ended March 31, 2004.  The
increase was primarily related to $1.0 million for the short-term
sensor approval support trial and associated expense related to
the filing of the pre-market approval application with the FDA.
DexCom also incurred an additional $0.6 million in material and
labor expenses to produce our clinical trial product supplies and
an additional $0.5 million in salary and other compensation
expenses related to the addition of twenty-one employees.
Selling, general and administrative expense increased $0.2 million
to $0.5 million for the three months ended March 31, 2005,
compared to $0.3 million for the three months ended March 31,
2004.  The increase was primarily due to higher independent
auditor fees and salary costs from increased headcount.

On April 19, 2005, DexCom closed the initial public offering of
its common stock in which it sold 4,700,000 shares of common stock
for gross proceeds of $56.4 million.  After deduction of
underwriting discounts and commissions, DexCom received proceeds
of $52.5 million that excluded $1.9 million in estimated offering
expenses payable by DexCom.

                       About the Company

DexCom, Inc., headquartered in San Diego, Calif., is a development
stage medical device company focused on the design and development
of continuous glucose monitoring systems for people with diabetes.

At Mar. 31, 2005, DexCom, Inc.'s balance sheet showed a
$54,647,250 stockholders' deficit, compared to a $49,309,930
deficit at Dec. 31, 2004.


DURA AUTOMOTIVE: Refinances Loan with New $325M Credit Facilities
-----------------------------------------------------------------
DURA Automotive Systems, Inc. (Nasdaq:DRRA) closed $325 million in
new senior secured credit facilities.

The new credit facilities include:

    (1) a $175 million asset-based revolving credit facility
        supported by a monthly borrowing base, to expire in May
        2010; and

    (2) a $150 million senior secured second-lien term loan, due
        in May 2011;

to refinance a $175 million revolving credit facility to expire in
2008 and a $111 million term loan C, due in 2008.

"We believe the improved liquidity position from these new credit
facilities will allow DURA to meet the near-term challenges in the
automotive industry while maintaining our strategic course toward
profitable growth and long-term value to our investors," said
Keith Marchiando, vice president and chief financial officer of
DURA Automotive.  "We would like to thank our lenders for their
continued support and confidence throughout this process."

                        About the Company

Headquarted in Rochester Hills, Michigan, DURA Automotive Systems,
Inc., -- http://www.duraauto.com/-- is a leading independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
and recreation & specialty vehicle industries.  DURA sells its
products to every major North American, Asian and European
automotive original equipment manufacturer (OEM) and many leading
Tier 1 automotive suppliers.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 13, 2005,
Moody's took these rating actions in conjunction with Dura
Operating Corp.'s proposal to refinance its existing $286 million
guaranteed senior secured first-lien credit agreement by
simultaneously executing a new $175 million guaranteed senior
secured first-lien asset-based revolving credit agreement (not
rated) and a new $115 million guaranteed senior secured second-
lien term loan.


ELECTRIC CITY: Raises $5.6 Million in Equity Sale
-------------------------------------------------
Electric City Corp. (Amex: ELC) recently closed on a series of
transactions in which it raised gross proceeds of $5.625 million
through the sale of common stock and warrants, and used
$1.64 million of the proceeds to facilitate the closing of its
previously announced acquisition of Maximum Performance Group.
MPG is a leading provider of web-based, real-time energy asset
management solutions designed to improve operating efficiencies
associated with energy and facilities management with a focus on
commercial and industrial air conditioning systems.

The combined transactions included the purchase of MPG for
$1.64 million in cash and 2.5 million shares of ELC stock.
Shareholders of MPG will also be able to earn up to approximately
2.5 million in additional shares of ELC stock through an earn-out
tied to the subsidiaries performance over the next eight quarters.
The combined transactions also included the closing of
$5.625 million in corporate funding through the sale of a package
of securities to four investors, which included 6.25 million
shares of its common stock and 3 year warrants to purchase
3.125 million additional shares of common stock at
$1.05 per share.

"We are very pleased to add Maximum Performance Group to our
enterprise and to ensure proper funding for our growth as we see a
pick up in our business across our two main sectors -- utility
VNPPs and pull-thru customer sales," declared John Mitola,
Electric City's Chief Executive Officer.  "As we stated when we
announced our intent to acquire MPG, this acquisition is the right
addition at the right time and represents one of the most
significant developments in ELC's history.  Adding MPG to our
enterprise, effectively doubles the size of Electric City's
business, doubles the size of our staff, triples the reach of our
corporate offices into very important locations in New York and
California and more than doubles our platform of technology and
corresponding available marketplace, by adding their eMAC air
conditioning controller along with their other systems."

"We have again demonstrated that our team has the wherewithal to
continue to build ELC in a bold, yet prudent manner," continued
Mr. Mitola.  "We are confident that we struck the right balance by
purchasing MPG at a very fair valuation and by raising a
reasonable amount of additional corporate equity to ensure our
growth and stability.  By doubling our technological reach and
maintaining proper levels of funding, we believe our customers and
utility buyers find our enterprise to offer the widest range of
energy efficiency/demand response systems while ensuring
confidence in our ability to deliver.  Today, we remain the only,
publicly held company dedicated to the development of large-scale
demand response systems (our VNPP) and we believe we are the only
company in the marketplace that now offers, direct, add-on
efficiency controls for lighting and air conditioning."

"We feel that this transaction is a complete win-win for all
parties involved," added Jeff Mistarz, Electric City's Chief
Financial Officer.  "As a result of this transaction all
shareholders benefit from:

   -- The acquisition of Maximum Performance Group should greatly
      accelerate ELC's overall business growth, top line revenue
      and VNPP development.

   -- By acquiring MPG and issuing shares to their owners, another
      group of leading strategic investors joins our family
      including Nth Power, an energy ventures fund made up of
      utilities such as Alliant Energy, Dominion, FirstEnergy,
      Ontario Power Generation, Pacificorp, Sierra Pacific and
      Cinergy.

   -- By including additional utility and energy investors in this
      acquisition, ELC gains increased access to and credibility
      with both end use customers and utility companies.

   -- ELC becomes the only public company that manufactures and
      installs after market, add-on, lighting and air conditioning
      controls.

   -- ELC adds valuable senior management and expands its sales
      personnel and engineering and support staff in key
      geographical locations New York and California.

   -- ELC becomes the leading company that currently develops
      large-scale, demand response systems for utilities which are
      made up of lighting and air conditioning, thereby
      accelerating development timelines -- because more electric
      load can be captured at each customer facility.

    -- The simultaneous closing of the acquisition and corporate
      equity ensures a proper level of balance sheet stability
      needed to fund the Company's growth.

    -- ELC positions itself as the leading platform public company
      for providing patented energy efficiency technologies and
      development of large-scale, demand response systems."

The added liquidity resulting from the funding will significantly
improve the company's balance sheet strength, while it is also
expected to accelerate the Company's growth as a leading developer
and manufacturer of energy savings technologies and demand
response systems.

The group of investors participating in this funding included new
and existing ELC investors and investment funds which specialize
in utility and other energy investments.

                      Going Concern Doubt

The Company received a going concern opinion BDO SEIDMAN, LLP, on
its audited financial statements for the period ended Dec. 31,
2004, largely as a result of its lack of liquidity and continuing
losses.  Electric City posted a $9.7 million loss in 2004.

                  About Maximum Performance Group

Maximum Performance Group -- http://www.maxpg.com/-- is a
technology-based provider of energy and asset management products
and services. The Company currently manufactures and markets its
eMac line of controllers for HVAC and lighting applications and
its Maximum Performance Software for coordination and control of
central cooling plants.  The eMac line of controllers provide
intelligent control and continuous monitoring of HVAC and lighting
equipment via wireless paging technology to reduce energy usage
and improve system reliability.  Maximum Performance Group has
offices in College Point, NY and San Diego, CA.

                   About Electric City(R)

Electric City(R) is a leading developer, manufacturer and
integrator of energy savings technologies and building automation
systems.  The Company currently markets the EnergySaver(TM), the
GlobalCommander(R), as well as its independent development of
scalable, negative power systems under the trade name Virtual
"Negawatt" Power Plan "VNPP"(R).  The Company is developing its
first VNPP(R) development -- a 50-Megawatt negative power system
for ComEd in Northern Illinois, a second system in the Denver area
for Xcel Energy, a pilot program in Ontario, Canada with
Enersource and now, a fourth system with PacifiCorp in the Salt
Lake City area. Electric City(R) is based in Elk Grove Village,
Illinois and is traded on the American Stock Exchange under the
symbol ELC. Additional information is available at the Company's
Web site at http://www.elccorp.com/or by calling 847-437-1666.


ENERGEM RESOURCES: Expects to Release Tardy Financials by May 10
----------------------------------------------------------------
Energem Resources Inc. was not able to file its audited financial
statements for the first quarter ended Feb. 28, 2005, by the
originally contemplated April 29, 2005, filing date.  The
Company's auditor continues to be in the process of completing the
reviews and related report for the Annual financial statements.
Once the Annual financial statements are finalized, the First
Quarter financial statements can also be finalized.  The Company
now expects to file both the Annual Financial Statements and the
First Quarter Financial Statements by Sunday, May 10, 2005.

The Company advises that there is no actual or anticipated default
of a financial statement filing requirement subsequent to that
disclosed in the Notice of Default.

                      Issuer Cease Trade Order

As reported in the Troubled Company Reporter on Apr. 27, 2005, the
securities commission or regulators may impose an issuer cease
trade order if the Annual Financial Statements are not filed by
June 19, 2005, and the First Quarter Statements are not filed by
June 14, 2005.  An issuer CTO may be imposed sooner if the Company
fails to file its Default Status Reports on time.

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

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

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

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


EURASIA GOLD: Delays Filing of Financial Reports Until May 15
-------------------------------------------------------------
Eurasia Gold Corp. (TSXV- EGX) will delay the filing of its
comparative financial statements for the fiscal year ended
Dec. 31, 2004, on or prior to April 30, 2005, which is 120 days
after the end of Eurasia's last fiscal year, as required by
applicable securities laws in the jurisdictions in which Eurasia
is a reporting issuer.

The Board of Directors of Eurasia passed a resolution effective
Feb. 22, 2005, to appoint Deloitte & Touche LLP, Almaty,
Kazakhstan, as auditors of Eurasia for the year ending Dec. 31,
2004.  Prior to the appointment of Deloitte & Touche LLP, KPMG LLP
had been Eurasia's auditors.  The reason for the delay in
preparing and filing the Annual Audited Financial Statements is
that Eurasia's current auditor, Deloitte & Touche LLP, has
informed Eurasia that it will be unable to render its audit report
in respect of the Annual Audited Financial Statements prior to the
April 30, 2005 deadline.  The delay is primarily caused by the
change of auditor from KPMG LLP to Deloitte & Touche LLP and that
Eurasia's operations and successor auditor are located in
Kazakhstan.

                        Cease Trade Order

Based on discussions with Eurasia's current auditor, it is
anticipated that the annual financial statements will be prepared
and filed on or about May 15, 2005.  Should Eurasia fail to file
its annual financial statements by June 30, 2005, a cease trade
order may be imposed by the applicable securities commissions
requiring that all trading in securities of Eurasia cease for such
period specified in the order.  It is anticipated that during the
period of time that the annual financial statements remain
outstanding, the insiders of Eurasia will be subject to a
management cease trade order, prohibiting such insiders from
trading Eurasia securities.

Eurasia intends to satisfy the provisions of the alternate
information guidelines of CSA Staff Notice 57-301 for so long as
it remains in default of the financial statement filing
requirements of applicable securities laws.

Eurasia Gold Corp. has 118,332,250 common shares outstanding.


FAIRPOINT COMMS: Recapitalization Wipes Out Shareholder Deficit
---------------------------------------------------------------
FairPoint Communications, Inc. (NYSE:FRP) reported its financial
results for the first quarter ended March 31, 2005.  Highlights
include:

   -- Successfully closing a $462.5 million initial public
      offering and obtaining a $688.5 million credit facility to
      complete a recapitalization and de-leveraging of the
      company.

   -- Earnings per share for the first quarter of $0.32 compared
      to a loss per share of $0.49 for the same period in 2004.

   -- Operating revenues for the period of $61.7 million, up 1.1%
      over the first quarter 2004 on gains in data/Internet and
      long distance revenues.

   -- Consolidated net income of $11.0 million versus the prior
      year period net loss of $4.6 million.

   -- Excluding a $2.5 million one-time distribution received in
      the 2004 first quarter, Adjusted EBITDA (as defined herein)
      was down 1.8% to $32.4 million from the same period in 2004.

   -- Sequential growth of total access line equivalents by 1,233
      to 276,167, a 0.4% increase over the prior quarter as a
      result of increased business and high-speed data customers
      that more than offset voice access line decreases of 0.4%.

   -- Closing of the Berkshire Telephone Corporation acquisition
      on May 2nd and the signing of a definitive agreement and
      plan of merger to acquire Bentleyville Communications
      Corporation, a company adjacent to FairPoint's existing
      operations in Pennsylvania.

"We are pleased with the performance of our business this quarter
and are on track with our business plan.  We are seeing the
benefits from real growth in key areas of our business, careful
cost control and our new, strengthened capital structure," said
Eugene Johnson, Chairman and Chief Executive Officer.  "Although
the benefits of interest savings from our recapitalization won't
be fully realized until the third quarter of this year, there has
already been a significant benefit to net income."

"We also continue to deliver on our acquisition strategy and are
pleased to announce that we completed the acquisition of Berkshire
Telephone on May 2, 2005, and that we signed an agreement on
April 22, 2005 to acquire Bentleyville Communications in
Southwestern Pennsylvania.  The Bentleyville Communications
transaction is smaller than the completed Berkshire transaction,
but we expect both transactions to add to our Cash Available for
Dividends this year," continued Mr. Johnson.  "We will continue to
seek acquisitions with limited integration risk and attractive
cash returns."

                      First Quarter Results

FairPoint reported consolidated revenues from continuing
operations for the three months ended March 31, 2005 of
$61.7 million, an increase of 1.1% or $0.7 million compared to the
three months ended March 31, 2004 of $61.0 million. Revenue growth
was the result of increases in data/Internet and long distance
revenues, which more than offset expected decreases in Universal
Service (USF) and access revenues.

Income from continuing operations was $16.2 million for the three
months ended March 31, 2005 compared to $18.5 million for the
three months ended March 31, 2004, a 12.4% decrease driven
principally by the increased percentage of lower margin
unregulated revenues in the total business mix due to DSL and long
distance revenue growth. Excluding the higher cost of goods sold
of $1.3 million related to growth in unregulated revenues,
comparable cash expenses were up only 2.2% from the 2004 first
quarter. Total operating expenses (including depreciation and
amortization and stock based compensation) increased $2.9 million
or 6.9% for the three months ended March 31, 2005 compared to the
same period in the prior year. Depreciation and amortization
expense increased $0.6 million and stock based compensation
increased $0.4 million for the three months ended March 31, 2005
compared to 2004 first quarter.

FairPoint reported earnings per share of $0.32 for the three
months ended March 31, 2005, compared to a loss per share of $0.49
for the same period in 2004. This improvement is the result of the
company's recapitalization completed on February 8, 2005
associated with the company's initial public offering, which
substantially de-leveraged the company and provided a decrease in
interest expense and consequently an improvement in earnings. The
repurchase of the company's series A preferred stock and high
yield debt resulted in significant one-time charges that are
reflected in the financial statements. The company recognized
income tax benefits of $28.9 million due to the taxable loss in
the quarter driven primarily by the expenses incurred from the
recapitalization. In addition, the company recognized income tax
benefits of $66.0 million from the recognition of deferred tax
benefits from the reversal of the deferred tax valuation allowance
resulting from the company's expectation of generating future
taxable income following the recapitalization.

Adjusted EBITDA for the three months ended March 31, 2005 was
$32.4 million, excluding one-time transaction expenses of
approximately $86.2 million incurred in connection with the
company's recapitalization, compared to Adjusted EBITDA of $35.5
million for the same period in the prior year. In the first
quarter 2004, the company received a one-time distribution of $2.5
million related to the sale of a cellular partnership interest.

Cash Available for Dividends (as defined herein) was approximately
$12.8 million for the three months ended March 31, 2005 compared
to a negative $3.1 million in the first quarter of 2004. On a pro
forma basis assuming the recapitalization was completed on Jan. 1,
2005, Cash Available for Dividends was $18.2 million.

               Proposed Bentleyville Acquisition

FairPoint has entered into a definitive agreement and plan of
merger under which Bentleyville Communications would become a
wholly owned subsidiary of FairPoint.  Bentleyville Communications
provides telecommunications, cable and Internet services to rural
areas of Southwestern Pennsylvania and has approximately 3,586
access line equivalents currently in operation, which are adjacent
to the company's existing operations in Pennsylvania.  Through the
Bentleyville Communications acquisition, FairPoint will double the
number of access lines it serves in this region.  The transaction
is expected to contribute to FairPoint's Cash Available for
Dividends, and is expected to close during the third quarter of
2005.

                        Other Highlights

   -- On May 2, 2005, FairPoint successfully completed its
      acquisition of Berkshire Telephone Corporation for
      approximately $19.2 million before adjustments. Berkshire,
      established in 1926 and headquartered in Kinderhook, NY,
      provides service to approximately 7,300 access line
      equivalents serving five communities. Berkshire is adjacent
      to FairPoint's Taconic Telephone Corp. located in eastern
      New York State

   -- On February 8, 2005, FairPoint completed an initial public
      offering of 25,000,000 shares of its common stock at a price
      to the public of $18.50 per share. In connection with the
      IPO, the company obtained a new senior secured credit
      facility consisting of a $100 million revolving facility and
      a $588.5 million B-Term loan facility. FairPoint used the
      proceeds from the IPO and borrowings under its new credit
      facility primarily to refinance its existing credit
      facility, consummate tender offers for its outstanding high
      yield debt, redeem its series A preferred stock, repay
      operating subsidiary debt and pay related fees and expenses.

                            Outlook

"We are extremely confident in our business model and our ability
to deliver consistent dividends to our shareholders," said Mr.
Johnson.  "We expect our growth will come from a combination of
predictable and stable revenues from our regulated business,
organic growth from our high-speed data and long distance products
and contributions from acquisitions.  The rural nature of most of
our markets offers us unique advantages to grow our business with
reasonable investment and allows us to enjoy different wireline
trends than most providers."

Capital expenditures in the first quarter were $4.8 million. This
amount was lower than anticipated and revised full year capital
expenditures are estimated at $27 to $28 million versus the prior
estimate of $31 million.  2005 interest expense is estimated at
$41 to $43 million taking into account our capital structure costs
pre and post recapitalization.  This estimate also takes into
account the increased debt to fund the Berkshire acquisition and
the two additional fixed interest rate swaps totaling $100 million
announced in April 2005, but does not take into account the
pending Bentleyville Communications acquisition or any other
potential acquisitions in 2005.

                        About FairPoint

FairPoint Communications Inc. provides communications services to
rural communities across the country.  Incorporated in 1991,
FairPoint's mission is to acquire and operate telecommunications
companies that set the standard of excellence for the delivery of
service to rural communities.  Today, FairPoint owns and operates
27 rural local exchange companies (RLECs) located in 17 states.
FairPoint serves customers with approximately 276,167 access line
equivalents (voice access lines and high speed data lines, which
include DSL, cable modem and wireless broadband) as of March 31,
2005 and offers an array of services, including local and long
distance voice, data, Internet and broadband offerings.

At March 31, 2005, FairPoint Communications' balance sheet showed
$266,698,000 of positive equity, compared to a $172,952,000
stockholders' deficit at Dec. 31, 2004.


FALCONBRIDGE LTD: OSC Won't Intervene in Noranda Acquisition
------------------------------------------------------------
The Ontario Securities Commission denied Stark Investments'
request for an immediate hearing on the important issues that it
has raised concerning Noranda Inc.'s offer to acquire the
remaining shares of Falconbridge Limited.  OSC advised Stark that
there is insufficient time to hold a hearing prior to the expiry
of the offer.

Stark Investments is a manager of funds that are significant
holders Falconbridge shares.

               Stark Investments Application

Stark Investments filed an application with OSC under section 104
of the Ontario Securities Act asking the Commission to intervene
in the Noranda Offer for Falconbridge shares.

Stark Investments also asked the Commission to extend the time to
complete this Offer and to order Falconbridge and its Directors to
comply with the Ontario Securities Act by, among other things,
obtaining a new fairness opinion and by issuing a new Directors'
Circular to Falconbridge's shareholders.

                     Falconbridge's Response

The Special Committee of the Board of Directors of Falconbridge
Limited (TSX:FL) informed OSC that Stark is a Wisconsin-based
hedge fund with a common share position in Falconbridge and a
short common share position in Noranda Inc., a fact which was not
disclosed in Stark's statement.

The members of the Special Committee of the Falconbridge Board
have reviewed the concerns raised by Stark in consultation with
their financial and legal advisors and concluded that the
Directors' Circular and the accompanying valuation fully comply
with Ontario Securities Law.  Accordingly, the concerns raised by
Stark are without merit, the Special Committee concluded.

Rob Barnard, a Principal of Stark, said: "We have been raising our
concerns about this offer for the last week with the Staff of the
Commission.  We met with them as late as this morning to once
again outline the deficiencies with the Directors' Circular.  We
are extremely disappointed that the Commission has chosen to close
the door on these important issues without even holding the
hearing that we believe is a right given to all the shareholders
of Falconbridge."

In its Application, Stark raised a number of concerns that it
believes the Commission ought to review.  It remains Stark's
opinion, as stated in its section 104 application, that:

      (i) The Fairness Opinion miscalculated NorandaFalconbridge's
          2004 EBITDA in the valuation of the consideration,
          thereby significantly overstating the value of the
          consideration being offered to Falconbridge's minority;

     (ii) The Fairness Opinion overstated the value of the
          consideration being offered to Falconbridge minority
          shareholders by relying primarily on the comparable
          precedent transaction approach rather that the
          comparable company trading approach;

    (iii) The Fairness Opinion understated the value of
          Falconbridge by ignoring significant business and
          leverage differences between Falconbridge and Noranda;

     (iv) The Fairness Opinion failed to assess the fair market
          value of Falconbridge shares based on an open and
          unrestricted market test as required by OSC Rule 61-501,
          which regulates insider bids;

      (v) After adjusting for these issues, the Noranda Offer is
          approximately US$4.00 to US$8.00 per Falconbridge share
          below fair market value; and

     (vi) There are serious questions about the independence of
          the valuator.

Stark is evaluating all of its options and intends to consider all
of the avenues that are open to it to resolve what Stark believes
are fundamental issues about the inadequacy of disclosure and the
unfairness of the transaction.

Falconbridge Limited is a leading producer of nickel, copper,
cobalt and platinum group metals.  Its common shares are listed on
the Toronto Stock Exchange under the symbol FL.  Falconbridge is
owned by Noranda Inc. of Toronto (58.8%) and by other investors
(41.2%).

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 3, 2004,
Standard & Poor's Ratings Services assigned its 'BB' global scale
and 'P-3' Canadian national scale ratings to diversified metal and
mining company Falconbridge Ltd.'s C$78 million par value
cumulative preferred shares series 3.  At the same time, all other
ratings on Falconbridge, including the 'BBB-' corporate credit
rating, were affirmed.

At the same time, Standard & Poor's assigned its 'BB' rating to
Toronto, Ontario-based Noranda's proposed US$1.25 billion junior
preferred shares.


FOOTSTAR INC: Exclusive Solicitation Period Extended Until June 13
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the time period during which Footstar Inc. and its
debtor-affiliates have the exclusive right to solicit acceptances
of their proposed Joint Plan of Reorganization from their
creditors.  The Debtors' exclusive solicitation period now runs
through June 13, 2005.

The Debtors remind the Court that they filed a Joint Plan and
Disclosure Statement on Nov. 12, 2004.  The Court approved the
adequacy of the Disclosure Statement on an interim basis on
Dec. 13, 2004.  The Plan's confirmation is premised on the
assumption of the Master Agreement governing the relationship
between the Debtors and Kmart Corp.

On Aug. 12, 2004, the Debtors filed a request with the Court
seeking to assume the Master Agreement, but Kmart Corp. filed an
objection to the Debtors' Assumption Motion on Sept. 30, 2004.

The Court entered an order on Feb. 16, 2005, overruling in part
Kmart's Assumption Objection.  The Court declared that Section
365(c)(1) of the Bankruptcy Code does not serve as a limitation on
the Debtors' right to assume the Kmart Agreement.  The Court,
however, did not render a decision on the remaining issues raised
by Kmart's Assumption Motion and Objection, which include whether
the Debtors can demonstrate adequate assurance of future
performance and the amount of the Debtors' cure obligation.

The Debtors anticipate that a trial on substantially all of the
remaining issues raised by Kmart's Assumption Motion and Objection
will commence by July 18, 2005.

The Debtors give the Court four reasons why the solicitation
period should be extended:

   a) the extension is out of an abundance of caution on the
      Debtors' part in the event that the proposed Plan as filed
      is withdrawn, not confirmed, or confirmed but does not
      take effect;

   b) since the Petition Date, the Debtors have made significant
      progress in their reorganization process, including
      streamlining their businesses, divesting substantially all
      of their non-core assets, and undertaking several
      initiatives to retain employees that will be crucial to the
      Debtors' operations when they emerged from chapter 11;

   c) the Debtors are not using the extension to pressure their
      creditors into accepting the proposed Plan because both the
      Creditors Committee and Equity Committee support the Plan;
      and

   d) the Debtors will use the extension in working diligently to
      resolve the issues surrounding the assumption of the Master
      Agreement.

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $762,500,000 in total
assets and $302,200,000 in total debts.


FOOTSTAR INC.: U.S. Trustee Appoints Six-Member Creditor Committee
------------------------------------------------------------------
The U.S. Trustee for Region 2 appointed the following creditors to
the Official Committee of Unsecured Creditors:

        1. Reebok International Ltd.
           1895 J.W. Foster Boulevard
           Canton, Massachusetts 02021
           Attn: Mr. Richard L. Fay, Sr. Director
           of Credit/Collections
           Tel: 781-401-7260, Fax: 781-401-7567

        2. S. Goldberg & Co., Inc.
           d/b/a SGFootwear Co.
           20 East Broadway
           Hackensack, New Jersey 07601-6892
           Attn: Bernard Leifer, President
           Tel: 201-342-1200, Fax: 201-342-4405

        3. Simon Property Group, LP
           115 West Washington Street
           Indianapolis, Indiana 46204
           Attn: Ronald M. Tucker, Esq.
           Tel: 317-263-2346

        4. Mercury International Trading Corporation
           19 Alice Agnew Drive
           North Attleboro, Massachusetts 02761
           Attn: Mr. Louis R. Rotella, Executive VP - CFO
           Tel: 508-699-9000, Fax: 508-699-9088

        5. Longacre Management, LLC
           810 Seventh Avenue
           New York, New York 10019
           Attn: John Brecker
           Tel: 212-259-4300, Fax: 212-259-4343

        6. SPCP Group, LLC
           as agent for Silver Paint Capital Fund, L,P.
           and Silver Point Capital Ofshore Fund, Ltd.
           Two Greenwich Plaza
           Greenwich, Connecticut 06830
           Attn: Michael A. Gatto
           Tel: 203-542-4031, Fax: 203-542-4100

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 West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FORD MOTOR: S&P Cuts Ratings & Says Outlook is Negative
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its long- and short-
term corporate credit ratings on Ford Motor Co., Ford Motor Credit
Co., and all related entities -- except those of Hertz Corp. --
to 'BB+/B-1' from 'BBB-/A-3'.  The rating outlook is negative.
The ratings on Hertz (BBB-/Watch Dev/A-3) remain on CreditWatch,
where they were placed on April 21, 2005, following Ford's
disclosure that it was evaluating strategic options for Hertz,
including its potential sale.  Consolidated debt outstanding
totaled $161.3 billion at March 31, 2005.

The downgrade to non-investment-grade reflects S&P's skepticism
about whether management's strategies will be sufficient to
counteract mounting competitive challenges.

Of greatest immediate concern is that Ford faces the prospect that
its overall sport utility vehicle (SUV) business will not be able
to generate the profitability it has enjoyed historically. Ford's
financial performance has been heavily dependent on the earnings
of its SUVs. Recently, though, sales of its midsize and large SUVs
have plummeted.  Industrywide demand for SUVs has evidently
stalled, partly because of persistent high gasoline prices. In
addition, competition has intensified due to a proliferation of
new SUVs.

"Ford has suffered from the aging of its SUV product line, which
will be replaced by a family of new products starting late this
year through 2007 -- the same time that GM [General Motors Corp.]
will be doing the same," said Standard & Poor's credit analyst
Scott Sprinzen.  In anticipation of the maturing of its midsize
and large SUV business, Ford has been curtailing production
capacity dedicated to these products while launching an array of
smaller SUVs and so-called "crossover utility vehicles."

Moreover, competition could intensify in full-size pickups --
which S&P believes is Ford's only other major source of automotive
earnings.  Ford has benefited from the highly successful renewal
of its pickup trucks that began in late 2003.  However, GM will be
renewing its pickups in one and a half years to two years, and
Toyota Motor Corp. will introduce a new full-size pickup
during this period.

Even with extensive efforts to renew its product offerings, Ford
continues to lose significant market share in North America.  The
company has sought to be disciplined in its pricing strategy and
selective in its discounting, but it cannot sustain market-share
losses indefinitely.

In addition, it is questionable whether Ford's relative
competitive standing has improved as a result of extensive cost-
cutting in its North American operations.  The company has
downsized operations through curtailing excess production
capacity, but the boost to its efficiency has been undermined by
market-share losses. It has significantly reduced the size of
its workforce, but total personnel costs have risen, in part due
to the soaring cost of its relatively generous health insurance
benefits.

Among its other challenges in North America is its relationship
with Visteon Corp. (B+/Watch Dev/--), Ford's ailing former
affiliate and largest supplier.  Ford continues to negotiate with
Visteon regarding yet another restructuring of the agreements
governing the relationship between the two companies.  S&P assumes
Ford will have to subsidize in some fashion a radical
restructuring of Visteon's operations, at a cost that could well
be greater than all the direct support it has already extended.

Altogether, Ford's other automotive operations are not mitigating
the difficulties it faces in North America.  Although sweeping
restructuring actions have recently returned the auto operations
in Europe and Latin America to minimal profitability, it is
questionable whether these units will contribute meaningfully to
earnings in the next few years.  At its Premier Automotive Group
-- through which the company hopes to expand its presence in
premium segments -- results have been mixed.  Given the mismatch
between their production and sales, the earnings of Volvo, Jaguar,
and Land Rover will remain highly subject to foreign currency
fluctuations, despite hedging efforts.

Ford continues to derive significant earnings from Ford Credit,
which has benefited from lower credit losses, improved performance
on lease residuals, and its still-low average funding cost. Also,
Ford Credit's reported results have benefited to an exaggerated
extent from a significant reduction in accruals for credit losses
and depreciation related to vehicles under operating leases.  With
the nonrecurrence of loss reserve reversals, the adverse effect of
rising interest rates, and the downsizing of Ford Credit's finance
assets outstanding, Ford Credit is unlikely to be able to sustain
earnings at recent record levels. However, we believe management's
targeted pretax earnings of more than $3 billion for 2005 (down
from $4.4 billion in 2004) should be achievable, and that Ford
Credit will be able to earn at least $2.5 billion per year on a
sustainable basis.

Ford's automotive cash flow has also been mediocre, totaling $1.0
billion in 2004.  Although S&P now assumes automotive cash flow
will be lower in 2005 than in 2004, Ford Credit is expected to
continue generating substantial cash, and dividends to the parent
of approximately $1.5 billion to $2.0 billion per year should be
sustainable.

Ford's capital structure is, on balance, consistent with the 'BB+'
rating.  However, Ford has a large, unfunded pension liability
that totaled $12.3 billion at year-end 2004. More troubling,
though, is Ford's massive unfunded retiree medical liability --
$32.4 billion at year-end 2004 -- which has continued to grow,
even with the benefit of the new Medicare prescription drug
program and VEBA contributions of $2.8 billion made during 2004.

Given the intense competitive pressures the company faces, Ford
has little leeway to curtail capital expenditures, which are
budgeted at about $7 billion for 2005.  Ford can monetize its
investment in Hertz Corp., the world's largest daily car rental
company and Ford's largest customer.  Management has recently
stated that it is evaluating long-term strategic alternatives for
Hertz.  Some cash could be saved by cutting the common dividend,
but management has not indicated that this is being considered--
and announcing a dividend cut could further fuel negative capital
market sentiments.

The rating reflects the assumption that it will be difficult for
Ford to improve its automotive profitability from the roughly
breakeven level anticipated for full-year 2005 (before special
charges, which S&P assumes will be substantial).  However, Ford's
financial performance has been extraordinarily volatile and
unpredictable.  Accelerating deterioration in the North American
market mix, intensifying price competition, poor acceptance of
Ford's future new products, labor strife, and/or a weakening of
the general economy could ultimately jeopardize the rating. If
Ford were able to roll back its health benefits through
negotiations with the United Autoworkers (UAW), this could reduce
its sizable personnel costs, a significant competitive
disadvantage.  However, S&P is skeptical about whether the UAW
would cooperate in such an effort.  Without modifications to its
health care benefits, though, containing growth in its retiree
medical liability through prefunding actions could consume the
bulk of Ford's surplus cash generated in the foreseeable
future.  Otherwise, management has alluded to new cost-cutting
initiatives, but the nature, extent, and ultimate efficacy of such
measures are unclear.

S&P assumes that, even without an investment-grade rating, Ford
Credit will have sufficient funding flexibility to carry on its
vital role of providing sales financing support to Ford.  Although
S&P has decided not to notch down Ford Credit's senior unsecured
issue ratings from its corporate credit rating at this juncture,
it could do so in the future.

Complete ratings information is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis system,
at http://www.ratingsdirect.com/ All ratings affected by this
rating action can be found on Standard & Poor's public Web site at
http://www.standardandpoors.com/under Credit Ratings in the left
navigation bar, select Find a Rating, then Credit Ratings Search.

                          *   *   *

As reported in the Troubled Company Reporter on April 11, 2005,
Ford Motor Co. delivered it's 2004 annual report on Form 10-K to
the Securities and Exchange Commission on March 10, 2005.  While
financial results show some improvements from 2003, the company's
performance has steadily declined over the past five years:

        Total Assets               Total Liabilities
        ------------               -----------------
   1998   $237.5 +++          1998   $213.5 +
   1999   $270.2 +++++        1999   $241.9 ++++
   2000   $284.4 +++++++      2000   $265.1 ++++++
   2001   $276.5 ++++++       2001   $268.1 ++++++
   2002   $295.2 +++++++      2002   $283.9 ++++++++
   2003   $310.7 +++++++++    2003   $298.4 +++++++++
   2004   $305.3 ++++++++     2004   $288.4 ++++++++

        Shareholder Equity         Current Assets
        ------------------         --------------
   1998    $24.0 +++++++      1998    $41.7 ++
   1999    $28.3 +++++++++    1999    $44.9 +++
   2000    $19.3 ++++         2000    $40.1 ++
   2001     $8.4 .            2001    $36.9 +
   2002    $11.3 .            2002    $48.6 ++++
   2003    $12.3 +            2003    $61.2 +++++++
   2004    $16.9 +++          2004    $59.2 +++++++

        Current Liabilities        Working Capital
        -------------------        ---------------
   1998   $106.9 ++++++       1998   ($65.2)
   1999   $115.5 +++++++      1999   ($70.6)
   2000   $114.9 +++++++      2000   ($74.8)
   2001    $93.9 ++++         2001   ($57.0)
   2002    $61.5 .            2002   ($12.9)
   2003   $112.7 +++++++      2003   ($51.5)
   2004   $122.8 ++++++++     2004   ($63.6)

        Leverage Ratio             Liquidity Ratio
        --------------             ---------------
   1998      8.9 .            1998      0.4 +++
   1999      8.5 .            1999      0.4 +++
   2000     13.7 +            2000      0.3 +++
   2001     31.9 +++++++      2001      0.4 +++
   2002     25.1 +++++        2002      0.8 +++++++
   2003     24.3 +++++        2003      0.5 +++++
   2004     17.1 +++          2004      0.5 ++++

        Net Sales                  Interest Expense
        ---------                  ----------------
   1998   $144.4 +++++        1998     $0.8 +++++
   1999   $160.6 +++++++      1999     $1.3 +++++++++
   2000   $170.1 ++++++++     2000     $1.4 +++++++++
   2001   $162.4 +++++++      2001     $1.4 +++++++++
   2002   $162.5 +++++++      2002     $1.4 +++++++++
   2003   $164.3 ++++++++     2003     $1.3 +++++++++
   2004   $171.6 ++++++++     2004     $1.2 ++++++++

        EBITDA                     Net Income
        ------                     ----------
   1998    $23.3 +++++++      1998    $22.0 +++++++
   1999    $24.9 ++++++++     1999     $7.2 ++
   2000    $24.1 ++++++++     2000     $3.4 +
   2001    $10.7 +++          2001    ($5.4)
   2002    $16.1 +++++        2002    ($1.0)
   2003    $15.9 +++++        2003    ($0.5)
   2004    $11.4 +++          2004     $3.5 +

        EBITDA Margin              Profit Margin
        -------------              -------------
   1998     16.1%++++++++     1998     15.2%+++++++
   1999     15.5%+++++++      1999      4.5%++
   2000     14.2%+++++++      2000      2.0%.
   2001      6.6%+++          2001     -3.3%
   2002      9.9%++++         2002     -0.6%
   2003      9.7%++++         2003     -0.3%
   2004      6.6%+++          2004      2.0%+

A free copy of Ford's latest annual report is available at:

http://www.sec.gov/Archives/edgar/data/37996/000095012405001427/k91869e10vk.
htm

Ford estimates that it manufactures and sells 21% of all cars
and trucks in the United States.  General Motors' market share
is about 28%; DaimlerChrysler captures 14%; Toyota's market share
is about 11%; and Honda accounts for another 8%.  U.S. automakers'
share of the U.S. market has declined steadily for the past five
years while Toyota, Honda, and other companies based in Europe,
Korea and Japan have steadily increased.

Ford employs approximately 327,500 workers.  Ford's $162 billion
in annual sales account for nearly 1-1/2% of the United States'
gross domestic product.  If Ford were a sovereign nation, it would
rank as the 28th-largest country according to 2003 data from the
World Bank -- larger than Finland, South Africa or Hong Kong, and
smaller than Poland, Indonesia or Greece.

Ford faces asbestos-related liability.  Plaintiffs allege various
health problems as a result of asbestos exposure, either from (i)
component parts found in older vehicles (ii) insulation or other
asbestos products in Ford's facilities or (iii) asbestos aboard
Ford's former maritime fleet.

Claims against the automaker have been rising:

        Date         Active Claims
        ----         -------------
      12/31/01   18,000  ++++++++++++
      12/31/02   23,000  +++++++++++++++++
      02/28/03   25,000  ++++++++++++++++++
      02/03/04   41,500  ++++++++++++++++++++++++++++++

Ford does not disclose the number of claims filed against it after
Feb. 3, 2004.  Ford says that while annual payout and related
defense costs in asbestos cases increased between 1999 and 2003,
those amounts were not significantly higher in 2004.


FRESENIUS MEDICAL: Renal Buy-Out Cues Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service placed all ratings of Fresenius Medical
Care AG and its parent Fresenius AG under review for possible
downgrade following FME's announcement that it has entered into a
definitive agreement to acquire Renal Care Group, Inc.

Total consideration for the acquisition is US$3.5 billion for
RCG's equity and US$500 million of assumed debt.  The acquisition
is expected to be entirely debt-financed through an extension of
the company's existing senior credit facility.

RCG is the fourth largest dialysis provider in the US, after FME,
DaVita (senior implied rating B1) and Gambro.  Pro forma for the
acquisition, FY04 revenues of the combined entity would have been
approximately US$7.5 billion, making it the largest player in the
worldwide dialysis market.  As of 31 March 2005 the two companies
served a total of 117,000 patients in c. 1,560 clinics in North
America and 158,000 patients in over 2,000 clinics worldwide.

Separately, FME also announced a proposed change to its corporate
legal structure from an Aktiengesellschaft (AG) to a
Kommanditgesellchaft auf Aktien (KGaA), and additionally its
intention to offer its preference shareholders the option to
convert into ordinary shares.

Concurrently the ratings of Fresenius AG have also been placed
under review as a result of the proposed acquisition of Renal Care
Group and the proposed change in corporate legal structure of FME.
Fresenius currently owns a total of 36.9% of the subscribed
capital (i.e. ordinary shares and preference shares) of FME and
fully consolidates FME into its accounts.  For the fiscal year
ended December 2004, FME accounted for 69% and 81% of Fresenius'
net sales and operating profit, respectively, and as a result, the
credit profile of FME is a key factor in Fresenius' rating.

In its review Moody's will focus on:

   (a) the credit metrics of FME pro forma for the acquisition of
       Renal Care Group and the company's future financial policy;

   (b) future growth prospects and operational strategy of the
       combined entity;

   (c) potential for integration risks as well as synergies as a
       result of the proposed transaction;

   (d) the proposed change in the corporate legal structure at FME
       and its impact on the control of the company by Fresenius.

Completion of the transaction will be subject to Renal Care
Group's shareholder approval and expiration of the waiting period
under the Hart-Scott Rodino Antitrust Improvements Act.

These ratings are placed under review for possible downgrade:

Fresenius Medical Care AG:

   * Senior implied rating of Ba1
   * Issuer rating of Ba1

FMC Trust Finance Sarl:

   * US$225 million senior subordinated notes due 2011 rated Ba2
   * US$200 million subordinated notes due 2011 rated Ba2

Fresenius Medical Care Capital Trust II:

   * US$450 million Trust Preferred Securities due 2008 rated Ba2
   * Fresenius Medical Care Capital Trust III:
   * DM 300 million Trust Preferred Securities due 2008 rated Ba2

Fresenius Medical Care Capital Trust IV:

   * US$ 225 million Trust Preferred Securities due 2011 rated Ba2

Fresenius Medical Care Capital Trust V

   * Euro 300 million Trust Preferred Securities due 2011 rated
     Ba2

Fresenius AG:

   * Senior implied rating of Ba1
   * Issuer rating of Ba1
   * Euro 300 million of senior notes rated Ba1

Fresenius Medical Care AG is the world's leading provider of
dialysis products and services.  For the fiscal year ended 31
December 2004, Fresenius Medical Care AG generated net revenues of
US$ 6,228 million.

Fresenius AG is a global health care company with products and
services for dialysis (through Fresenius Medical Care),
international healthcare services and facilities management
(Fresenius ProServe) and nutrition and infusion therapies
(Fresenius Kabi).  For the fiscal year ended 31 December 2004,
Fresenius AG generated consolidated sales of Euro 7,271 million.


GENERAL MOTORS: S&P Cuts Ratings & Says Outlook is Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long- and short-
term corporate credit ratings on General Motors Corp. (GM),
General Motors Acceptance Corp. (GMAC), and all related entities
to 'BB/B-1' from 'BBB-/A-3'.  The rating outlook is negative.
Consolidated debt outstanding totaled $291.8 billion at March 31,
2005.

The downgrade to non-investment-grade reflects S&P's conclusion
that management's strategies may be ineffective in addressing GM's
competitive disadvantages. Still, GM should not have any
difficulty accommodating near-term cash requirements.  The effort
by Kirk Kerkorian's Tracinda Corp. to increase its ownership stake
in GM represents an additional uncertainty; however, this is not a
factor at all in the current rating action.

Of greatest immediate concern is that GM's sport utility vehicles
(SUVs) will no longer be as profitable as they have been in recent
years.  "GM's financial performance has been heavily dependent on
the profit contribution of its SUVs," said Standard & Poor's
credit analyst Scott Sprinzen.  "Recently, though, sales of its
midsize and large SUVs have plummeted, and industrywide demand has
evidently stalled, partly because of high gas prices. Also,
competition has intensified due to a proliferation of new SUVs,"
he continued.  GM has suffered from the aging of its SUV product
line, which will be replaced by a family of new products during
2006 and 2007 -- when Ford Motor Co. will be doing the same.

Moreover, competition could intensify in full-size pickups -- GM's
only other major source of automotive earnings.  Although GM will
be renewing its pickups in one and a half years to two years,
Toyota Motor Corp. will introduce a new full-size pickup during
this period.

Even with extensive efforts to renew its products, GM continues to
lose market share in North America, despite an aggressive pricing
strategy -- and S&P believes the company's reliance on discounts
has itself been detrimental to its brand equity.

In addition, it is questionable whether GM's relative competitive
standing has improved as a result of extensive cost-cutting in its
North American operations.  The company has downsized operations
through curtailing excess production capacity, but the boost to
its efficiency has been undermined by market-share losses.  The
company has significantly reduced the size of its workforce, but
total personnel costs have risen, due in part to the soaring cost
of its relatively generous health insurance benefits.

Altogether, GM's overseas automotive operations are not mitigating
the difficulties the company faces in North America.  GM has been
unprofitable in Europe since 1999, and its losses there this year
will likely be substantial, even before taking account of costs
related to yet another round of restructuring actions.  GM had
until recently been highly profitable in China, but it is now
suffering from weak demand in that region. This decline could
prove temporary, but it underscores the volatility of that market,
where virtually all the world's automakers are investing heavily
to expand their presence.

GM continues to derive significant earnings from GMAC, which has
benefited in recent years from low credit losses and improving
lease residual realizations.  However, as interest rates have
risen, GMAC's sales finance earnings have recently weakened
markedly from the exceptional levels of 2003 and 2004.

GM's overall earnings have recently deteriorated precipitously.
GM incurred an alarming $1.1 billion net loss in the first quarter
of 2005.  S&P believes profitability could remain poor for the
rest of this year, and prospects for a return to adequate
profitability in the next few years are becoming increasingly
uncertain. Although GM has substantial cash reserves, its ability
to withstand persistent poor financial performance is not
unlimited.  S&P now expects consolidated parent-level cash outflow
to be in excess of $5 billion this year.

Unless the automotive operations' cash generating ability
improves, GM's burdensome postretirement benefit obligations could
become even more onerous.  Even with $9 billion of VEBA
contributions made during 2004, favorable investment portfolio
returns, and the estimated $4 billion benefit of the new
Medicare prescription drug program, its unfunded retiree medical
liability increased to $61 billion at year-end 2004 from the
already massive $57 billion at year-end 2003.

GM's financial performance has proven to be volatile and
unpredictable.  Accelerating deterioration in the North American
market mix, intensifying price competition, poor acceptance of
GM's future new products, labor strife, and/or a weakening of the
general economy could ultimately jeopardize the rating.  If GM
were able to roll back its health insurance benefits, this could
reduce a significant competitive disadvantage; however, S&P is
skeptical about whether the company's principal labor union, the
United Autoworkers, will cooperate with this.  Otherwise,
management has alluded to new cost-cutting initiatives, but the
nature, extent, and ultimate efficacy of such measures
are unclear.

S&P assumes that, even without an investment-grade rating, GMAC
will have sufficient funding flexibility to carry on its vital
role of providing sales financing support to GM.  Although GMAC
will likely be more reliant on ABS funding, its future borrowing
capacity in the unsecured term debt market is unclear.  If GMAC
remains heavily dependent on ABS funding, this would be
detrimental to the asset protection for unsecured debtholders.
Although S&P has decided not to notch down GMAC's senior unsecured
issue ratings from its corporate credit rating at this juncture,
it could still do so in the future.

Given the advantages to a finance company of having a higher
credit rating, GM could restructure the relationship between
itself and GMAC to allow GMAC to receive a higher rating. Elements
of such a plan might include the sale of a significant ownership
stake in GMAC to a third party, installation of independent board
members, and the inclusion of relatively comprehensive and
restrictive financial covenants in borrowing agreements. However,
the nature of the ongoing business ties between GM and GMAC would
still need to be considered and would likely preclude more than a
one-notch rating differential between the two.  In the absence of
sufficient steps to restructure the relationship between them,
GMAC's rating will remain equalized with GM's.  S&P is not
reassessing its criteria for viewing such parent/subsidiary
situations, nor does it see any grounds for making a special
exception for GM and GMAC.


Complete ratings information is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis system,
at http://www.ratingsdirect.com/ All ratings affected by this
rating action can be found on Standard & Poor's public Web site at
http://www.standardandpoors.com/under Credit Ratings in the left
navigation bar, select Find a Rating, then Credit Ratings Search.

                          *   *   *

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's largest producer of cars and light trucks. GMAC, a
wholly-owned subsidiary of GM, provides retail and wholesale
financing in support of GM's automotive operations and is one of
the worlds largest non-bank financial institutions.

As reported in the Troubled Company Reporter on April 11, 2005,
General Motors Corp. delivered it's 2004 annual report on Form
10-K to the Securities and Exchange Commission on March 16, 2005.
While financial results show some improvements from 2003, the
company's performance has steadily declined over the past five
years:

        Total Assets               Total Liabilities
        ------------               -----------------
   1998   $246.6 +            1998   $230.8 +
   1999   $274.7 ++           1999   $253.2 +
   2000   $303.1 +++          2000   $272.0 ++
   2001   $323.9 ++++         2001   $303.5 +++
   2002   $370.1 +++++        2002   $363.0 +++++
   2003   $449.9 ++++++++     2003   $424.4 +++++++
   2004   $482.0 +++++++++    2004   $453.9 ++++++++

        Shareholder Equity         Current Assets
        ------------------         --------------
   1998    $15.8 ++           1998   $119.7 .
   1999    $21.5 ++++         1999   $132.3 +
   2000    $31.1 ++++++++     2000   $144.3 +
   2001    $20.4 ++++         2001   $157.6 ++
   2002     $7.1 .            2002   $230.2 +++++
   2003    $25.5 ++++++       2003   $274.7 ++++++
   2004    $28.1 +++++++      2004   $306.4 ++++++++

        Current Liabilities        Working Capital
        -------------------        ---------------
   1998    $50.2 .            1998    $69.5 ++++
   1999    $57.3 .            1999    $75.0 +++++
   2000   $139.8 ++++++       2000     $4.5 .
   2001   $121.1 +++++        2001    $36.5 ++
   2002   $134.1 ++++++       2002    $96.1 ++++++
   2003   $152.9 +++++++      2003   $121.8 ++++++++
   2004   $170.5 ++++++++     2004   $135.9 +++++++++

        Leverage Ratio             Liquidity Ratio
        --------------             ---------------
   1998     14.6 +            1998      2.4 +++++++++
   1999     11.8 .            1999      2.3 +++++++++
   2000      8.7 .            2000      1.0 ++++
   2001     14.9 +            2001      1.3 +++++
   2002     51.1 ++++++++     2002      1.7 ++++++
   2003     16.6 +            2003      1.8 +++++++
   2004     16.2 +            2004      1.8 +++++++

        Net Sales                  Interest Expense
        ---------                  ----------------
   1998   $147.8 ++++         1998     $6.6 +++++++
   1999   $167.3 ++++++       1999     $7.7 ++++++++
   2000   $184.6 ++++++++     2000     $0.8 .
   2001   $177.2 +++++++      2001     $0.7 .
   2002   $177.3 +++++++      2002     $0.4 .
   2003   $185.8 ++++++++     2003     $1.7 +
   2004   $193.5 +++++++++    2004     $2.4 ++

        EBITDA                     Net Income
        ------                     ----------
   1998    $17.4 +++++        1998     $2.9 ++++
   1999    $21.7 +++++++      1999     $6.0 +++++++++
   2000    $21.3 +++++++      2000     $4.4 +++++++
   2001    $15.1 +++++        2001     $0.6 .
   2002    $14.6 ++++         2002     $1.7 ++
   2003    $18.7 ++++++       2003     $3.8 ++++++
   2004    $17.8 +++++        2004     $2.8 ++++

        EBITDA Margin              Profit Margin
        -------------              -------------
   1998     11.8%+++++        1998      2.0%++++
   1999     13.0%++++++       1999      3.6%++++++++
   2000     11.5%+++++        2000      2.4%+++++
   2001      8.5%++++         2001      0.3%.
   2002      8.2%++++         2002      1.0%++
   2003     10.1%+++++        2003      2.0%+++++
   2004      9.2%++++         2004      1.4%+++

A free copy of GM's latest annual report is available at:

http://www.sec.gov/Archives/edgar/data/40730/000004073005000050/final10k0315
05.txt

General Motors -- the world's largest car maker -- manufactures
and sells 28% of all cars and trucks in the United States.  Ford's
market share is about 21%; DaimlerChrysler captures 14%; Toyota's
market share is about 11%; and Honda accounts for another 8%.
U.S. automakers' share of the U.S. market has declined steadily
for the past five years while Toyota, Honda, and other companies
based in Europe, Korea and Japan have steadily increased.

GM employs approximately 324,000 workers.  GM's $193 billion in
annual sales account for nearly 1-3/4% of the United States' gross
domestic product.  If GM were a sovereign nation, it would
rank as the 26th-largest country according to 2003 data from the
World Bank -- larger than Greece, Finland or South Africa, and
smaller than Denmark, Poland or Indonesia.

GM faces asbestos-related liability.  GM says most of the cases
involve brake products that incorporated small amounts of
encapsulated asbestos.  These products, generally brake linings,
are known as asbestos-containing friction products.  GM says the
scientific data shows these asbestos-containing friction products
are not unsafe and do not create an increased risk of asbestos-
related disease.

Notwithstanding GM's arguments about science, the Company's seen
an increase in the number of asbestos-related personal injury
claims.  "A growing number of auto mechanics are filing suit
seeking recovery based on their alleged exposure to the small
amount of asbestos used in brake components," the Company says.

GM's annual expenditures associated with the resolution of these
claims decreased last year after increasing in nonmaterial amounts
in recent years, but the amount expended in any year is highly
dependent on the number of claims filed, the amount of pretrial
proceedings conducted, and the number of trials and settlements
which occur during the period.


GMAC COMMERCIAL: Fitch Affirms Four Low-B Ratings
-------------------------------------------------
Fitch Ratings upgrades GMAC's Commercial Mortgage Securities,
Inc.'s commercial mortgage pass-through certificates, series
1998-C1:

        -- $28.8 million class B to 'AAA' from 'AA+';
        -- $64.7 million class C to 'AAA' from 'AA';
        -- $75.5 million class D to 'A+' from 'A';
        -- $68.3 million class E to 'BBB+' from 'BBB';
        -- $43.1 million class F to 'BBB' from 'BBB-'.

In addition, Fitch affirms these classes:

        -- $626.8 million class A-2 'AAA';
        -- $32.4 million class G 'BB+';
        -- $25.2 million class H 'BB';
        -- $14.4 million class J 'B';
        -- $25.2 million class K 'B-';
        -- Interest only class X 'AAA';

The $14.4 million class L and $10.8 million class M certificates
remain 'CCC'.

Fitch does not rate the $10 million class N certificates.  The
class A-1 certificates have been paid in full.

The ratings upgrades are the result of stable loan performance and
paydown.  As of the April 2005 distribution date, the pool's
aggregate certificate balance has decreased 27.61% to $1.04
billion from $1.438 billion at issuance. Of the original 181
loans, 138 remain outstanding in the pool.

There are eight loans (22.04%) with the special servicer included
the largest loan in the transaction.  Fitch expects losses from
loans currently in special servicing to be absorbed by classes N
and M.

The largest loan (18.74%) in special servicing is Senior Living
Properties is collateralized by a pool of 72 healthcare properties
located in various states and remains current.  The borrowers
filed for bankruptcy protection in May 2002.  The loan was
modified during bankruptcy to allow for the sale or refinance of
the properties with the sale proceeds applied to the paydown the
loan.  The loan is backed by a surety bond, which has been
guaranteed by Centre Reinsurance.  The surety bond will continue
to make debt service payments until the loan's maturity in 2008.
Fitch closely monitors Centre's financial strength as well SLP's
efforts to sell or refinance the properties.

The second largest specially serviced loan (.93%) is a healthcare
property in Irving, Texas.  The loan transferred to the special
servicer in November 2004 when the borrower was unwilling to fund
the negative cash flow of the property.  The borrower has
requested a discounted payoff or modification of the loan.  The
special servicer continues to negotiate with the borrower to
maximize the value of the asset.

Hypothetical stress scenarios were applied to the trust, where
specially serviced and other loans that concerned Fitch as having
the potential to become problematic were assumed to default. Even
under these stress scenarios, the resulting subordination levels
remain sufficient to affirm the current ratings.

Fitch continues to monitor the SLP loan closely, as well as the
other loans of concerns.


GMAC COMMERCIAL: Fitch Affirms Six Mortgage Certificate Classes
---------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc.'s mortgage pass-through
certificates, series 2001-C1 are downgraded by Fitch Ratings:

    -- $4.3 million class O to 'CC' from 'CCC'.

In addition, Fitch affirms these classes:

    -- $42 million class A-1 'AAA';
    -- $546.8 million class A-2 'AAA';
    -- Interest-only class X-1 'AAA';
    -- Interest-only class X-2 'AAA';
    -- $41 million class B 'AA+';
    -- $32.4 million class C 'A+';
    -- $13 million class D 'A';
    -- $17.3 million class E 'BBB+';
    -- $13 million class F 'BBB';
    -- $13 million class G 'BBB-';
    -- $25.9 million class H 'BB+';
    -- $6.5 million class J 'BB';
    -- $6.5 million class K 'BB-';
    -- $13 million class L 'B+';
    -- $4.3 million class M 'B';
    -- $4.3 million class N 'B-'.

Fitch does not rate the $4.3 million class P certificates.

The downgrade of class O is the result of the expected losses from
the specially serviced loans which will have a negative impact on
the credit enhancement level of the class.  As of the April 2005
distribution date, the pool's aggregate principal balance has been
reduced 8.9%, to $787.5 million from $864.1 million at issuance.
Of the original 101 loans, 99 remain outstanding.

Currently, four loans (2.9%) are in special servicing, with losses
projected on three loans.  The largest specially serviced loan
(1.3%) is a 375-unit multifamily property located in Mesquite,
Texas, and is real estate owned.  Property management is
attempting to increase occupancy at the property, which as of
February 2005 was 83%.

The second largest specially serviced loan (0.81%) is secured by
an office property in Dallas, Tex.  The property is also REO and
listed for sale. Several investors have expressed interest, and
the special servicer continues to explore purchase offers to
maximize the value of the property.


GRASSY CREEK: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Grassy Creek, LLC
        P.O. Box 610
        Heber City, Utah 84032

Bankruptcy Case No.: 05-26588

Chapter 11 Petition Date: April 26, 2005

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: Harold D. Mitchell, Esq.
                  324 North Main Street
                  Spanish Fork, Utah 84660
                  Tel: (801) 798-3574

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sovereen, Kent                Loan                      $395,000
1010 West 850 South
Woods Cross, UT 84007

Hundley, Rodney C.            Loan                      $250,000
1860 Siggard Drive
Slat Lake City, UT 84106

Nilson, Darrell               Loan                      $250,000
6440 South Wasatch Boulevard
Salt Lake City, UT 84106

Central Bank & Millenium      Loan                      $130,000

Carlson-Howe                  Loan                       $75,000

Smith, Gary V.                Loan                       $65,000

Blazzard Lumber Co.                                      $60,000

Nilson, Brett                 Finders fee                $50,000

B.T. Gallegos Construction    Contractor's claim         $48,000

Baker Homes, Inc.             Loan                       $38,000

Iris, Mike & Sally            Loan                       $35,000

Geneva Concrete               Contractor                 $28,000

Beynon, Dell                  Contractor                 $12,000

Martineau, Ray G.             Legal fees                 $11,000

Kamas City                    Development agreement      $10,000


GREENBRIER COMPANIES: Moody's Rates $175M Senior Notes at B1
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to $175 million of
senior notes proposed to be issued by The Greenbrier Companies, a
Ba3 senior implied rating, and a SGL-2 Speculative Grade Liquidity
Rating.  The outlook is stable.

The rating reflects:

   (1) Greenbrier's position as the leading supplier of double-
       stack railcars, which are used in the high growth
       Intermodal business,

   (2) the high backlog as rail car orders remain strong for
       Greenbrier and the industry, and

   (3) the steady operating cash flow expected from the leasing
       and rail services operations.

The company's record of profitability throughout the recent
downturn and relatively moderate level of financial leverage given
its lease portfolio also support the ratings.

These strengths are balanced by:

   (1) the expectation of negative free cash flow driven by
       increased working capital needs and growth in the lease
       portfolio,

   (2) the need to begin replacing the large number of older rail
       cars that support its leasing operations, and

   (3) the relatively short maturity of its leases.

The company also faces the risks associated with the high
concentration of revenues from key customers as well as the
limited number and concentration of key suppliers.  Also factored
into the ratings are the competitive challenges facing all three
of Greenbrier's units from other larger companies, and certain
aspects of governance including low board independence, limited
direct financial expertise among directors, and succession
planning issues for the board and for senior management.

The stable outlook anticipates increased operating profit in the
near term as the railcar manufacturing unit makes deliveries on
its strong backlog of orders and the longer term stability of cash
flow from the company's lease portfolio and services business.
Moody's also expects the leasing and service operations could
somewhat offset the highly cyclical nature of the railcar
industry.

The rating or the outlook could be pressured down should
Greenbrier lose a key customer or supplier and be unable to
replace that revenue or supply quickly, or if the company
undertakes a material debt-financed expansion project or an
acquisition, particularly if the acquisition poses integration
risk.  The rating could also be pressured if the company rapidly
expands the lease portfolio or the portfolio quality of the
current portfolio deteriorates, or does not generate positive free
cash flow as the railcar production cycle moves to its peak.

The rating or outlook could be raised if Greenbrier is able to
meaningfully reduce its customer concentration, and can produce a
sustainable manufacturing gross margin greater than 13% with
strong portfolio characteristics of the lease assets.

The ability to sustain consolidated interest coverage greater than
6x with the ratio of consolidated adjusted debt to EBITDAR at less
than 3.5x would also be important factors for any positive rating
action.  In addition, improving corporate governance by increasing
the percentage of independent directors to at least the average of
other similarly sized corporations and by adding directors with
direct financial or audit skills to the board, and improving the
mix and availability of suppliers could be favorably factored into
the rating.

The SGL-2 rating reflects good quality liquidity with the
expectation that the company will be able to fund its near-term
cash requirements from operations or with cash on hand following
the sale of the senior notes.  Moody's expects modestly negative
free cash flow over the near term, largely driven by higher
working capital needs and by investment in new leases.  The new
senior notes will provide additional cash, which Moody's expects
to be sufficient to fund operating and debt maturity needs over
the near term.  The bank revolver is sized adequately for the
company's needs, and includes a portion specifically allocated for
Canadian operations.  The company has limited other alternatives
to raise cash however, as substantially all the domestic assets
are pledged to the bank lenders.

                      Railcar Manufacturing

Moody's notes that the company operates in three business lines
serving primarily the Class I railroads.  Each operation --
railcar manufacturing, leasing, and services -- competes against
other firms that are substantially larger and better capitalized
than Greenbrier.  Nonetheless, the company has operated profitably
throughout the last cycle, and has become the leader in double-
stack intermodal cars with about a 60% market share.  Intermodal
traffic has grown sharply for the railroads, and we expect the
railroads to invest heavily over time to meet demand for this
high-growth segment.  Greenbrier also produces heavy-weight
boxcars.  Both double-stack cars and the heavy boxcars are
currently in demand and Greenbrier's backlog is now at is highest
level since 1998, just before the last cyclical peak of railcar
production.

In Moody's view, Greenbrier is unlikely to maintain its market
share nor fully participate in the growth of the railcar segment
as the company is nearing its practical production capacity with
no near-term plans to expand capacity.  The company's production
facilities are old and the company's capital spending has been
quite modest for several years.  As well, it is possible that
margins may come under pressure from production inefficiencies as
the company pushes incremental production through an ageing
system.  Since a substantial portion of the railcar parts are
sourced through suppliers, it is possible the company may pursue
co-production or assembly arrangements with suppliers or other
manufacturers, including facilities outside of the U.S.  However,
that could take some time to arrange and may extend beyond the
current railcar production peak.

                           Leasing Unit

Moody's also notes Greenbrier's finance unit is a stand-alone
operation, rather than a captive finance company primarily
supporting Greenbrier's manufacturing operation.  Any warehousing
of railcars (cars that are finished and awaiting final delivery or
financing) is separated from finance operations.  This accounts
for the relatively large inventory position of the company.

With less than 10,000 cars under lease, the leasing unit is
comparatively small and other competitors have access to
considerably more capital than Greenbrier and have a broader
portfolio.  Greenbrier has remained profitable by successfully
pursuing a niche strategy in leasing.  The portfolio has some
concentration risk as a result, however.  The majority of the cars
are either box cars or flatcars, with an average age of over 10
years, and the average remaining term on the leases is relatively
short.  Net charge-offs have been modest so the principal risk is
re-leasing once the current lease expires.  Notably, Greenbrier
has a high concentration of lease exposure as three lessees
comprise nearly half of the lease assets.  The biggest of these,
Union Pacific, has advised the company of its intent to purchase
the cars upon expiry of the lease term, so Greenbrier will need to
replace about one-third of its leases to retain the same level of
units on lease.  As well, about one-third of the leases are on a
'per-diem' basis of short-term leases, which is a common practice
in the railroad industry.  Taken together, about two-thirds of
Greenbrier's leases are at risk for re-leasing. Consequently, the
lease portfolio, and its cash flow stream, has the potential to
run down quickly unless Greenbrier can aggressively seek new
assets.  The company is addressing this issue, and the recently
announced arrangement with Babcock & Brown to jointly originate
and service lease assets reflects that attention.

                        Equity Offering

In addition to the debt financing, Greenbrier plans a primary
offering of common stock.  However, the equity offering will have
no credit effect on the company as the proceeds are expected to be
used to purchase a substantial portion of the shares currently
held by the estate of a co-founder and the former Greenbrier
chairman (Mr. James), as well as about half the shares held by the
other co-founder, who is the current CEO.  Part of the agreement
for the company to purchase the Estate's stock position is that
the Estate also ends the litigation against the directors
initiated by Mr. James before his death.  While the suit alleged
the board adopted a shareholders' rights plan that conflicted with
the shareholders' agreement to which he was a party, Moody's
understands that there had been longer disagreement between Mr.
James and the directors over the strategic direction of the
company.  Mr. James separately initiated an investigation over
treatment of the reserves for its European investments, although
the company disclosed that the firm hired by Mr. James reported no
irregularities and the company has written off most of its
European assets.  It remains to be seen, however, how these
challenges could have affected Greenbrier's operations or
investment practices, or certain of Greenbrier's long serving
managers.  As well, the board could be challenged by succession
planning, not just of the CEO but the entire senior management
group which averages 18 years of service to the company and the
board itself, with an average age of the outside directors of 68
years.  As well, the board has a relatively low level of
independent directors, and there is limited direct financial or
audit experience among its directors.

For the last twelve months ended February 28, 2005, Greenbrier
generated revenue of $901 million with EBIT of $53 million.  Less
than 10% of revenue is from leasing operations, but that operation
generates approximately half of the consolidated EBIT and
contributes substantially to the net income.

Pro-forma for the new senior notes and net of anticipated debt
repayment, consolidated debt at February 28, 2005 (at 2Q, 2005)
would have been approximately$250 million.  Adjusting for the
Participation (a profit sharing arrangement on the leasing
portfolio), redeemable shares and the operating leases produces
adjusted debt level of approximately $317 million.  The pro-forma
ratio of adjusted debt to EBITDAR was 3.7x.  Greenbrier does not
have a defined benefit plan in the U.S. and only a small funding
obligation in Canada.

          Deconsolidation of the Finance Company Assets

To reflect the different businesses, Moody's deconsolidated the
finance company operations from the reported financial statements
by capitalizing the finance assets at a relatively conservative
ratio of debt to equity of 1:1. Pro-forma for the senior notes
offering, this resulted in a more elevated leverage ratio for the
manufacturing-alone operations with an adjusted debt to EBITDAR
estimated at 4.8x LTM as of February 28, 2005.  Interest coverage
on a LTM was calculated at 4.7x, although further adjusting for
the full year effect of the negative carry on the higher debt
level (an incremental $67 million of debt at an estimated 4%
negative carry) would reduce interest coverage ratio to an
estimated 3.5x.

Reported free cash flow LTM as of February 28, 2005 was a negative
$52 million reflecting a large use of working capital in the
manufacturing operation and stepped up investment in lease assets.
This negative free cash flow was partially offset by equipment
sales, which occur in the normal course of business.  Moody's
anticipates negative free cash flow over the near term from higher
receivables and inventory associated with the rising sales and the
company's ongoing efforts to add to its lease portfolio to replace
the run-off.  Moody's anticipates this shortfall will be funded
with the proceeds from the senior notes offering, with little
usage of the $125 million revolver.

                          Debt Financing

According to Moody's, Greenbrier's proposed debt restructuring
will simplify its debt structure, provide stability to its capital
base and improve liquidity.  Proceeds from the senior notes will
be used to repay much of the debt issued by several different
subsidiaries of the company.  Although some unsecured subsidiary
debt will remain outstanding, the senior notes and the new bank
facility will be guaranteed on a senior unsecured basis by the
company's domestic subsidiaries.  The senior notes will be
effectively subordinated to secured debt of the company,
principally the bank revolving credit.  The bank revolving credit
(not rated), which will refinance the company's bank loan, will
consist of a new five-year revolving credit with $105 million of
availability in the U.S. and C$25 million of availability in
Canada.  The revolver will be secured by substantially all
domestic assets of the company and also guaranteed by
substantially all the domestic subsidiaries.  The revolver will
contain covenants requiring a minimum level of net worth and
minimum fixed charge coverage, and a maximum level of debt to
capital, as defined.

Ratings assigned:

   * The Greenbrier Companies, Inc.

     -- senior notes rating at B1;
     -- senior implied at Ba3,
     -- Speculative Grade Liquidity rating at SGL-2

The Greenbrier Companies, Inc., based in Lake Oswego Oregon,
provides railroad services to the Class I railroads including
railcar manufacturing, leasing and equipment maintenance.


GREENBRIER COS: S&P Rates Proposed $175MM Sr. Unsec. Notes at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services said today that it assigned its
'BB-' corporate credit rating to freight car manufacturer
Greenbrier Companies Inc. At the same time, Standard & Poor's
assigned a 'B+' rating to the company's proposed $175 million
senior unsecured notes due 2015, which will be sold under SEC Rule
144A with registration rights.  The rating outlook is stable.

"The ratings on Lake Oswego, Oregon-based Greenbrier reflect a
weak business risk profile due to the volatility of the freight
car manufacturing industry, as well as Greenbrier's limited
customer and product diversity and its aggressively leveraged
balance sheet," said Standard & Poor's credit analyst Paul Kurias.
"The ratings also consider the benefits of Greenbrier's more
stable (albeit small) leasing and service businesses, its strong
market position in the intermodal railcar market, and favorable
demand from the key U.S. market."

The company's freight car business, representing about 75% of its
fiscal 2004 revenue, is focused largely on the manufacture of
intermodal cars for railroad customers.  The leasing business
represents about 10% of 2004 revenue, while smaller businesses,
including repair and refurbishment of railcars, generated 11%.
Greenbrier has good geographic diversity, with about half its
revenues derived from outside the U.S.  Nonetheless, demand for
its key products is highly volatile because of swings in end-
market demand.  Revenue declined 38% in fiscal 2002 from 2001, but
then increased about 100% between fiscals 2002 and 2004.  Because
of this revenue volatility and the company's moderate operating
leverage, EBITDA has varied, ranging from $31 million in fiscal
2002 to $68 million in fiscal 2004.

Greenbrier's competitive strengths include its leadership in a
strong market and, more recently, its ability to control
fluctuations in raw material costs by passing on cost increases.
However, the company has a meaningful customer concentration, with
its top two customers accounting for about half of revenue.  This
limits Greenbrier's pricing power.


HARTLEY OF ILLINOIS: Case Summary & 21 Largest Known Creditors
--------------------------------------------------------------
Debtor: Hartley of Illinois, Inc.
        Route 68 South
        P.O. Box 398
        Ravenswood, West Virginia 26164

Bankruptcy Case No.: 05-21263

Type of Business: The Debtor manufactures specialty cleaning and
                  polishing products.  Hartley of Illinois, Inc.,
                  is affiliated with Hartley Oil Company, which
                  filed for chapter 11 protection on Sept. 15,
                  2004 (Bankr. S.D. W.Va. Case No. 04-22469).

Chapter 11 Petition Date: April 28, 2005

Court: Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  Caldwell & Riffee
                  P.O. Box 4427
                  Charleston, West Virginia 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193

                       - and -

                  Marshall C. Spradling, Esq.
                  100 Capitol Street, Suite 1110
                  Charleston, West Virginia 25301
                  Tel: (304) 343-2544
                  Fax: (304) 343-2546

Estimated Assets: $1 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 21 Largest Known Creditors:

Entity                                      Claim Amount
------                                      ------------
Ameren IP                                        Unknown
P.O. Box 511
Decatur, IL 62525

American Casting                                 Unknown
51 Commercial Street
Plainview, NY 11803

American Express TBS                             Unknown
501 Avery Street, Suite 9000
UNB Square
Parkersburg, WV 26101

BOC Gases                                        Unknown
P.O. Box 371914
Pittsburgh, PA 15251

Bowman's Medical Center Pharmacy                 Unknown
1614 East Norris Drive
Ottawa, IL 61350

Donald J. Lamps                                  Unknown
LaSalle County Tax
707 East Etna Road Box 1560
Ottawa, IL 61350

DOT Rail Service, Inc.                           Unknown
P.O. Box 361
LaSalle, IL 61301

Financial Federal Credit, Inc.                   Unknown
4225 Naperville Road, Suite 265
Lisle, IL 60532

Hartley Oil Company                              Unknown
P.O. Box 398
Ravenswood, WV 26164

Hicksgas Marseilles, Inc.                        Unknown
P.O. Box 127
Marselles, IL 61341

I.V. Net, LLP                                    Unknown
P.O. Box 297
Peru, IL 61354

IBM                                              Unknown
330 North Wabash Avenue
Chicago, IL 60611

Industrial Rubber Products Co.                   Unknown
P.O. Box 2348
Charleston, WV 25328

Modern Business Services                         Unknown
P.O. Box 754
Ottawa, IL 61350

National City                                    Unknown
P.O. Box 856176
Louisville, KY 40285

Ottawa Medical Center, P.C.                      Unknown
1614 East Norris Drive
Ottawa, IL 61350

Phil Southall                                    Unknown
Crooked Run Road
Sandyville, WV 27275

Rental Pros LLC                                  Unknown
409 East Stevenson Road
Ottawa, IL 61350

Rockford Industrial Welding Supply               Unknown
1050 Nimco Drive
Crystal Lake, IL 60014

SBC                                              Unknown
P.O. Box 5072
Saginaw, MI 48605

Town & Country Disposal                          Unknown
P.O. Box 704
Ottawa, IL 61350


HAWK CORP: First Quarter Net Sales Climb 19.6% to $72.1 Million
---------------------------------------------------------------
Hawk Corporation (Amex: HWK) reported $72.1 million of net
sales in the first quarter ended March 31, 2005, an increase
of $11.8 million or 19.6%, from $60.3 million in the comparable
prior year period.  Income from operations for the first quarter
of 2005 increased $0.9 million, or 15.8%, to $6.6 million from
$5.7 million in the comparable prior year period.

Included in the Company's income from operations in the first
quarter of 2005 are $0.7 million of restructuring costs relating
to the previously announced move of one of its friction products
manufacturing facilities to Oklahoma and $1.1 million of charges
related to the previously disclosed forgiveness of the remaining
balance of shareholder loans outstanding. In the first quarter
of 2004, income from operations included loan forgiveness costs
of $0.7 million. Operating income before these charges was
$8.4 million in the first quarter of 2005, an increase of 31.3%,
or $2.0 million, from $6.4 million in the comparable prior year
period.

Net sales in the first quarter of 2005 were $72.1 million, a new
quarterly record for the Company, compared to $60.3 million in the
comparable prior year period. Double digit percentage increases
were posted in each of the Company's business segments, with sales
increases of 25.1% in the friction products segment, 10.7% in the
precision components segment and 16.7% in the performance racing
segment. The effect of foreign currency exchange rates accounted
for 1.2% of the total 19.6% net sales increase during the quarter.

In the first quarter of 2005, the Company's net sales benefited
from new business awards and continued improved economic
conditions in most of the Company's end markets, particularly in
construction, heavy truck, specialty friction, fluid power,
aerospace and automotive.

Income from operations in the first quarter of 2005 increased to
$6.6 million compared to $5.7 million in the comparable period of
2004. The improved operating income was primarily the result of
increased sales volumes, product mix and continued implementation
of lean manufacturing and cost reduction programs throughout the
organization. This improvement in operating income occurred
despite the restructuring and loan forgiveness costs.

The Company reported income from continuing operations, after
income taxes, of $1.9 million, or $0.20 per diluted share, for the
first quarter of 2005 compared to $1.8 million, or $0.20 per
diluted share in the comparable prior year period. The reported
income from continuing operations, after income taxes of $0.20 per
diluted share includes loan forgiveness costs of $1.1 million
($0.7 million, net of tax), or $0.08 per diluted share, and
restructuring costs relating to the move of one of its friction
products manufacturing facilities of $0.7 million ($0.5 million,
net of tax), or $0.05 per diluted share. In the first quarter of
2004, the Company reported income from continuing operations,
after income taxes of $0.20 per diluted share including a charge
of $0.7 million ($0.5 million net of tax), or $0.05 per diluted
share, in loan forgiveness costs associated with a partial
forgiveness of shareholder loans.

The first quarter 2005 results reflected the Company's full year
anticipated effective tax rate of 50.9%. This rate is higher than
the 39.0% used by the Company to compute its effective tax rate in
the first quarter of 2004. However, the 2005 full year anticipated
effective tax rate of 50.9% compares favorably to the Company's
2004 full year effective tax rate of 66.1%. The decrease in the
full year effective tax rate for 2005 is substantially driven by
the impact of tax rate differences on the expected full year
foreign income and domestic losses to be incurred by the Company
in 2005 as well as the impact on the effective tax rate of the
repayment by the Company of certain state tax credits in 2004.

Ronald E. Weinberg, Hawk's Chairman and CEO, said, "I am pleased
with our first quarter results as we continue to exert our
leadership position in the markets that we serve. Our end markets
remain strong, we continue to gain market share with the
introduction of new products and the roll out of new technology
initiatives in both our friction products and precision component
businesses, providing us significant new sales opportunities and
customer relationships as we look forward through 2005 and
beyond."

                  Business Segment Results

Net sales in the friction products segment for the first quarter
ended March 31, 2005 increased $8.9 million, or 25.1%, to
$44.4 million from $35.5 million in the comparable prior year
period. Primary drivers of the sales increase were new product
introductions in the construction and heavy truck markets, strong
economic growth in the Company's global construction, heavy truck
and aerospace markets, increased sales to the aftermarket and to a
lesser extent, favorable foreign currency exchange rates. The
effect of foreign currency exchange rates on the friction segment
net sales accounted for 2.0% of the 25.1% increase during the
quarter.

For the first quarter ended March 31, 2005, income from operations
in the friction products segment increased $1.1 million, or 28.2%,
to $5.0 million from $3.9 million in the comparable prior year
period. The increase was the result of improved sales volumes in
most of the markets served by the segment which provided a higher
absorption of fixed manufacturing costs. The gains were partially
offset by increased operating costs to support the higher sales
activity and restructuring costs of $0.7 million related to the
plant relocation. As a percentage of net sales, the segment's
operating margin improved to 11.3% for the three months ended
March 31, 2005 from 11.0% in the comparable prior year period.

In the Company's precision components segment, net sales for the
three months ended March 31, 2005, were up $2.2 million, or 10.7%,
to $22.8 million from $20.6 million in the comparable prior
period. The segment net sales increases were driven by
improvements primarily in the pump and motor and automotive
markets during the quarter.

Income from operations in the precision components segment in the
first quarter of 2005 was $1.1 million compared to $1.3 million in
the comparable prior year period, a decrease of 15.4%. The
decrease was primarily the result of start-up activities
associated with the Company's implementation of its new technology
equipment, production inefficiencies in one of its plants and
outsourcing costs as a result of the sales volume increases during
the quarter as well as continued support of the segment's early
stage facility in China. As a percentage of net sales, the
segment's operating margin declined to 4.8% in the first quarter
of 2005 compared to 6.3% for the comparable period of 2004.

In the Company's performance racing segment, net sales for the
quarter ended March 31, 2005 increased 16.7% to $4.9 million from
$4.2 million in the prior period. For the quarter ended March 31,
2005, income from operations in the performance racing segment was
flat at $0.5 million compared to the prior year period.

                  Working Capital and Liquidity

As of March 31, 2005 working capital increased by $5.1 million
from December 31, 2004 levels. The increase was largely the result
of growth in the Company's accounts receivable and inventory as a
result of the higher sales and production volumes during the first
quarter of 2005 and increased inventory requirements to support
the move to the Company's new facility in Oklahoma.

                        Business Outlook

"The momentum that we experienced in new business awards that
resulted in such strong net sales growth in the first quarter of
2005 is expected to continue in the second quarter of 2005,"
stated Mr. Weinberg. "As a result, we believe our net sales in the
second quarter of 2005 will grow between 12% and 14% over the
comparable period in 2004 achieving net sales of between $71.0
million and $72.5 million as compared to actual net sales of $63.4
million in the second quarter of 2004."

Despite the restructuring costs relating to the previously
announced move of one of its friction manufacturing facilities to
Oklahoma, which are expected to be approximately $1.3 million in
the second quarter of 2005 as compared to $0.2 million in the
second quarter of 2004, the Company expects income from operations
to be approximately $6.3 million, an increase of approximately 3%
from income from operations reported in the second quarter of 2004
of $6.1 million. Excluding these charges, income from operations
in the second quarter of 2005 will increase approximately 21% from
the comparable quarter of 2004.

The Company continues to reaffirm its previously issued full year
guidance of net sales increasing 10% to 12% over 2004 levels, and
income from operations, after giving effect to the charges
relating to the relocation into its newly constructed
manufacturing facility to increase by 7% to 9% when compared to
2004.

Full year costs associated with the relocation project remain
unchanged from the Company's previously issued guidance of $4.0
million to $4.5 million, and the project remains on plan for
completion in 2005.

Hawk Corporation is a worldwide supplier of highly engineered
products.  Its friction products group is a leading supplier of
friction materials for brakes, clutches and transmissions used in
airplanes, trucks, construction equipment, farm equipment,
recreational and performance automotive vehicles.  Through its
precision components group, the Company is a leading supplier of
powder metal and metal injected molded components used in
industrial, consumer and other applications, such as pumps, motors
and transmissions, lawn and garden equipment, appliances, small
hand tools, trucks and telecommunications equipment.  The
Company's performance racing group manufactures clutches and
gearboxes for motorsport applications and performance automotive
markets. Headquartered in Cleveland, Ohio, Hawk has approximately
1,700 employees at 17 manufacturing, research, sales and
administrative sites in 6 countries.

                        *     *     *

Moody's Investors Service and Standard & Poor's assigned single-B
ratings to Hawk Corporation's 8-3/4% senior notes due Nov. 1,
2014.


HCC INDUSTRIES: Moody's Withdraws Junk Ratings Due to Lack of Info
------------------------------------------------------------------
Moody's Investors Service has withdrawn these ratings of HCC
Industries Inc.:

   * Caa1 senior implied rating,

   * Caa2 issuer rating,

   * Caa3 rating for the $80 million 10.75% senior subordinated
     notes due 2007.

The ratings have been withdrawn because Moody's believes it lacks
adequate information to maintain the ratings.


HIGH VOLTAGE: Gets Interim Okay to Draw $5 Mil. Under DIP Facility
------------------------------------------------------------------
The Honorable Joan Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts, Eastern Division, gave interim approval
to Stephen S. Gray, the chapter 11 Trustee of High Voltage
Engineering Corporation and certain of its affiliates, to enter
into a postpetition financing agreement with a group of lenders
for which The Coast Special Situations Fund, LLC, serves as the
Administrative Agent.

The lenders have extended a $10 million secured revolving credit
facility to High Voltage.  The Trustee is allowed to draw up to
$5 million from that DIP financing facility on an interim basis,
pending a final DIP Financing Hearing.

The Debtors need this new capital infusion to carry on the
operation of their businesses, pay employees, pay vendors and
purchase new inventory.  Without the postpetition financing, the
Debtors' estates will suffer immediate and irreparable harm.

To secure the interests of the postpetition lenders, the lenders
receive postpetition liens and security interests with priority
over all administrative expenses, subject only to a specified
carve-out to which the lenders agree.

The Trustee says that although he has access to the prepetition
lenders' cash collateral, that won't provide him with sufficient
funding to sustain the Debtors' operations through a sale of the
company's assets.  The Trustee assured Judge Feeney that he was
unable to obtain new unsecured credit elsewhere.

A final hearing to consider the DIP financing facility will be
held this morning, May 6, 2005, at 10:00 a.m.

                             *    *     *

As previously reported in the Troubled Company Reporter, on
Feb. 21, 2005, Judge Feeney denied High Voltage and its debtor-
affiliates' request to obtain debtor-in-possession financing from
GE Commercial Finance.  Judge Feeney expressed her disdain
concerning the Debtors' tumble back into bankruptcy 163 after
emerging from chapter 11 last year.  She beat up the
professionals.  She said she needed more financial information.
She questioned management and expressed doubts about their
business judgment.  American Landmark Master LLC and U.S. Trustee
complained that the GE-backed "financing scheme" would "pre-ordain
the future course of this case."  An ad hoc committee of trade
creditors lent their support to the DIP Financing proposal.  Judge
Feeney sided with the objectors.

Judge Feeney went a step further and directed the U.S. Trustee to
appoint a Chapter 11 Trustee in High Voltage's case.

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns and
operates a group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products which are designed to address specific
customer needs.  The Debtor filed its first chapter 11 petition on
March 1, 2004 (Bankr. Mass. Case No. 04-11586).  Its Third Amended
Joint Chapter 11 Plan of Reorganization was confirmed on July 21,
2004, allowing the Company to emerge on Aug. 10, 2004.

High Voltage filed its second chapter 11 petition on Feb. 8, 2004
(Bankr. Mass. Case No. 05-10787).  S. Margie Venus, Esq., at Akin,
Gump, Strauss, Hauer & Feld LLP, and Douglas B. Rosner, Esq., at
Goulston & Storrs, represent the Debtors in their restructuring
efforts.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.
Stephen Gray was appointed chapter 11 Trustee in February 2005.


HOLLINGER INC: Independent Directors Want P.G. White Removed
------------------------------------------------------------
Hollinger Inc. (TSX: HLG.C)(TSX:HLG.PR.B) independent directors
ask Justice Colin L. Campbell of the Ontario Superior Court of
Justice for an order removing Peter G. White as a director and
officer of Hollinger on April 28, 2005.

Among other reasons, the Order has been sought as a result of Mr.
White's role as an officer, director and shareholder of The
Ravelston Corporation Limited, against which company Hollinger has
commenced litigation to recover $636 million of liquidated and
other damages.

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Ravelston and Ravelston Management Inc. obtained an order of the
Ontario Superior Court of Justice appointing RSM Richter Inc. as
receiver of all of their assets (except for certain shares held
directly or indirectly by them).

The Order also provided, among other things, that until
May 20, 2005, or at a later date as the Court may order, no
proceeding or enforcement process in any court or tribunal is to
be commenced or continued against or in respect of either or both
of Ravelston and RMI and any proceedings currently under way
(including Hollinger's lawsuit) pertaining to Ravelston and RMI)
are temporarily stayed.

In the Ravelston receivership application Mr. White took numerous
positions, which are adverse to the interests of Hollinger.

As a result of the commencement of the proceedings by RMI, an
Event of Default has occurred under terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Notes due 2011.  RMI is a guarantor of Hollinger's Notes.
With respect to both the Senior Secured Notes and the Second
Priority Notes, the relevant trustee under the Indenture or the
holders of at least 25 percent of the outstanding principal amount
of the relevant Notes has the right to accelerate the maturity of
the Notes.  Until the Event of Default is remedied or a waiver is
provided by holders of the Notes, the terms of the Indentures
prevent Hollinger from honouring retractions of its Series II
Preference Shares submitted after April 19, 2005.  Therefore,
retractions of Hollinger's outstanding Series II Preference Shares
submitted after such date have been suspended until further
notice.


Hollinger Inc.'s principal asset is its 17% equity and 66.8%
voting interest in Hollinger International Inc., which is a
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area
and a portfolio of news media investments.  Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto.  For more information on the company, access
http://www.hollinger.com/

                         *     *     *

                        Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) consolidated class action complaint filed in Chicago,
       Illinois;

   (2) class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) US$425,000,000 fraud and damage suit filed in the State of
       Illinois by International;

   (4) lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction.

   (5) lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor.

   (7) action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief.

   (8) investigation by the enforcement division of the OSC.

                    Court-Ordered Inspection

On September 3, 2004, Mr. Justice Colin Campbell of the Ontario
Superior Court of Justice ordered the appointment of an Inspector
of the affairs of Hollinger pursuant to section 229 of the CBCA
upon the application of Catalyst Fund General Partner I Inc.  The
Order broadly requires an investigation into the affairs of
Hollinger and, specifically, into related party transaction and
non-competition payments for the period January 1, 1997 to the
present.  It is estimated that the Inspector's future costs will
average $1,000,000 per month.  The remaining duration of the
Inspection is uncertain though it is presently anticipated to
continue for at least an additional 4 months.

                        Litigation Costs

Hollinger has incurred legal expense in the defence of various
actions brought against it and others in both the United States
and Canada.  Hollinger has in turn advanced a claim against its
directors' and officers' liability insurers asserting that, under
the terms and conditions of the policy of insurance, these
insurers are required to indemnify Hollinger in respect of this
legal expense incurred in connection with some of the actions
brought against Hollinger.  The claims made total approximately
$3,700,000.  However, the actual amount of recovery is not
determinable at the present time.

                            Default

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter Inc. as receiver of all of
The Ravelston Corporation Limited's and Ravelston Management
Inc.'s assets (except for certain shares held directly or
indirectly by them, including shares of Hollinger Inc. and RMI).


HOLLINGER INC: Has Until Month-End to Settle SEC Action
-------------------------------------------------------
Hollinger Inc. (TSX: HLG.C)(TSX:HLG.PR.B) voluntarily entered into
an arrangement whereby it deposited the net amount received by it
directly and indirectly from the special dividends declared by the
Board of Directors of Hollinger International Inc. on its Class A
Common Stock and its Class B Common Stock.  The arrangement is
part of its settlement discussions with staff of the U.S.
Securities and Exchange Commission relating to the action
commenced by the SEC against Hollinger and certain of its former
directors and senior executives.

The escrow terminates upon the earlier to occur of the conclusion
of the SEC Action as to all parties and, should Hollinger be
unable to reach an overall settlement of the SEC Action,
May 31, 2005.  If termination of the arrangement occurs, staff of
the SEC will have a reasonable opportunity to assert any rights it
may have with respect to the escrowed funds.

Hollinger Inc.'s principal asset is its 17% equity and 66.8%
voting interest in Hollinger International Inc., which is a
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area
and a portfolio of news media investments.  Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto.  For more information on the company, access
http://www.hollinger.com/

                         *     *     *

                        Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) consolidated class action complaint filed in Chicago,
       Illinois;

   (2) class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) US$425,000,000 fraud and damage suit filed in the State of
       Illinois by International;

   (4) lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction.

   (5) lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor.

   (7) action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief.

   (8) investigation by the enforcement division of the OSC.

                    Court-Ordered Inspection

On September 3, 2004, Mr. Justice Colin Campbell of the Ontario
Superior Court of Justice ordered the appointment of an Inspector
of the affairs of Hollinger pursuant to section 229 of the CBCA
upon the application of Catalyst Fund General Partner I Inc.  The
Order broadly requires an investigation into the affairs of
Hollinger and, specifically, into related party transaction and
non-competition payments for the period January 1, 1997 to the
present.  It is estimated that the Inspector's future costs will
average $1,000,000 per month.  The remaining duration of the
Inspection is uncertain though it is presently anticipated to
continue for at least an additional 4 months.

                        Litigation Costs

Hollinger has incurred legal expense in the defence of various
actions brought against it and others in both the United States
and Canada.  Hollinger has in turn advanced a claim against its
directors' and officers' liability insurers asserting that, under
the terms and conditions of the policy of insurance, these
insurers are required to indemnify Hollinger in respect of this
legal expense incurred in connection with some of the actions
brought against Hollinger.  The claims made total approximately
$3,700,000.  However, the actual amount of recovery is not
determinable at the present time.

                            Default

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter Inc. as receiver of all of
The Ravelston Corporation Limited's and Ravelston Management
Inc.'s assets (except for certain shares held directly or
indirectly by them, including shares of Hollinger Inc. and RMI).


HOLLINGER INC: Ernst & Young's Inspection Fee Totals C$7.20 Mil.
----------------------------------------------------------------
Ernst & Young Inc., as Hollinger Inc.'s (TSX: HLG.C)(TSX:HLG.PR.B)
inspector pursuant to the Order of Justice Colin L. Campbell of
the Ontario Superior Court of Justice, delivered a supplement to
the Seventh Report to support its motion to seek an Order of the
Court to permit it to examine former senior management of
Hollinger, including Conrad (Lord) Black, F. David Radler and J.A
Boultbee, on April 25, 2005.  The motion was heard on April 25 and
26, 2005. At the conclusion of the motion, Mr. Justice
Campbell reserved his decision.

To April 29, 2005, the cost to Hollinger of the inspection
(including the costs associated with the Inspector and its legal
counsel and Hollinger's legal counsel) is in excess of
C$7.20 million.

Hollinger Inc.'s principal asset is its 17% equity and 66.8%
voting interest in Hollinger International Inc., which is a
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area
and a portfolio of news media investments.  Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto.  For more information on the company, access
http://www.hollinger.com/

                         *     *     *

                        Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) consolidated class action complaint filed in Chicago,
       Illinois;

   (2) class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) US$425,000,000 fraud and damage suit filed in the State of
       Illinois by International;

   (4) lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction.

   (5) lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor.

   (7) action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief.

   (8) investigation by the enforcement division of the OSC.

                    Court-Ordered Inspection

On September 3, 2004, Mr. Justice Colin Campbell of the Ontario
Superior Court of Justice ordered the appointment of an Inspector
of the affairs of Hollinger pursuant to section 229 of the CBCA
upon the application of Catalyst Fund General Partner I Inc.  The
Order broadly requires an investigation into the affairs of
Hollinger and, specifically, into related party transaction and
non-competition payments for the period January 1, 1997 to the
present.  It is estimated that the Inspector's future costs will
average $1,000,000 per month.  The remaining duration of the
Inspection is uncertain though it is presently anticipated to
continue for at least an additional 4 months.

                        Litigation Costs

Hollinger has incurred legal expense in the defence of various
actions brought against it and others in both the United States
and Canada.  Hollinger has in turn advanced a claim against its
directors' and officers' liability insurers asserting that, under
the terms and conditions of the policy of insurance, these
insurers are required to indemnify Hollinger in respect of this
legal expense incurred in connection with some of the actions
brought against Hollinger.  The claims made total approximately
$3,700,000.  However, the actual amount of recovery is not
determinable at the present time.

                            Default

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter Inc. as receiver of all of
The Ravelston Corporation Limited's and Ravelston Management
Inc.'s assets (except for certain shares held directly or
indirectly by them, including shares of Hollinger Inc. and RMI).


HOLLINGER INC: Holds $72.3 Million Cash as of April 29
------------------------------------------------------
Hollinger Inc. (TSX: HLG.C)(TSX:HLG.PR.B) and its subsidiaries
(other than Hollinger International and its subsidiaries) had
approximately US$72.3 million of cash or cash equivalents, as of
the close of business on April 29, 2005, including restricted
cash, on hand

Hollinger owns, directly or indirectly, 782,923 shares of Class A
Common Stock and 14,990,000 shares of Class B Common Stock of
Hollinger International.  Based on the April 29, 2005 closing
price of the shares of Class A Common Stock of Hollinger
International on the New York Stock Exchange of US$9.45, the
market value of Hollinger's direct and indirect holdings in
Hollinger International was US$149,054,122.  All of Hollinger's
direct and indirect interest in the shares of Class A Common Stock
of Hollinger International are being held in escrow in support of
future retractions of its Series II Preference Shares.  All of
Hollinger's direct and indirect interest in the shares of Class B
Common Stock of Hollinger International are pledged as security in
connection with Hollinger's outstanding 11.875% Senior Secured
Notes due 2011 and 11.875% Second Priority Secured Notes due 2011.

In addition to the cash or cash equivalents on hand, Hollinger has
previously deposited:

   a) approximately C$8.0 million in trust with the law firm of
      Aird & Berlis LLP, as trustee, in support of Hollinger's
      indemnification obligations to certain current and former
      independent directors and officers; and

   b) approximately US$5.5 million in cash with the trustee under
      the indenture governing the Senior Notes as collateral in
      support of the Senior Notes (which cash collateral is also
      collateral in support of the Second Priority Notes, subject
      to being applied to satisfy future interest payment
      obligations on the outstanding Senior Notes as permitted by
      amendments to the Senior Indenture).

Consequently, there is currently in excess of US$147.1 million
aggregate collateral securing the US$78 million principal amount
of the Senior Notes and the US$15 million principal amount of the
Second Priority Notes outstanding.

Hollinger Inc.'s principal asset is its 17% equity and 66.8%
voting interest in Hollinger International Inc., which is a
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area
and a portfolio of news media investments.  Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto.  For more information on the company, access
http://www.hollinger.com/

                         *     *     *

                        Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) consolidated class action complaint filed in Chicago,
       Illinois;

   (2) class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) US$425,000,000 fraud and damage suit filed in the State of
       Illinois by International;

   (4) lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction.

   (5) lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor.

   (7) action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief.

   (8) investigation by the enforcement division of the OSC.

                    Court-Ordered Inspection

On September 3, 2004, Mr. Justice Colin Campbell of the Ontario
Superior Court of Justice ordered the appointment of an Inspector
of the affairs of Hollinger pursuant to section 229 of the CBCA
upon the application of Catalyst Fund General Partner I Inc.  The
Order broadly requires an investigation into the affairs of
Hollinger and, specifically, into related party transaction and
non-competition payments for the period January 1, 1997 to the
present.  It is estimated that the Inspector's future costs will
average $1,000,000 per month.  The remaining duration of the
Inspection is uncertain though it is presently anticipated to
continue for at least an additional 4 months.

                        Litigation Costs

Hollinger has incurred legal expense in the defence of various
actions brought against it and others in both the United States
and Canada.  Hollinger has in turn advanced a claim against its
directors' and officers' liability insurers asserting that, under
the terms and conditions of the policy of insurance, these
insurers are required to indemnify Hollinger in respect of this
legal expense incurred in connection with some of the actions
brought against Hollinger.  The claims made total approximately
$3,700,000.  However, the actual amount of recovery is not
determinable at the present time.

                            Default

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter Inc. as receiver of all of
The Ravelston Corporation Limited's and Ravelston Management
Inc.'s assets (except for certain shares held directly or
indirectly by them, including shares of Hollinger Inc. and RMI).


IFT CORP: Amex Requests Compliance Plan by May 31
-------------------------------------------------
IFT Corporation (Amex: IFT), received notice from the American
Stock Exchange that after review of the Company's Form 10-K for
the fiscal year ended Dec. 31, 2004, the Company does not meet
certain of the Exchange's continued listing standards.  The notice
requires IFT to submit a plan by May 31, 2005, advising the
Exchange of the action it has taken, or will take, to bring the
Company into compliance with the continued listing standards
identified below within a maximum of 18 months.

Michael T. Adams, CEO of IFT, stated, "It's unfortunate that the
American Stock Exchange was required to provide us with this
notification, especially since it is aware that we make every
effort as a matter of ordinary course to meet its requirements.
Although I believe that this noncompliance matter will not remain
outstanding for long, the Exchange has been generous in its
notification by allowing us up to 18 months to regain compliance,"
continued Mr. Adams.  "We have made our basic moving forward
strategies known to the Exchange by virtue of the actions we have
taken after December 31, 2004 to date, such as the cancellation of
$6 Million indebtedness by the Chairman of the Board, retention of
a proven sales and marketing team, and acquisition of LaPolla
Industries, Inc., all of which have been disclosed in our periodic
reports filed with the Securities and Exchange Commission as
required by law.  We value our relationship with the Exchange and
expect to maintain it for the benefit of our shareholders. We will
submit a plan as required by the notification by May 31, 2005 for
the Exchange's consideration," concluded Mr. Adams.

Specifically, the notice provides that the Company is not in
compliance with Section 1003(a)(i) of the Exchange's Company Guide
because its shareholders' equity is less than $2 million and it
has losses from continuing operations and/or net losses in two out
of its three most recent fiscal years; and Section 1003(a)(ii) of
the Company Guide because its shareholders' equity is less than
$4 million and it has losses from continuing operations and/or net
losses in three out of its four most recent fiscal years.  If the
compliance plan is accepted by the Exchange, the Company has been
advised that it may be able to continue its listing during the
plan period of up to 18 months, during which time it will be
subject to periodic review to determine whether it is making
progress consistent with its plan.  If the Company is not in
compliance with the continued listing standards at the conclusion
of the 18-month plan period, or does not make progress consistent
with the plan during the plan period, the Exchange staff will
initiate delisting proceedings as appropriate.  If the Exchange
initiates delisting procedures, depending on the circumstances, we
may decide to appeal the ruling.  Depending on the outcome of the
appeal or otherwise, the Company will pursue having its common
stock quoted on the OTC Bulletin Board (OTCBB).

                     About IFT Corporation

IFT Corporation is a publicly traded holding company focused on
acquiring and developing companies that operate in the coatings,
paints, foams, sealants, and adhesives markets.

                  About LaPolla Industries, Inc.

LaPolla Industries, Inc. markets, sells, manufactures and
distributes acrylic roof coatings, roof paints, sealers, roofing
adhesives, and polyurethane foam and wall systems to the home
improvement retail and commercial/industrial construction
industries.

                        *     *     *

                     Going Concern Doubt

As reported in the Troubled Company Reporter on April 4, 2005,
BAUM & COMPANY, P.A., in Coral Springs, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern after they audited IFT Corporation's consolidated
financial statements as of and for the year ended December 31,
2004.  Factors contributing to this substantial doubt include
recurring losses from operations and net working capital
deficiencies.  The Company is dependent on the continued funding
currently being received from the Chairman of the Board for its
continued operations.  The discontinuance of such funding and the
unavailability of financing to replace such funding would more
likely than not cause the Company to cease operations, IFT warns.


IMPATH: Committee Hires Bridge Associates as Wind-Down Consultant
-----------------------------------------------------------------
The Official Committee of Equity Security Holders of Impath Inc.
and its debtor-affiliates, sought and obtained from the U.S.
Bankruptcy Court for the Southern District of New York, permission
for authority to employ Bridge Associates LLC as its wind-down
consultants, nunc pro tunc to Jan. 27, 2005.

Bridge Associates' will:

    (a) Evaluate and investigate remaining claims and assets of
        the Debtors' estates in consultation with the Debtors and
        their professionals and the Equity Committee and its
        professionals;

    (b) Consult with the Debtors and their professionals and
        advisors and the Equity Committee and its professionals
        regarding wind-down of the Debtors' affairs and
        transition to the Liquidating Agent prior to the Effective
        Date;

    (c) Perform such Pre-Effective Date wind-down and transition
        services as are reasonable and necessary to ensure an
        orderly, timely and smooth wind-down and transition to the
        Liquidating Agent, in accordance with the Plan;

    (d) Assist and advise the Equity Committee, in consultation
        with the Debtors and their professionals and advisors, and
        Equity Committee professionals, relative to the
        administration of these Chapter 11 Cases prior to the
        Effective Date; and

    (e) Assist the Equity Committee and its professionals in any
        review, analysis, negotiation and formulation of any
        modifications to the Plan prior to confirmation.


Bridge Associates reports the Firm's professionals bill:

   Professional                Designation         Hourly Rate
   ------------                -----------         -----------
   Anthony H.N. Schnelling     Managing Director          $450
   Mark Stickel                Managing Director          $350
   David Garlock               Senior Consultant          $295

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

Headquartered in New York, New York, Impath Inc., together with
its subsidiaries, is in the business of improving outcomes for
cancer patients by providing patient-specific diagnostic and
prognostic services to pathologists and oncologists, providing
products and services to biotechnology and pharmaceutical
companies, and licensing software to hospitals, laboratories, and
academic medical centers.  The Company filed for chapter 11
protection on Sept. 28, 2003 (Bankr. S.D.N.Y. Case No.
03-16113).  George A. Davis, Esq., at Weil, Gotshal & Manges, LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$192,883,742 in total assets and $127,335,423 in total debts.


IMPAX LAB: Noteholder Sends Notice of Default Due to Tardy 10-K
---------------------------------------------------------------
IMPAX Laboratories, Inc. (NASDAQ:IPXLE) reported steps taken to
complete its financial closing and file its Annual Report on Form
10-K for the year ended December 31, 2004.  The Company, in
consultation with its auditor, decided to approach the Office of
the Chief Accountant of the Securities and Exchange Commission to
discuss the Company's accounting for its transactions under its
Strategic Alliance Agreement with a subsidiary of Teva
Pharmaceutical Industries Ltd. prior to filing its 2004 Annual
Report on Form 10-K.  The Company is presently preparing its
submission.

As previously announced, the Company and Teva have agreed to the
net sales and margin allocable to IMPAX for 2004 and have also
agreed not to make any further adjustments to such agreed amounts.
The Company refers to this agreement as the 2004 Close-Out Letter.
Additionally, the Company and Teva have entered into an amendment
to the Strategic Alliance Agreement whereby, effective January 1,
2005, certain sales deductions that were previously required to be
estimated have been replaced by fixed percentages thereby
simplifying the accounting under the agreement.  Both the 2004
Close-Out Letter and the amendment were completed in March 2005.

Until the Company completes and files its 2004 Annual Report on
Form 10-K, it will not be able to file its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2005.

                        Delisting Notice

In related matters, also previously reported, on April 5, 2005,
IMPAX received a Nasdaq Staff determination letter indicating that
IMPAX failed to comply with the requirement for continued listing
set forth in Nasdaq Marketplace Rule 4310(c)(14) because IMPAX
failed to file its 2004 Annual Report on Form 10-K with Nasdaq
and, therefore, IMPAX's common stock is subject to delisting from
The Nasdaq Stock Market.  A hearing has been scheduled before a
Nasdaq Listing Qualifications Panel on May 19, 2005, to review the
Staff's determination, although there can be no assurance that the
Panel will grant IMPAX's request for continued listing pending its
filing of its Annual Report.  In the event that IMPAX's common
stock is delisted from Nasdaq and is not otherwise approved for
trading on any United States national securities exchange, it will
constitute a "designated event" under the Indenture governing the
Company's $95 million principal amount of 1.250% Convertible
Senior Subordinated Debentures due 2024, giving each Debenture
holder the option to require the Company to redeem the holder's
Debentures at 100% of their principal amount, together with
accrued and unpaid interest.

                 Notice of Default from Debtholder

IMPAX received a notice, dated April 22, 2005, from a holder of
more than 25% aggregate principal amount of its 1.250% Convertible
Senior Subordinated Debentures due 2024, stating that the Company
failed to file its Annual Report on Form 10-K for the year ended
December 31, 2004 with the SEC as required by the governing
Indenture and requiring that the Company remedy such default
forthwith.  Under the Indenture, if the Company fails to file the
Annual Report within 60 days after the date of the notice, it will
constitute an "event of default" under the Indenture and
thereafter either the Trustee or the holders of 25% in aggregate
principal amount of the Debentures then outstanding, by notice to
the Company, may declare the principal of and premium, if any, on
all the Debentures then outstanding and the interest accrued
thereon to be due and payable immediately.

                        About the Company

IMPAX Laboratories, Inc. -- http://www.impaxlabs.com/-- is a
technology based specialty pharmaceutical company applying its
formulation expertise and drug delivery technology to the
development of controlled-release and specialty generics in
addition to the development of branded products. IMPAX markets its
generic products through its Global Pharmaceuticals division and
intends to market its branded products through the IMPAX
Pharmaceuticals division. Additionally, where strategically
appropriate, IMPAX has developed marketing partnerships to fully
leverage its technology platform. IMPAX Laboratories is
headquartered in Hayward, California, and has a full range of
capabilities in its Hayward and Philadelphia facilities.


JOHN HENRICHSEN: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: John Lee Henrichsen & Kimberlee Hutchings Henrichsen
        2460 East 3670 South
        St. George, Utah 84790

Bankruptcy Case No.: 05-26589

Chapter 11 Petition Date: April 26, 2005

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Harold D. Mitchell, Esq.
                  324 North Main Street
                  Spanish Fork, Utah 84660
                  Tel: (801) 798-3574

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Home Savings Bank             Deficiency on trust       $350,000
c/o Jason Boren               deed note
201 South Main #600           Value of security:
Salt Lake City, UT 84111      $225,000

Wells Fargo Bank              Deficiency on motor        $11,235
Auto Finance Division         vehicle lease
P.O. Box 11983
Santa Ana, CA 92711

Wells Fargo Bank              VISA credit card            $2,500
P.O. Box 30086
Los Angeles, CA 90030


JP MORGAN: Fitch Upgrades $38.1 Mil. Class F to BB+ from BB
-----------------------------------------------------------
Fitch Ratings upgrades J.P. Morgan Commercial Mortgage Finance
Corp.'s mortgage pass-through certificates, series 1999-C7:

     -- $40.1 million class C to 'AAA' from 'AA-';
     -- $52.1 million class D to 'A+' from 'BBB';
     -- $12.0 million class E to 'A-' from 'BBB-';
     -- $38.1 million class F to 'BB+' from 'BB'.

These classes are affirmed by Fitch:

     -- $53.8 million class A-1 'AAA';
     -- $357.0 million class A-2 'AAA';
     -- Interest-only class X 'AAA';
     -- $40.1 million class B 'AAA';
     -- $26.0 million class G 'B';
     -- $4.0 million class H 'B-'.

The $24 million class NR certificates are not rated by Fitch.

The upgrades reflect the increased credit enhancement levels from
loan payoffs and amortization.  As of the April 2005 distribution
date, the pool's aggregate principal balance has been reduced by
19% to $647.2 million from $801.4 million at issuance.  In
addition, the largest loan in the pool (7.8%) has defeased.

One loan (1.2%) is currently real estate owned -- REO.  The REO is
secured by an office property in Jackson, Mississippi; the
property was 68% occupied as of April 2004.  The special servicer
is working on stabilizing the property before marketing it for
sale. Losses are expected.

There have been no realized losses in the pool to date.


KAISER ALUMINUM: Asks Court to Okay HSBC Bank Claim Settlement
--------------------------------------------------------------
HSBC Bank USA, National Association, is the successor Indenture
Trustee under an Indenture of Trust, dated as of March 1, 1997,
between Industrial Development Corporation of Spokane County,
Washington, as Issuer, and First National Association, as
predecessor Indenture Trustee.  Pursuant to the Indenture,
Spokane County issued Solid Waste Disposal Revenue Bonds (Kaiser
Aluminum & Chemical Corporation Project) Series 1997 in the
aggregate principal amount of $19,000,000.

Pursuant to a Loan Agreement, the County loaned the proceeds of
the SWD Revenue Bonds to KACC to finance the costs of the
acquisition, construction, installation and equipping of solid
waste disposal facilities at the aluminum smelter facility owned
by KACC in Mead, Washington.

The SWD Revenue Bonds are secured by a pledge of the loan payments
received by the County from KACC under the Loan Agreement.  KACC
also granted a subordinated lien upon certain of its property
pursuant to a "Second Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing" as additional security for the
Bonds.  The Deed of Trust describes HSBC's lien on certain real
and personal property.

In 2002, HSBC filed a $19,645,788 secured claim -- Claim No. 1124
-- against KACC for all amounts due to HSBC under the indenture
and the Loan Agreement.

In 2004, KACC sought and obtained Court approval of bidding
procedures for the sale of Parcels 1 and 7, located in Mead,
Washington, and certain related assets and intellectual property.
The Court authorized KACC to assume and assign related executory
contracts.  HSBC's collateral consists of a portion of the assets
contained within or comprising Parcel 1.  An auction was
subsequently held at which CDC Mead, LLC, submitted the winning
bid of $7.4 million for the Mead Assets.

HSBC objected to the Sale Motion, arguing that the Mead Assets
could not be sold free and clear of its lien unless there was an
allocation of the Sale Proceeds to the Collateral and a valuation
of that Collateral.  Alternatively, HSBC argued that if the Court
were to approve the sale of the Mead Assets free and clear of its
lien, then the Court should order the escrow of the entire Sale
Proceeds to protect its interests.

KACC argued that the Court should permit the sale of the Mead
Assets free and clear of HSBC's lien pursuant to Section 363(f) of
the Bankruptcy Code pending a valuation of the Collateral.
Moreover, although it did not dispute that an escrow of funds may
be necessary to provide adequate protection to HSBC, KACC insisted
that it should only have to escrow $1.2 million of the Sale
Proceeds because HSBC's Collateral constitutes only a very small
portion of the Mead Assets.

In May 2004, Judge Fitzgerald approved the Sale Motion.  Because
the value of the Collateral had not yet been established, the
Sale Order required KACC to place in escrow $4 million as adequate
protection for any of HSBC's allowed secured claim until the Court
establishes the amount of HSBC's Claim.

At a hearing in July 2004, the Court established a process by
which the value of the Collateral would be established.  The
Court directed HSBC to deliver appraisals of the Collateral to
KACC, which KACC would decide to either accept or reject.  If
KACC rejected the appraisals, KACC was required to deliver its own
appraisals to HSBC by no later than October 11, 2004.  Ultimately,
KACC did not accept HSBC's appraisals and had its own appraisals
completed.  The Court thereafter scheduled an evidentiary hearing
to consider each party's appraisals and to determine the HSBC's
allowed secured claim amount.

                        Escrow Settlement

As previously reported, KACC and HSBC reached a settlement that
allows HSBC's secured claim at $1.6 million plus a pro rata share
of interest earned on the escrow account from its inception
through the date HSBC is paid.

Furthermore, KACC and HSBC agreed to adjust the Escrow amount
pursuant to the terms and conditions of a Court-approved
stipulation.  The Stipulation provided that KACC is authorized to
reduce the Escrow to $2,275,000 plus a pro rata portion of the
interest earned on the Escrow, which by agreement of the parties
is deemed to be $20,000.  The $2,295,000 remaining in the Escrow
after the reduction will constitute adequate protection for the
amount of any allowed secured claim of HSBC.

                      HSBC Claim Settlement

After extensive negotiations between KACC and HSBC before the
scheduled evidentiary hearing, the parties reached a settlement
with respect to the secured amount of Claim No. 1124.

The terms of the Settlement are:

   (a) Claim No. 1124 will be allowed as:

          (i) a secured claim against KACC for $1,600,000; and

         (ii) a general non-priority unsecured claim against KACC
              for $18,045,788;

   (b) The secured portion of Claim No. 1124 will be paid within
       five business days after the entry of a final, non-
       appealable order approving the Settlement;

   (c) Except with respect to any claim HSBC or its predecessor,
       or both, may assert for its fees, charges, and expenses as
       Indenture Trustee, against any of the Debtors, whether
       asserted in Claim No. 1124 or otherwise, to the extent not
       expressly allowed pursuant to the Settlement, will be
       disallowed; and

   (d) KACC and HSBC reserve all right with respect to any
       application or claim of HSBC or its predecessor, or both,
       for payment of its fees, charges, and expenses as
       Indenture Trustee based on an assertion of substantial
       contribution under Section 503(b) or otherwise.

KACC asks the Court to approve the Settlement Agreement.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  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 Insurance Cos. to Prove Validity of Claims
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter, on
March 31, 2005, ACE Property and Casualty Company, Century
Indemnity Company, Industrial Underwriters Insurance Company,
Pacific Employers Insurance Company, St. Paul Mercury Insurance
Company, and Industrial Indemnity Company jointly filed, among
other claims, Claim Nos. 7162 and 7174 against Kaiser Alumina
Australia Corporation and Kaiser Finance Company.  In addition,
the Insurance Companies filed Claim Nos. 7516, 7520, and 7523
against Alpart Jamaica, Inc., Kaiser Jamaica Corporation, and
Kaiser Bauxite Company.  The Insurance Companies assert identical
contingent and unliquidated claims against each of Kaiser Aluminum
Corporation and its debtor-affiliates for any amounts potentially
owing under 30 separate insurance policies issued to Kaiser
Aluminum & Chemical Corporation, including any additional premium
payments, deductibles, or other expenses that may become due under
the Policies.

The Policies cover periods from the 1960s to the mid-1980s.  All
of the Policies -- except several that were settled before the
Petition Date -- are subject of litigation between KACC and ACE
Property and other insurers in California relating to coverage for
asbestos, noise-induced hearing loss, and coal tar pitch volatiles
claims.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, tells the United States Bankruptcy Court
for the District of Delaware that the Debtors are not, and never
have been, parties to the litigation and have not asserted claims
under the Policies.

                Objection to the Insurance Claims

The Insurance Companies allege that the Debtors "may" have
liability under the Policies in the future.

As an initial matter, Mr. DeFranceschi notes that the Insurance
Companies do not specifically allege in the Insurance Claims, let
alone provide any proof, that the Debtors have liability to the
Insurance Companies.  On that basis alone, Mr. DeFranceschi says,
the Court should summarily dismiss the Insurance Claims.

Mr. DeFranceschi also points out that because there Debtors have
not asserted any claim under the Policies, the Insurance
Companies have no basis to assert a claim against the Debtors.
Even if claims by the Debtors against the Insurance Companies were
pending, the Insurance Companies would be debtors of the
Debtors -- not creditors.

Accordingly, the Debtors asked the Court to:

    (a) disallow the Insurance Claims pursuant to Section 502; or

    (b) alternatively, estimate the Insurance Claims, pursuant to
        Section 502(c), at zero.

               Insurance Companies Say Debtors Need
                     Facts to Disallow Claims

ACE Property and Casualty Company, Century Indemnity
Company, Industrial Underwriters Insurance Company, Pacific
Employers Insurance Company, St. Paul Mercury Insurance Company,
and Industrial Indemnity Company state that the Debtors have no
factual or legal basis to object to the Insurance Companies'
Claim Nos. 7162, 7174, 7516, 7520, and 7523.  Moreover, even if
estimation of the Insurance Claims would otherwise be proper, the
Debtors still do not have any factual or legal basis for
estimating the Claims under Section 502(c) of the Bankruptcy
Code.

Marc S. Casarino, Esq., at White and Williams LLP, in Wilmington,
Delaware, argues that without reference to specific claims filed
against the Debtors that are allegedly covered under the insurance
policies, it is impossible to understand the factual basis for the
Debtors' request on a claim-by-claim basis.

To the extent that the Debtors assert continuing rights to
insurance coverage under the Policies, they are bound to perform
their continuing reciprocal obligations under these Policies.
The Insurance Claims are intended to preserve the rights of the
Insurance Companies to receive any and all reciprocal payments and
performance under the Policies that the Debtors remain obligated
to provide.

Mr. Casarino explains that a properly filed proof of claim
constituted prima facie evidence of the validity and amount of the
claim.  Accordingly, a party objecting to a claim must present
affirmative evidence to overcome the presumption of validity.  The
Debtors bear the burden of producing evidence to rebut this
presumption of validity.  However, the Debtors have offered no
evidence to support their objection to the Insurance Claims.

The Debtors' mere conclusory statement that "it is inconceivable
that any claims relating to . . . product liability, environmental
liability and premises liability will ever be attributable to the
. . . Debtors," is a legally insufficient basis for objection to
the Insurance Claims.

Mr. Casarino also points out that the Debtors fail to articulate
an explicit justification for the disallowance of the Insurance
Claims.  Although the Insurance Claims are still unliquidated, the
Bankruptcy Code recognizes that contingent and unliquidated claims
are proper "claims."  The Debtors' only articulated basis for
disallowance is that the Insurance Claims are presently contingent
and unliquidated.  Furthermore, Section 502(b)(1) provides that
the Court may disallow a claim to the extent that "such claim is
unenforceable against the debtor, under any agreement, or
applicable law for a reason other than because such claim is
contingent or unmatured."

Similarly, there is no basis for estimation of the Insurance
Claims.  The threshold issue that must be addressed before the
Court could commence an estimation proceeding is whether the
"fixing or liquidation" of the claim would "unduly delay the
administration of" the Debtors' Chapter 11 cases.  Determination
of whether delay is "unjustifiable" requires consideration of not
just the Debtors' interest, but of all parties-in-interest.
Absent "undue delay," the Insurance Claims should not be estimated
but, rather, liquidated, according to Mr. Casarino, citing O'Neill
v. Continental Airlines, Inc., 981 F.2d 1450, 1461 (5th Cir.
1993).

Estimation must be justified in light of its unfairness to the
Insurance Companies by any limitation to their rights to a full
satisfaction without a corresponding detriment to the Debtors, of
which there is none.  Mr. Casarino says that the Debtors' request
contains only unsubstantiated, non-specific conclusory allegations
that are "insufficient to sustain evidentiary burden" for
compelling an estimation of the Insurance Claims.

              Debtors Want Insurance Companies to
                    Prove Validity of Claims

Alpart Jamaica, Inc., Kaiser Jamaica Corporation, Kaiser Bauxite
Company, Kaiser Alumina Australia Corporation, and Kaiser Finance
Corporation tell Judge Fitzgerald that the Insurance Companies
completely ignore the fact that the Debtors submitted the
Affidavit of Edward F. Houff in support of their request.  Mr.
Houff is the company's Vice-President, General Counsel, and
Secretary.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Affidavit confirms that the
Debtors have never asserted any claim under the Policies and that
no claims attributable to the Debtors have ever been paid by the
Insurance Companies under the Policies.  Contrary to the Insurance
Companies' allegations the Affidavit sets forth a detailed
description of the nature of the Debtors' businesses and assets
since the Debtors' inception and throughout the applicable periods
of the Policies, which clearly establishes that the Debtors'
businesses are extremely unlikely to ever generate a claim under
the Policies.

Ms. Newmarch rebuts that the Insurance Companies have the burden
to prove the validity of the Insurance Claims by a preponderance
of the evidence.  However, the Insurance Companies fail to even
try to prove the validity of their Claims, let alone produce
evidence sufficient to satisfy their burden.

With respect to the confirmation process for the Liquidating
Debtors' Chapter 11 Plans of Liquidation underway, if liquidation
of the contingent Insurance Claims cannot occur until a
"contingency" is realized -- a claim covered by insurance is filed
-- the Debtors would be required to wait indefinitely for the
possibility that claims attributable to the Debtors might somehow
arise in some amount under the Policies even though:

   (i) no claims have arisen since the inception of the Policies
       in the 1960s; and

  (ii) the Insurance Companies were unable to even suggest a
       basis on which any claims exist or could be estimated at
       any amount other than zero.

The "wait," Ms. Newmarch says, would in turn, unreasonably delay
some portion of the distributions to the Debtors' unsecured
creditors because presumably a reserve would need to be
established for the Insurance Claims.  Given that the status quo
has been the same for 40 years, and there is absolutely no reason
to believe that the circumstances will change any time in the near
future, there is simply no justification to require any delay
under the circumstances.

Even if the Insurance Claims are not disallowed, the Debtors ask
the Court to estimate the Claims at zero since requiring the
Claims to be liquidated only once a contingency has occurred would
unduly, and indefinitely, delay the administration of their
Chapter 11 cases.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  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)


LAC D'AMIANTE: U.S. Trustee Appoints 11-Member Creditors Committee
------------------------------------------------------------------
The United States Trustee for Region 7 appointed eleven creditors
to serve on the Official Committee of Unsecured Creditors in
Lac d'Amiante Du Quebec Ltee and its debtor-affiliates' chapter 11
cases:

     1. Barbara Zondervan
        Attn: Robert Phillips, Esq.
        Simmons Cooper, LLC
        707 Berkshire Blvd.
        P.O. Box 521
        East Alton, Illinois 62024
        Phone: 312-759-7500, Fax: 312-759-7516

     2. Thomas Brown
        Attn: Ryan A. Foster, Esq.
        Ryan A. Foster Law Firm
        440 Louisiana St., Suite 2100
        Houston, Texas 77002
        Phone: 713-236-2975

     3. Melvin Eldon Boggs
        Attn: Alan Rich
        Baron & Budd, P.C.
        3102 Oak Lawn Ave., Suite 1100
        Dallas, Texas 75219
        Phone: 800-946-9646, Fax: 214-520-1181

     4. Kenna Hall Terrell
        Attn: Steven Kazan, Esq.
        Kazan McClaim Abrams Fernandez Lyons & Farrise
        171 Twelfth St., Suite 300
        Oakland, California 94607
        Phone: 877-995-6372, Fax: 510-835-4913

     5. Robert H. Lawhorn
        Attn; Robert Shuttlesworth, Esq.
        Williams Bailey Law Firm
        8441 Gulf Freeway, Suite 600
        Houston, Texas 77017
        Phone: 800-220-9341, Fax: 713-643-6226

     6. Benito T. Caceres
        Attn: Eric Bogdan, Esq.
        The Bogdan Law Firm
        8866 Gulf Freeway, Suite 515
        Houston, Texas 77017
        Phone: 713-378-9378, Fax: 713-378-9379

     7. James A. Bailey
        Attn: Brian Blevins, Esq.
        Provost Umphrey Law Firm
        490 Park St.
        Beaumont, Texas 77704
        Phone: 409-835-6000, Fax: 409-838-8888

     8. Robert Ryan
        Attn: Christina Skubic, Esq.
        Brayton Purcell
        222 Rush Landing Rd.
        Novato, California 94948
        Phone: 415-898-1555, Fax: 415-898-1247

     9. Timothy Crisler
        Attn: Lou Thompson Black, Esq.
        Brent Coon and Associates
        917 Franklin, Suite 100
        Houston, Texas 77002
        Phone: 713-224-5949, Fax: 713-227-2018

    10. Myra Meiers
        Attn: Thomas W. Bevan, Esq.
        Bevan & Associates, LPA
        10360 Northfield Rd.
        Northfield, Ohio 44067
        Phone: 330-467-8571, Fax: 330-467-4493

    11. Samuel M. Cox
        Attn: Thomas M. Wilson, Esq.
        Kelley & Ferraro, LLP
        1300 E. Ninth St., Suite 1901
        Cleveland, Ohio 44114
        Phone: (216)575-0777

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


LISTWORKS CORP: Kurtzman Matera Approved as Ch. 7 Trustee Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Eric C. Kurtzman, the chapter 7 trustee overseeing the
liquidation of The Listworks Corporation, Inc., permission to
retain Kurtzman Matera Gurock Scuderi & Karben, LLP as his
counsel, nunc pro tunc to March 1, 2005.

Kurtzman Matera will:

   (a) prepare orders, applications and affidavits to retain
       professionals, including an auctioneer and accountant;

   (b) prepare all documents and court appearances necessary to
       approve settlements of the accounts receivable and/or
       avoidance actions;

   (c) prepare objections to invalid proofs of claim if such
       become necessary; and

   (d) serve in any other proceedings necessary in the
       administration of the estate.

KMGSK's professionals bill:

      Designation         Hourly Rate
      -----------         -----------
      Attorneys            $225-$350
      Para-professional    $150

KMGSK assures the Court that it does not represent any interest
adverse to the Chapter 7 Trustee, the Debtor or any other parties-
in-interest.

Headquartered in Hawthorne, New York, The Listworks Corporation,
Inc., filed a chapter 7 petition on Feb. 18, 2005 (Bankr. S.D.N.Y.
Case No. 05-20106).  James Berman, Esq., at Zeisler & Zeisler,
P.C., represents the Debtor.  When the Debtor filed for protection
from its creditors, it estimated between $1 million to $10 million
in assets and $10 million to $50 million in debts.


MARKLAND TECH: Subsidiary Wins $36 Million Engineering Contracts
----------------------------------------------------------------
Markland Technologies, Inc.'s (OTCBB: MRKL) subsidiary EOIR
Technologies, Inc., has been awarded two new contracts.  The
contracts have a combined potential value of $36 million.  The
first is a contract awarded by the Naval Surface Warfare Center
Dahlgren Division to provide system design, engineering support
and systems integration for a new land-based vehicle to be used by
the US Marines with a potential value of $11 million.  The second
is a contract awarded by the US Army Night Vision and Electronics
Sensor Directorate (NVESD) for prototype surveillance and force
protection technology with a potential value of $25 million.

NSWCDD provides extensive support to the U.S. Navy in many
important areas which include the following; research and,
development, test and evaluation, fleet support activities for
surface warfare, combat systems, ordnance, strategic systems,
amphibious warfare, mines and mine countermeasures.  The Division
conducts analysis, systems engineering, research, test,
evaluation, and integration of important naval and joint warfare
systems.  This contract award signals an important step toward the
goal that Markland Technologies Inc has established of extending
its customer base within the US Navy and within NSWCDD in
particular.

The Army's NVESD research and development group is one of the U.S.
military's most advanced technological leaders.  Markland is
working on a range of next-generation technology solutions for the
NVESD, including night vision and advanced sensor applications,
disposable sensors and other threat-detection systems.  Many of
the products and services being delivered on this contract utilize
next-generation electro-optic and infrared sensor technologies
that are being used in direct support of U.S. military combat
operations in Iraq, Afghanistan and elsewhere.  The Army's NVESD
has been responsible for numerous key innovations in the fields of
optical electronics and thermal imaging for weapons targeting,
electronic surveillance and other mission-critical military
applications.

"We look forward to the beginning of a long and successful
relationship between Markland and NSWC Dahlgren. Markland is
poised to provide its talents to the Navy," said Robert Tarini,
Markland CEO and Chairman.  "To demonstrate our commitment, EOIR
is creating a new division to focus on Naval and Marine Corps
support. The award of this work is the first important step in
establishing this new division."

Markland has under taken important steps to fully integrate its
majority owned Technest Holdings Inc (OTCBB: THNS) subsidiary into
the day to day operations of Markland.  Technest's Genex
Technologies subsidiary has been selected as a major subcontractor
by EOIR Technologies Inc to supply proprietary optical
surveillance technology to be utilized on a number of large scale
US Army contracts recently awarded to Markland.

                  About Markland Technologies

Markland Technologies, Inc., is committed to setting next-
generation standards in defense and security through the provision
of innovative emerging technologies and expert services.  The
Company is engaged in the identification of advanced technologies
currently under development in laboratories, universities and in
private industry, and in the transformation of those technologies
into next-generation products.  Markland's solutions support
military, law enforcement and homeland security personnel to
protect the nation's citizens, borders and critical infrastructure
assets from the threat of terrorism and other dangers.  Through
strategic development, Markland focuses on the creation of dual-
use technology and products with applications in both the defense
market and civilian homeland security and law enforcement fields.
The Company is a Board Member of the Homeland Security Industries
Association, and is a featured Company on
HomelandDefenseStocks.com

                          *     *     *

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended Dec. 31, 2004,
filed with the Securities and Exchange Commission, Markland
reported net losses of $9,253,213 and $1,739,145 for the six
months ended December 31, 2004 and 2003, respectively.  During the
six months ended December 31, 2004, Markland issued secured
convertible promissory notes with a face value of $6,955,000
which, if not converted, are repayable between September and
November 2005.

"There is no assurance that Markland can reverse its operating
losses, or that it can raise additional capital to allow it to
continue its planned operations," the Company said in its
quarterly filing.

"These factors raise substantial doubt about Markland's ability to
continue as a going concern," the Company added, echoing doubts
expressed by WOLF & COMPANY, P.C., Boston, Massachusetts, when its
audited Markland's financial statements for the fiscal year ending
June 30, 2004.  Auditors at MARCUM & KLIEGMAN LLP had similar
doubts when they looked at Markland's 2003 financial statements.



MCLEODUSA INC: Payment Default Cues Moody's to Review Junk Ratings
------------------------------------------------------------------
Moody's Investors Service has placed the debt ratings of McLeodUSA
Inc. on review for possible downgrade following the company's
failure to make scheduled principal and interest payments in
March 2005, and its announcement that it is in negotiations with
members of its lender group with regard to a capital
restructuring.

These ratings have been placed on review for possible downgrade:

   * Senior implied rating to RFD from Caa3

   * $150.0 million senior secured revolving credit facility due
     2007 to RFD from Caa3

   * $150.8 million senior secured multi-draw term loan A due 2007
     to RFD from Caa3

   * $376.5 million senior secured term loan B due 2008 to RFD
     from Caa3

   * Senior unsecured issuer rating to RFD from Ca

The review will focus on:

   (a) near-term liquidity,

   (b) recovery prospects for bank lenders and the likely
       conversion of bank debt to equity, and

   (c) the potential that the company may again need to seek
       bankruptcy protection in the longer term.

Upon concluding the review, it is likely that Moody's will
downgrade or potentially withdraw McLeod's ratings if the
company's debt is successfully exchanged for equity.

McLeod failed to make $18.1 million of interest and principal
payments on its bank debt during the first quarter of 2005.  The
company believes that by not making principal and interest
payments on the credit facilities, cash on hand together with cash
flows from operations will be sufficient to maintain operations
without service disruptions.

On March 16, 2005, and prior to its failure to make the
aforementioned interest and principal payments, McLeod entered
into a forbearance agreement with its lender group under which the
banks have agreed not to take action (i.e. accelerate), as a
result of the company's failure to make interest and principal
payments, through May 23, 2005.  McLeod has also entered into
negotiations related to possible terms for a capital restructuring
with a steering committee representing the lender group.
According to the company, such a capital restructuring would
likely include the conversion of all or a significant portion of
the company's existing senior secured bank debt into equity.

Moody's notes that McLeod entered into an exit facility pursuant
to its reorganization plan in 2002.  The exit facility, a
$110 million revolving credit facility, which matures on
May 31, 2007, is secured by first priority liens on the assets of
McLeod and its domestic subsidiaries and ranks superior to the
Caa3 rated bank debt.

McLeodUSA is a facilities-based telecommunications services
provider headquartered in Cedar Rapids, Iowa.  For the trailing
twelve months ended March 31, 2005, the company generated
$683.1 million in revenues and $54.2 million in EBITDA (as
adjusted for impairment and restructuring charges).  Free cash
flow for 2004 was $(32.7) million, from operating cash flow of
$16.7 million.

                           *   *   *

Additional details about the bad news contained in McLeodUSA's
annual report and the possibility of a second bankruptcy filing by
the company appeared in the Troubled Company Reporter on March 29,
2005.

JPMORGAN CHASE BANK, N.A., serves as Administrative Agent for a
consortium of lenders to McLeodUSA.

McLeodUSA has has hired MILLER BUCKFIRE YING & CO., LLC and
GLEACHER PARTNERS, LLC, to explore its options.

DELOITTE & TOUCHE LLP serves as the company's outside auditors.

McLeodUSA Incorporated -- http://www.mcleodusa.com/-- provides
integrated communications services, including local services, in
25 Midwest, Southwest, Northwest and Rocky Mountain states.  The
Company is a facilities-based telecommunications provider with, as
of December 31, 2004, 38 ATM switches, 39 voice switches, 699
collocations, 432 DSLAMs and 2,426 employees.  As of April 16,
2002, Forstmann Little & Co. became a 58% shareholder in the
Company.    McLeodUSA emerged from a prepackaged chapter 11
case (Bankr. D. Del. Case No. 02-10288) in April 2002.  David S.
Kurtz, Esq., and Gregg M. Galard, Esq., at Skadden, Arps, Slate,
Meagher & Flom, represented McLeodUSA in its chapter 11
restructuring.


MERIDIAN AUTOMOTIVE: Will Honor Prepetition Employee Obligations
----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates
currently employ approximately 4,700 domestic employees, of whom
3,740 are hourly employees and 960 are full-time salaried
employees.  The Debtors also contract for approximately 350
temporary hourly positions.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, reports that the Employees perform
a variety of critical functions for the Debtors, including the
continued manufacture of automotive products and the performance
of many administrative, accounting, supervisory, and other tasks,
as well as serving the Debtors in consultant or management roles.

Mr. Kosmowski believes that the Employees' skill and knowledge
and understanding of the Debtors' infrastructure, operations and
customer relations are essential to the effective operation and
reorganization of the Debtors' business.  Without the continued
services of the Employees, an effective reorganization of the
Debtors, with a focus on maximizing the value of the Debtors'
estates, will not be possible.

To minimize the personal hardship that the Employees will suffer
if prepetition employee-related obligations are not paid when due
or as expected, and to maintain morale and an essential workforce
during this critical time, the Debtors seek the authority of the
U.S. Bankruptcy Court for the District of Delaware to:

   (1) pay all prepetition employee wages, salaries and other
       accrued compensation;

   (2) reimburse all prepetition employee business expenses;

   (3) make all contributions to prepetition benefit programs;

   (4) make all payments for which prepetition payroll deductions
       were made; and

   (5) pay all processing costs and administrative expenses
       relating to all payments and contributions.

The Debtors also ask Judge Walrath to direct applicable banks and
other financial institutions to continue to honor and pay all
checks and transfers drawn on their payroll accounts and employee
benefits accounts.

                 Prepetition Employee Obligations

The Debtors' average aggregate monthly compensation for their
Employees is approximately $15 million.  Majority of payroll
payments are made by direct deposit through electronic transfer
of funds directly to the Employees, and the remaining Employees
are paid via check.

According to Mr. Kosmowski, compensation may be due and owing to
the Employees as of the Petition Date because:

   (a) most of the Debtors' Employees are paid in arrears;

   (b) some discrepancies may exist between the amounts paid and
       amounts Employees or others believe should have been
       paid, which, on resolution, may reveal that additional
       amounts are owed to those Employees;

   (c) some payroll checks issued to Employees prior to the
       Petition Date may not have been presented for payment or
       cleared by the banking system and, accordingly, have not
       been honored and paid as of the Petition Date; and

   (d) variations in the Debtors' payroll schedules.

A. Non-Union Employees

   The Debtors believe that, as of the Petition Date,
   approximately $4.6 million in the aggregate of accrued wages,
   salaries, overtime pay, commissions and other compensation,
   excluding reimbursable expenses, vacation pay, severance pay,
   deferred compensation and incentive bonus pay, earned prior to
   the Petition Date, remain unpaid to non-union Employees.

   However, the Debtors will not pay any Employees more than
   $10,000 for Unpaid Compensation and Employee Benefits; they
   are unaware of any Employees being owed more than $10,000.

B. Union Employees

   The Debtors are party to seven active collective bargaining
   agreements:

   Plant Location           Union    Local   Expiration Date
   --------------          -------   -----   ---------------
   Angola, Indiana         IUE/CWA     888        12/17/2007
   Canandaigua, New York       UAW    3034        08/17/2007
   Canton, Michigan            UAW      36               TBD
   Detroit, Michigan           UAW     174        10/14/2005
   Ionia, Michigan         IUE/CWA     436        12/20/2008
   Jackson, Ohio               USW   820-L        04/15/2006
   Shreveport, Louisiana       UAW    none               TBD

   "As of the Petition Date, the outstanding Unpaid Compensation
   owed to Union Employees is approximately $1.4 million in the
   aggregate," Mr. Kosmowski reports.

C. Prepetition Employee Business Expenses Reimbursement

   Prior to the Prepetition Date, the Debtors, in the ordinary
   course of business, reimbursed Employees for certain expenses
   incurred on the Debtors' behalf in the scope of their
   employment.  The Debtors, Mr. Kosmowski says, spend
   approximately $350,000 per month on Reimbursable Expenses, but
   they estimate that, as of the Petition Date, no more than
   $175,000 in Reimbursable Expenses remained unpaid.

D. Prepetition Deductions & Withholdings

   During each applicable pay period, the Debtors routinely
   deduct certain amounts from paychecks, including, without
   limitation:

   (a) union dues and union funds contributions;

   (b) credit union deposits and payments;

   (c) garnishments, child support; and similar deductions; and

   (d) other tax deductions payable pursuant to certain of the
       Employee benefit plans.

   The Debtors then forward these amounts to various third party
   recipients.

E. Payroll Taxes

   The Debtors, according to Mr. Kosmowski, are required by law
   to withhold from an Employee's wages amounts related to
   federal, state and local income taxes, social security and
   Medicare taxes for remittance to the appropriate federals,
   state or local taxing authorities, and then match from their
   own funds for social security and Medicare taxes and pay,
   based on a percentage of gross payroll, additional amounts for
   state and federal unemployment insurance.

   The Debtors' Payroll Taxes, including both the employee and
   employer portion for 2004 were approximately $57 million.  On
   the average, the Debtors have historically withheld
   approximately $4.75 million in the aggregate from Employees'
   paychecks on monthly basis.

   Before the Petition Date, the Debtors withheld approximately
   $300,000 from Employees' earnings for the Payroll Taxes, but
   the amounts have not been forwarded to the appropriate taxing
   authorities prior to the Petition Date.

                  Prepetition Employee Benefits

The Debtors provide their Employees, in the ordinary course of
business, with a number of employee benefits, including, but not
limited to:

   (a) medical, health and dental insurance,
   (b) stop loss coverage,
   (c) workers' compensation payments,
   (d) vacation time,
   (e) sick leave,
   (f) pension and savings plans, and
   (g) miscellaneous other employee benefits.

The Debtors also contribute to certain union-sponsored pension,
health and welfare funds on behalf of certain Employees.

A. Medical Health & Dental Plans

   The Debtors offer these insurance policies to their Employees
   for mental and dental insurance coverage:

   (a) Blue Cross PPO Medical Plan

       This self-insured medical and prescription drug plan costs
       the Debtors approximately $2 million per month, including
       approximately $150,000 in administrative fees paid to Blue
       Cross and Blue Shield of Michigan as the Debtors' third
       party administrator.  As of the Petition Date, Blue Cross
       is owed $1,100,000.

   (b) Delta Dental Plan

       This program administers the Debtors' primary self-insured
       dental plan on behalf of the Debtors' approximately
       $150,000 per month, including approximately $20,000 in
       administrative fees to Delta Dental Plan as the Debtors'
       third party administrator.  As of the Petition Date, the
       amounts owing in connection with the Delta Dental Plan are
       $262,000.

   (c) Employee-Sponsored Vision Plan

       The Debtors provide all salaried and non-bargaining unit
       Employees with the option to participate in a vision
       insurance plan through Vision Service Plan.  Employees
       contribute 100% of the premiums in exchange for coverage.
       Approximately 1,100 Employees participate in this plan.

   (d) Blue Cross Medical Plan for IUE/CWA Represented Employees
       at the Ionia, Michigan Operations

       This is a fully insured PPO plan that provides coverage to
       approximately 900 Employees at the Ionia Operations.  The
       plan provides for a range of PPO options for medical,
       prescription drug and vision coverage, and costs the
       Debtors approximately $500,000 per month in premiums,
       which represents approximately 80% of the cost of total
       coverage.  The remainder is contributed by the
       participating Employees through payroll premium
       deductions.

   (e) Delta Dental Plan for IUE/CWA Represented Employees at the
       Ionia, Michigan Operations

       This is a fully insured plan that provides dental coverage
       to approximately 900 Employees at the Ionia Operations.
       This program costs the Debtors approximately $50,000 per
       month.

   (f) Blue Cross Shield of the Rochester Area Medical and Dental
       Plan

       This is a fully insured community rated plan providing
       medical, vision and dental coverage for approximately 20
       Salaried Employees at the Canandaigua, New York
       Operations.  This plan costs the Debtors approximately
       $25,000 per month.

   (g) Blue Care Network Plan for UAW Represented Employees at
       the Detroit, Michigan Operations

       This is a fully insured HMO that provides medical and
       prescription drug coverage to approximately 140 Employees
       at the Detroit Operations.  This program costs the Debtors
       approximately $40,000 per month.

   (h) Delta Dental Plan for UAW Represented at the Detroit,
       Michigan Operations

       This is a fully insured plan that provides dental coverage
       to approximately 140 Employees at the Detroit Operations.
       This program costs the Debtors approximately $10,000 per
       month.

   In addition, the Debtors purchase loss coverage through Blue
   Cross Shield of Michigan to cap the Debtors' exposure for
   individuals at $250,000 per year.  The Stop Loss Coverage
   costs the Debtors approximately $100,000 per month.

B. Workers' Compensation Program

   Mr. Kosmowski tells the Court that the Debtors maintain
   blanket workers' compensation policy with Liberty Mutual Fire
   Insurance Co., which satisfies the Debtors' statutory
   obligations in each of the states the Debtors operate except
   Michigan and Ohio.  The total annual premium paid under the
   Liberty Mutual Policy is $818,000.  The Debtors are self-
   insured in Michigan and Ohio with the Administrators acting as
   the third party administrators.

   The Debtors also maintain a certain "Stop-Loss" Insurance
   Policy with Midwest Employers Casualty Co. to cover their
   exposure with respect to workers' compensation claims in
   Michigan and Ohio.  The premiums under both the Liberty Mutual
   Policy and the Midwest Policy have been paid in full for
   calendar year 2005.

   As of the Petition Date, there were approximately 262 workers'
   compensation claims pending against the Debtors arising out of
   alleged injuries incurred by employees during the course of
   their employment with the Debtors.  The Debtors have preserved
   approximately $9 million to resolve these prepetition Workers'
   Compensation Claims.

   In 2004, the Debtors paid approximately $6.2 million in claims
   in connection with their Worker's Compensation Program.  The
   Debtors anticipate paying approximately the same amount in
   2005.

C. Vacation, Sick, Holiday & Leave Pay

   The total annual costs to the Debtors for Vacation, Sick,
   Holiday and Leave Pay is $20 million and it is included in
   gross payroll.

D. Employee Pension & Savings Plan

   Prior to the Petition Date, and in the ordinary course of
   business, the Debtors maintained several pension and savings
   plans for the benefit of their Employees, including, but not
   limited to, the 401(k) Plans, the Pension Plans, the non-Union
   Retiree Medical Program and Union Retiree Programs.

   (a) 401(k) Plans

       The Debtors maintain six 401(k) plans that provide for
       automatic pre-tax salary deductions of eligible
       compensation up to the limits set by the Internal Revenue
       Code.  Approximately 4,720 Employees participate in the
       401(k) Plans, and the approximate monthly amount withheld
       from Employee paychecks is $600,000.

   (b) Pension Plans

       The Debtors sponsor two pension plans on behalf of Union
       Employees:

       -- Meridian Automotive Systems, Inc. Retirement Plan for
          Hourly-Rated Employees of the Reinforced Plastics
          Operation at Centralia, Illinois; and

       -- Meridian Automotive Systems, Inc. Pension Plan -
          Bargaining Unit Employees, in Jackson, Ohio.

       The Debtors are current with respect to funding
       contributions to the Pension Plans.  Effective July 1,
       2003, the Debtors and the Jackson union agreed to freeze
       the benefits of the Debtors' defined benefit pension plan
       and, effective January 1, 2004, the Debtors would
       contribute specified cents per hour to the multi-employee
       Steelworkers Pension Trust.  The contributions payable for
       services rendered prior to the Petition Date is
       approximately $500,000.

   (c) Retiree Medical Programs

       Approximately 330 non-union Hourly and Salaried Employees
       at the Grand Rapids Operations are entitled to receive
       retiree medical, prescription drug and dental benefits
       upon retirement.  As of the Petition Date, 154 active non-
       union Hourly and Salaried Employees were receiving retiree
       benefits pursuant to the Non-Union Retiree Medical
       Program.  The Debtors' average monthly claim costs, net of
       retiree premium payments related to the Non-Union Retiree
       Benefit Program are approximately $75,000.

       The Debtors also provide for self-insured retiree medical
       and prescription drug benefits for Union Employees,
       covering 630 Employees.  The Union Retiree Medical
       Programs are covered under the CBAs.  The Debtors' average
       monthly claim costs related to the Union Retiree Medical
       Programs for 210 retirees are approximately $270,000.

                   Additional Employee Benefits

A. Life & Supplemental Life Insurance

   The Debtors provide primary life insurance coverage to
   approximately 4,700 Employees through MetLife, which costs the
   Debtors $25,000 per month.

B. Disability

   The Debtors provide Employees with short and long term
   disability benefits, which costs the Debtors approximately
   $54,00 per month. As of the Petition Date, the total amounts
   owed to MetLife in connection with the Short Term Disability
   Benefits, Long Term Disability Benefits, Life Insurance, and
   Supplemental Life Insurance, is $312,000.

C. Flexible Sending

   The Debtors offer their Employees the ability to contribute a
   portion of their compensation into flexible spending accounts
   for health and dependent care through Basic, Inc., which
   operates as a third party administrator to the plans.
   Approximately 370 Employees participate in the Flexible
   Spending Program, which costs the Debtors less than $34,000
   per year.

D. Tuition Reimbursement

   The Debtors also offer a tuition program for certain of their
   non-union Employees, wherein the Debtors reimburse Employees
   for 100% of tuition costs and registration fees for approved
   course work at college-level institutions.  The Debtors
   estimate the aggregate amount of reimbursement due under the
   Tuition Reimbursement Program to be de minimis.

                          *     *     *

Judge Walrath grants the Debtors' request on an interim basis.

The Debtors are authorized to honor and pay:

   (1) Employee Wages, Salaries and other Compensation up to an
       aggregate amount of $6 million; and

   (2) Employee Benefits in accordance with policies and
       prepetition practices, and in the ordinary course of the
       Debtors' business, including, but not limited to, the
       Unpaid Compensation, Deductions, Payroll Taxes, the
       Medical and Dental Insurance, the Retiree Medical Plans,
       the Stop Loss Coverage, Vacation Time, Sick Leave, Holiday
       and Leave Pay, the Employee Pension and Savings Plans and
       the Additional Employee Benefits that have been earned,
       accrued, vested, in accordance with the Bankruptcy Code,
       with no payment exceeding the $10,000 cap under Section
       507(a)(4) for Unpaid Compensation and Employee Benefits.

Judge Walrath also authorizes the Debtors to pay all prepetition
Reimbursable Expenses in accordance with their prepetition
practices and policies in an aggregated amount not to exceed
$175,000.

The Court will convene a hearing at 3:00 p.m. on May 26, 2005, to
consider final approval of the Debtors' request.

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


MIRAVANT MEDICAL: Closes $8 Million Private Equity Funding
----------------------------------------------------------
Miravant Medical Technologies (OTCBB:MRVT), a pharmaceutical
development company specializing in PhotoPoint(R) photodynamic
therapy, disclosed the closing of an $8 million private placement
of convertible Preferred Stock led by Scorpion Capital Partners
LP, a New York-based SBIC, with net proceeds to the Company of
$7.50 million.  The Preferred Stock is convertible into Common
Stock at the conversion price of $1.00 per share.  The Company has
also issued a warrant to purchase one share of Common Stock for
each convertible share of Common Stock purchased.  The exercise
price of each warrant is $1.00 per share.

Separately, the Company also announced an amendment to its March
2005 $15.0 million convertible debt line-of-credit agreement, to
establish the minimum conversion rate at $1.00 per share of
convertible Common Stock or 125% of the average monthly closing
price of the month preceding the conversion, whichever is greater.

Gary S. Kledzik, Ph.D., chairman and chief executive officer,
said, "We are very pleased to announce the completion of this
funding with Scorpion. The proceeds will primarily support the
PHOTREX(TM) confirmatory phase III clinical trial for macular
degeneration, slated to begin in Europe this summer."

                        About Miravant

Miravant Medical Technologies -- http://www.miravant.com/--
specializes in PhotoPoint(R) photodynamic therapy (PDT),
developing photoreactive (light-activated) drugs to selectively
target diseased cells and blood vessels. Miravant's primary areas
of focus are ophthalmology and cardiovascular disease with new
drugs in clinical and preclinical development.  PHOTREX(TM)
(rostaporfin), the Company's most advanced program, has received
an FDA Approvable Letter as a treatment for wet age-related
macular degeneration and a Special Protocol Assessment for a Phase
III confirmatory clinical trial.  Miravant's cardiovascular
development program, supported by an investment from Guidant
Corporation, focuses on life-threatening coronary artery diseases,
with PhotoPoint MV0633 in advanced preclinical testing for
atherosclerosis, vulnerable plaque and restenosis.

At Dec. 31, 2004, Miravant's balance sheet showed a $1,982,000
stockholders' deficit, compared to a $7,027,000 deficit at
Dec. 31, 2003.


MKP CBO: Fitch Junks Three Note Classes
---------------------------------------
Fitch Ratings has downgraded four classes of notes issued by MKP
CBO I, Ltd., and removes all classes from Rating Watch Negative.
These rating actions are effective immediately:

       -- $206,514,982 class A-1L to 'BBB-' from 'A-';
       -- $25,000,000 class A-2L to 'CCC' from 'BB';
       -- $7,375,000 class B-1A to 'CC' from 'B-';
       -- $7,000,000 class B-1L to 'CC' from 'B-'.

MKP CBO is a collateralized debt obligation -- CDO -- managed by
MKP Capital Management, LLC.  The deal was established in February
of 2001 to issue $307.4 million in notes and equity.  The
portfolio supporting the CDO is composed of residential mortgage-
backed securities -- RMBS, commercial mortgage-backed securities -
- CMBS, and commercial and consumer asset backed securities --
ABS.

The rating actions are a result of continued deterioration in the
credit quality of MKP CBO's collateral pool and the continued
negative impact of its interest rate hedge.  Since the last rating
action, the class A overcollateralization -- OC -- ratio decreased
to 100.3% as of the most recent trustee report dated March 28,
2005, from 103.1% as of Oct. 28, 2004, and continues to fail the
minimum OC of 106.0%.  The class B OC ratio has also decreased, to
94.3% from 97.6% during the same reporting periods, and also
continues to fail the trigger of 101.0%.  Defaulted assets have
increased to 4.97% of the total collateral and eligible
investments.  Assets rated 'BB+' or lower represented
approximately 25.27%, excluding defaults.  Since the previous
rating action, there has been one credit risk sale of AFT 1999-1A
class C, which recovered approximately 21% of its $4.7 million
balance.  In addition, five collateral positions have had their
principal balances written down, indicating additional future
defaults in the portfolio.

The rating of the classes A-1L and A-2L notes addresses the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the classes B-1A and B-1L notes address the likelihood
that investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the classes A-1L, A-2L, B-1A, and B-1L
notes no longer reflect the current risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/


NEW CHEMUNG: Case Summary & 41 Largest Known Creditors
------------------------------------------------------
Lead Debtor: New Chemung Speedrome, Inc.
             dba Stapleton Engines
             619 Winsor Avenue
             Elmira, New York 14905

Bankruptcy Case No.: 05-22170

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Robert M. Stapleton                        05-22171

Type of Business:  Chemung Speedrome operates an auto racing track
                   located in Chemung, N.Y. The Speedrome features
                   all new TV-quality Musco lighting, a 3000 Seat
                   Main Grandstand, and a 28 stall paved pit lane.
                   The facility is situated on over 38 acres and
                   is one of New York's finest 3/8 paved oval
                   tracks.  See http://www.chemungspeedrome.net/
                   Robert M. Stapleton is the President of New
                   Chemung Speedrome, Inc.

Chapter 11 Petition Date: May 4, 2005

Court: Western District of New York (Rochester)

Debtor's Counsel: David D. MacKnight, Esq.
                  Lacy, Katzen LLP
                  130 East Main Street
                  Rochester, New York 14604
                  Tel: (585) 454-5650

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
New Chemung Speedrome, Inc.   Unstated             $1 Million to
                                                   $10 Million

Robert M. Stapleton           Unstated             $1 Million to
                                                   $10 Million

Consolidated List of Debtors' 41 Largest Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Beavers Petroleum                              Unknown
88 B Ridge Road
Horeseheads, NY 14845

Big Footes                                     Unknown
107 Broad Street
Waverly, NY 14892

Britten Media                                  Unknown
2322 Cass Road
Traverse City, MI 49684

C & D Machine Shop                             Unknown
127 Route 352
Big Flats, NY 14814

Capital One                                    Unknown
P.O. Box 85147
Richmond, VA 23276

CCU Tax Service                                Unknown
330 West Williams Street
Corning, NY 14830

Chad Silver                                    Unknown
c/o Carriage Estates
3374 Lower Maple Avenue
Elmira, NY 14901

Chapman                                        Unknown
2261 South 1560 West
Wood Cross, UT 84047

Citi Cards                                     Unknown
Sears Gold Mastercard
P.O. Box 182532
Columbus, OH 43218

D&B RMS                                        Unknown
512 7th Avenue, 11th floor
New York, NY 10018

Daktronics                                     Unknown
P.O. Box 86
Minneapolis, MN 55486

Dart Machinery Ltd.                            Unknown
353 Oliver
Troy, MI 48084

Discover Bank                                  Unknown
3311 Mill Meadow Drive
Hilliard, OH 43026

Eastern Laboratory Services                    Unknown
390 Pennsylvania Avenue
South Waverly, PA 18840

Gator Racing Photo News                        Unknown
P.O. Box 2187
Syracuse, NY 13220

Horseheads Printing                            Unknown
2077 Grand Central Avenue
Horseheads, NY 14845

HSBC Bank                                      Unknown
P.O. Box 9
Buffalo, NY 14240

Humor-Breyers                                  Unknown
Mid State Food Brokers
7489 Henry Clay Boulevard
Liverpool, NY 13088

Internal Revenue Service                       Unknown
Cincinnati, OH 45999

Jay's Carpet Center, Inc.                      Unknown
314 South Main Street
Athens, PA 18810

Joseph, Mann & Creed                           Unknown
21403 Chagrin Boulevard, Suite 200
Beechwood, OH 44122

NASCAR NCO Group                               Unknown
P.O. Box 41593
Philadelphia, PA 19101

NCO Financial Systems                          Unknown
P.O. Box 41448
Philadelphia, PA 19101

NYS Automotive Wholesalers                     Unknown
442 South Bay Road, Suite A
North Syracuse, NY 13212

New York State                                 Unknown
Department of Taxation & Finance
NYS Assessment Receivables
P.O. Box 4127
Binghamton, NY 13902

New York State                                 Unknown
Workers Compensation Board
Finance Office Room 301
20 Park Street
Albany, NY 12207

NYSEG                                          Unknown
P.O. Box 3287
Ithaca Dryden Road
Ithaca, NY 14852
Attn: President

Pro Consulting Services, Inc.                  Unknown
P.O. Box 66510
Houston, TX 77266

Rand Sports & Entertainment                    Unknown
400 South Atlantic Avenue, Suite 101
Ormond Beach, FL 32176

Regional Economic                              Unknown
Development & Energy Corporation
145 Village Square
Painted Post, NY 14870

Rural Opportunities Enterprise Center          Unknown
400 East Avenue
Attn: Loan Servicing
Rochester, NY 14607

Shull & Coyles                                 Unknown
2300 Grand Central Avenue
Horseheads, NY 14845

The Leader                                     Unknown
34 West Pulteney Street
P.O. Box 1017
Corning, NY 14830

The Star Gazette                               Unknown
Classified Marketplace
P.O. Box 2112
Binghamton, NY 13902

Viking Office Products                         Unknown
P.O. Box 30488
Los Angeles, CA 90030

Vital Signs                                    Unknown
202 Thorne Street
Horseheads, NY 14845

WENY                                           Unknown
474 Old Ithaca Road
Horseheads, NY 14845

Williams Oil & Propane                         Unknown
P.O. Box 207
Towanda, PA 18848

WLVY                                           Unknown
1705 Lake Street
Elmira, NY 14901

WYDC-TV Big Fox                                Unknown
33 East Market Street
Corning, NY 14830

Young Explosive Corporation                    Unknown
P.O. Box 18653
Rochester, NY 14618


NEW DOMINION: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: New Dominion Investments, LLC
        P.O. Box 470
        Oakton, Virginia 22124

Bankruptcy Case No.: 05-11531

Chapter 11 Petition Date: April 25, 2005

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Russell B. Adams, III, Esq.
                  Chung & Press, P.C.
                  6723 Whittier Avenue #302
                  McLean, Virginia 22101
                  Tel: (703) 734-3800
                  Fax: (703) 734-0590

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mark Nelis                    Legal fees                 $40,000
196 North 21st Street
Purcelville, Virginia 20132


NEXTEL PARTNERS: Good Performance Cues S&P to Lift Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Kirkland, Washington-based Nextel Partners Inc. to 'BB'
from 'B+', and its unsecured debt rating to 'BB-' from 'B-'.
Simultaneously, Standard & Poor's assigned its 'BBB-' bank loan
rating and a recovery rating of '1' (denoting full recovery of
principal in the event of a default or bankruptcy) to Nextel
Partners Operating Corp.'s $550 million tranche D term loan which
matures May 31, 2012, based on preliminary documentation.
Proceeds of the tranche D term loan issued under the first amended
and restated credit agreement dated May 19, 2004, will be used to
refinance all outstanding tranche C term loans and for general
corporate purposes.

The rating on the tranche C term loan will be withdrawn. In
addition, the rating on the $100 million undrawn revolver is
raised to 'BBB-' from 'B+' with a recovery rating of '1'.  Nextel
Partners Operating Corp. is a wholly owned subsidiary of Nextel
Partners.  The outlook is positive.

The unsecured debt rating is now one notch lower than the
corporate credit rating from the previous two notches, because of
the reduced amount of secured debt expected in the company's
capital structure.  The company is expected to reduce its bank
term loan debt by $150 million in 2005.  As of March 31, 2005,
total debt outstanding was about $1.6 billion.

"The rating upgrades on wireless carrier Nextel Partners reflects
the improvement in the company's debt leverage, continued growth
in EBITDA and improving free cash flow position, continued strong
operating metrics, and an expectation that these positive
financial and operating trends will continue," said Standard &
Poor's credit analyst Rosemarie Kalinowski.  Nextel Partners is
expected to continue to maintain its competitive edge and high end
user market niche as a result of its Direct Connect differentiated
product.

In the first quarter of 2005, total debt to EBITDA annualized and
adjusted for operating leases declined to 3.7X from 4.8x in fiscal
2004.  This metric is expected to improve further in 2005 to below
3x, given the company's operating leverage and growth in free cash
flow.  In the first quarter of 2005, EBITDA grew by 68% over the
previous year quarter as a result of continued good subscriber
growth and low churn of 1.4%, which is one of the best in the
industry.  Net subscriber additions of 99,400 in the quarter
represented a high 29% subscriber growth rate since the first
quarter of 2004.  As of March 31, 2005, total subscribers were
about 1.7 million.  Monthly average revenue per unit remained
strong at $67, one of the highest in the industry, reflecting the
company's high-end subscriber base.


NFB FOODWORKS: Court Gives Nod to Use $572,813 of Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
NFB Foodworks, LLC's request, in an interim basis through May 24,
2005, to use up to $571,813 of cash collateral securing repayment
of a debt owed to Interchange Bank.

NFB Foodworks told the Court that it needs to use the Lender's
cash collateral to:

    a) maintain and preserve its assets;

    b) continue the operation of its business, including but not
       limited to payroll, payroll taxes, employee expenses and
       insurance costs;

    c) complete work-in-process; and

    d) purchase replacement inventory.

Interchange Bank agreed to let to Debtor use of the cash
collateral through the conclusion of a final cash hearing on May
24, 2005.  Between April 18, 2005 and May 24, 2005, the Debtor
projects Cash Receipts will total $607,000 and it will be required
to make Cash Disbursements totaling $571,813.

Replacement liens of the same validity, extent and priority are
granted to the Lender.

Creditors or other interested parties having any objection to the
court's interim order or entry of a final cash collateral order
must file a written objection with the Clerk of Court before
May 18, 2005.

Headquartered in Moonachie, New Jersey, NFB Foodworks, LLC, is a
refrigerated & frozen food retailer.  The Company filed for
chapter 11 protection on April 18, 2005, (Bankr. D. N.J. Case No.
05-22657).  Bruce Gordon, Esq., at Bruce D. Gordon LLC represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from their creditors, it estimated assets of $1
million to $10 million and liabilities at $1 million to $10
million.


NOMURA ASSET: Fitch Holds Junk & Default Ratings on $31MM Certs.
----------------------------------------------------------------
Fitch Ratings upgrades Nomura Asset Securitization Corp.'s
commercial mortgage pass-through certificates, series 1996-D3:

   -- $35.2 million class A-3 certificates to 'AAA' from 'AA';
   -- $39.1 million class A-4 certificates to 'AA' from 'A-'.

In addition, Fitch affirms these classes:

   -- $272.5 million class A-1C 'AAA';
   -- $19.6 million class A-1D 'AAA';
   -- $39.1 million class A-2 'AAA';
   -- $43 million class B-1 'BB'.

The $27.4 million class B-2 remains at 'CCC' and the $3.7 million
class B-3 at 'D'.

Fitch does not rate class A-5.

The upgrades are due to an increase in credit enhancement since
issuance.  As of the April 2005 distribution date, the pool's
aggregate certificate balance has decreased by 37% since issuance,
to $495.3 million from $782.6 million.  Of the original 112 loans,
88 are currently outstanding in the pool.  In addition, 14 loans
(26%) have defeased to date.

Five loans (2.5%) are currently in special servicing including a
90 days delinquent, two in foreclosure and two real estate owned.

The largest specially serviced loan (0.7%) is secured by a hotel
in Memphis, Tenn.  The property is REO and is expected to be sold
shortly. Losses are expected.

The second largest loan in special servicing (0.6%) is secured by
a hotel in Goodyear, Ariz.  The loan is 90 days delinquent and the
special servicer and the borrower are negotiating a potential
sale.  Losses are expected.

Fitch remains somewhat concerned with the pool's high hotel (27%)
concentration, although only three hotel loans are delinquent (1%
of the pool).


NORTHWESTERN CORP: Inks Claims Settlement Pact with PPL Montana
---------------------------------------------------------------
NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWEC)
has reached an agreement in principle with PPL Montana, LLC, a
subsidiary of PPL Corporation (NYSE: PPL), to settle all claims
and counterclaims pending in the case styled Northwestern
Corporation vs. PPL Montana, LLC vs. NorthWestern Corporation and
Clark Fork and Blackfoot, LLC, Cause No. CV-02-94-BU (SEH) pending
in the U.S. District Court in Montana and PPLM's claims filed in
NorthWestern's bankruptcy proceeding.

According to Michael J. Hanson, President of NorthWestern, the
litigation and claims involved a dispute regarding an asset
purchase agreement between the parties involving NorthWestern's
500 kV Colstrip transmission assets located in east-central
Montana.  Under terms of the agreement in principal, NorthWestern
will retain the Colstrip transmission assets and PPLM will pay
NorthWestern $9 million in cash.  The agreement also covers the
cancellation of indemnity obligations stemming from the asset
purchase agreement and PPLM's withdrawal of its claims pending in
NorthWestern's bankruptcy proceeding along with the dismissal and
release of claims arising out of the litigation.

Subject to entering into a definitive agreement between the
parties, the agreement will become effective following the
dismissal by the U.S. District Court of the Montana lawsuit, and
acceptance by NorthWestern's bankruptcy Plan Committee and
approval by the U.S. Bankruptcy Court for the District of
Delaware.  Under the Plan Committee by-laws, NorthWestern will
provide the Plan Committee with notice of the proposed settlement
at least ten days prior to:

     (i) the filing of a motion seeking Bankruptcy Court approval
         of the proposed settlement; and

    (ii) the execution of any material agreement relating to the
         proposed settlement.

In accordance with the Plan Committee by-laws, the settlement
terms are subject to Bankruptcy Court approval and shall not be
binding until an order is obtained and entered by the Bankruptcy
Court.  Subject to these approvals, NorthWestern expects to record
a pre-tax gain of $9.0 million as a result of the cash
consideration of the agreement.

"We are pleased to that we have been able to reach an agreement
with PPL Montana to conclude this long pending litigation," Mr.
Hanson said.  "This is another positive step in our effort to
resolve outstanding reorganization issues and the related
disruption and expense to our business so that we can further
focus our efforts on serving the needs of our utility customers."

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.


NORTHWESTERN CORP: Wants QUIP Shares Given to Class 7 Creditors
---------------------------------------------------------------
NorthWestern Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to compel Depository
Trust Company to issue shares to holders of allowed Class 7 claims
pursuant to their confirmed and effective Second Amended and
Restated Plan of Reorganization.

Pursuant to the Plan, if holders of Class 8(b) unsecured
subordinated notes or QUIPs notes elect to have their claims
treated as Class 9 general unsecured claims, then the new common
stock, which otherwise would have been distributable to the Class
8(b) Claimholders will be distributed to Class 7 and Class 9
Claimholders.

On Nov. 10, 2004, Law Debenture Trust Company of New York, the
Indenture Trustee for the QUIPs Notes notified the Court that it
would exercise its charging lien.  In the Charging Lien Notice,
Law Debenture asserted a lien on the Class 8(b) shares and
warrants and demanded that no distribution of shares and warrrants
be made to QUIPs holders until Law Debeture's fees and expenses
are paid in full.

Under the Plan, Class 7 Claimholders are entitled to a
supplemental distribution of 324,134 of the 368,626 shares of New
Common Stock and Class 9 Claimholders are entitled to the
remaining 44,492 of those shares.

On Feb. 16, 2005, the Reorganized Debtor instructed Depository
Trust to transfer and credit the New Common Stock to the Class 7
Claimholders.   Depository Trust, however, refused to comply with
the instruction because of Law Debeture's Charging Lien Notice.

Scott D. Cousins, Esq., at Greenberg Traurig, LLP, in Wilmington,
Delaware, asserts that Law Debenture's Charging Lien Notice does
not attach to those shares.  Mr. Cousins reminds the Court that
Law Debenture's counsel has, in fact, admitted in Court, in the
April 15, 2005 hearing, that "[c]ertainly our charging lien is
probably, I would grant this, that it probably does not attach to
those particular share that are left there because it only goes to
shares that distributed pursuant to the indenture."

As reported in the Troubled Company Reporter on May 5, 2005,
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.

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.


OAO SEVERSTAL: North American Unit Restructuring After Buy-Out
--------------------------------------------------------------
Severstal North America, Inc., reported that it has made
considerable progress in restructuring its Dearborn, Michigan
steelmaking operations following its acquisition by OAO Severstal,
Russia's second largest steel producer, in January 2004.

Production capability and equipment reliability also improved over
the past 14 months by devoting substantial internal resources to
equipment failure modes analysis and diagnostics, improved
preventative and predictive maintenance processes and the
acquisition of spare parts to reduce maintenance outage periods.

Many of the Company's quality and process improvements and cost
reduction efforts were made possible through the introduction of
the Total Operating Performance process, which previously had been
implemented at OAO Severstal's steelmaking operations in
Cherepovets, Russia.  The Company focused additional resources on
employee training in problem solving, team building and financial
analysis skills and has expanded the number of employees
participating in problem solving teams that improve efficiency,
increase equipment reliability, improve housekeeping, product
quality and employee safety.  Several thousand ideas and over $20
million in verified cost savings were achieved in 2004 alone and
efforts continue to expand the TOP process throughout the
Company's steelmaking operations and staffs in 2005.

The Company has also made considerable progress in securing a
reliable supply of strategic raw materials. In the past year, the
Company purchased over 1.2 million net tons of metallurgical coke
for its blast furnaces from domestic and foreign suppliers.  In
addition, SNA is continuing efforts to secure domestic coke
suppliers through the development of strategic partnerships.  In
December 2004, SNA and Wheeling-Pittsburgh Steel Corporation
signed a non-binding letter of intent to form a joint venture
company that would refurbish Wheeling-Pittsburgh's Follansbee,
West Virginia coke producing facilities.  The deliberations are
continuing.

One of the fundamental elements of SNA's operating and business
plans is to continue SNA's environmental and safety performance
improvements through targeted investments and the use of the
Company's certified environmental and health and safety management
systems.  The Environmental Management System was certified
according to the international ISO 14001 standard on Dec. 14,
2001 and continues as an important part of the Company's operating
process improvements.  In early 2004, OAO Severstal challenged SNA
to set even higher health and safety standards and expectations
for its operations through the development of a new Health and
Safety Management System that would conform to the international
Occupational Health and Safety Assessment Standard, OHSAS 18001.
SNA successfully completed its OHSAS 18001 certification audit on
March 16, 2005 and was officially certified on April 1, 2005.  "It
is our sincere belief and expectation that by instituting these
systems and through the vigilance of our employees, we will
continue to drive further improvements in our environment and
health and safety performance which will be appreciated and
deserved by our many stakeholders," said Mr. Makhov.

In conjunction with a worldwide Severstal Group initiative, SNA
has begun the process to become Sarbanes-Oxley compliant, to
ensure that effective financial controls are in place. The first
phase of SNA's implementation plan targets Section 404 compliance.

Severstal North America, Inc. is an integrated flat rolled sheet
steel producer that primarily serves the automotive, converter and
service center markets in North America.  SNA employs
approximately 2,200 employees in its manufacturing facilities and
corporate offices located in Dearborn, Michigan.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 22, 2004
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on Russia-based integrated steel company
OAO Severstal and removed it from CreditWatch, where it was placed
on Nov. 10, 2004.  The outlook is stable.

Severstal's high appetite for acquisitions remains one of the key
factors constraining the rating at the 'B+' level, despite
relatively favorable operating and financial profiles.

Standard & Poor's expects that Severstal's profitability and cash
flow generation will continue to benefit from favorable industry
conditions.  S&P will continue to closely monitor Severstal's
financial policy, particularly in areas such as M&A (including the
expected return of mining assets from Severstal's shareholders),
capital expenditures, debt, distributions to shareholders, and
financial support to group members.  In the longer term, the
rating will be driven largely by Severstal's ability to resist the
cost erosion caused by the appreciation of the Russian ruble and
to curb working capital outlays, as well as by developments in the
Russian steel market and the success of the company's strategy of
entering higher value added market segments and improving
operating efficiency.

"Any upgrade would require a more predictable financial policy and
improved transparency, and the rating is therefore constrained at
its current level," added Ms. Anankina.


OWENS CORNING: Dist. Court Affirms Order Blocking B-Readers Suit
----------------------------------------------------------------
Judge Fullam affirms the Bankruptcy Court's decision denying
Credit Suisse and First Boston's request to commence an adversary
complaint against certain B-readers who falsely reported X-ray
readings as positive for asbestos-related disease in prepetition
personal injury claims asserted against Owens Corning and its
debtor-affiliates.

As previously reported, CSFB asserted that the Bankruptcy Court's
decision constitutes a reversible error.  CSFB cited the case of
the Official Committee of Unsecured Creditors of Cybergenics
Corp. v. Chinery 330 F.3d 548 (3d Cir. 2003).  Based on the
Cybergenics case, CSFB pointed out that "Congress recognized and
approved of derivative standing for creditors' committees [and
intended] committees to play a robust and flexible role in
representing the bankruptcy estate, even in adversarial
proceedings."

In his Memorandum and Order, Judge Fullam notes that in the
Cybergenics case, the Court of Appeals sitting en banc ruled that
a creditor's committee may be permitted to bring derivative
lawsuits on behalf of debtors-in-possession, if the debtor-in-
possession "unreasonably" or "unjustifiably" fails to bring suit
on "colorable claims."

In assessing the pros and cons, the Bankruptcy Court was required
to accord to the debtor-in-possession "the deference normally
accorded pursuant to the Business Judgment Rule," Judge Fullam
says.  "The Bankruptcy Judge properly concluded that the Debtors'
decision not to initiate the proposed adversary action was
justified, and that its unwillingness to expose the Debtors'
estate to liability for the costs and expenses of defending, and
perhaps paying, counterclaims was entirely reasonable."

Judge Fullam relates that in 1996 and 1997, the Debtors had
pursued similar litigation against certain laboratories which, in
reliance on many of the same suspect B-readers that CSFB intends
to sue, had performed pulmonary functions tests which lent
support to claims which were actually invalid.  The litigation
was pursued for three years, ultimately producing a monetary
settlement which was sufficient to cover only about one-third of
Owens Corning's litigation expenses, Judge Fullam says.  "This
history, the fact that it is virtually impossible to 'prove'
which of two conflicting readings of lung X-rays is correct, the
virtual certainty that applicable statutes of limitation had long
since expired, and the unlikelihood that any significant recovery
against the suspect B-readers would prove to be collectible,
provide ample reason for the debtor to be unwilling to file the
proposed adversary action, and to be unwilling to permit CSFB to
do so unless the debtor's estate is protected from the backlash
of counterclaims which would almost certainly be asserted, as
well as the counsel fees and expenses associated with the
litigation."

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending Sept.
30, 2004.  (Owens Corning Bankruptcy News, Issue No. 106;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PACIFIC LIFE: Fitch Affirms CC & B Ratings on A-3 & B Notes
-----------------------------------------------------------
Fitch Ratings affirms two classes of notes issued by Pacific Life
CBO 1998-1 Ltd./Corp., effective immediately:

        -- $12,477,850 class A-1 'AAA';
        -- $38,000,000 class A-3 'B';
        -- $32,000,000 class B 'CC'.

Pacific Life is a collateralized bond obligation -- CBO -- managed
by the Pacific Life Insurance Company.  The Pacific Life notes are
backed by a pool of $58 million of high yield securities,
approximately 31% of which comes from emerging market debt.  Fitch
has reviewed in detail the portfolio performance of Pacific Life.

Since the last rating action in January 2004, the class A-2 notes
have been fully redeemed.  In addition the portfolio has continued
to deteriorate as depicted by the decline in the class B
overcollateralization -- OC -- ratio.  As of the April 2005
trustee report, the class B OC ratio has deteriorated to 58.9%,
down from 75.7% in January 2004 relative to a test level of
120.0%.  Over the same period, the class A OC ratio has shown some
improvement, due to deleveraging, increasing to 98.0% from 97.4%
over the same period.  The class A OC test has been failing since
April 2001 and the class B OC test since March 2000.  As of the
most recent trustee report, defaulted collateral represented 19.6%
of the total portfolio balance, excluding eligible investments.
Due to the failing OC levels, Pacific Life has been in an event of
default since February 2002.

The collateral deterioration has made it unlikely for Pacific Life
to cure the OC test levels in the near future.  The class A-1
notes have received principal redemptions amounting to 76.9% of
the original notes issued.  Both the class A-3 and class B notes
have received the full stated coupon to date.  However, during
cash flow modeling analysis under benign credit stresses,
projected interest proceeds alone were not sufficient to pay class
B noteholders their coupon.  This would result in principal
proceeds being applied to pay the unpaid class B interest.  This
diversion of principal dollars to pay class B interest erodes the
credit enhancement supporting the more senior notes.  Although the
class B notes are expected to receive interest for the foreseeable
future, they are not expected to receive any ultimate principal
recovery.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the notes still reflect the current
risk profile to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/


PENN TRAFFIC: GE Commercial Provides $164 Million to Finance Plan
-----------------------------------------------------------------
GE Commercial Finance Corporate Lending provided $164 million in
financing to support a plan of reorganization by The Penn Traffic
Company.  The financing includes a fully underwritten $130 million
revolving credit facility and a $6 million term loan.  GE
Commercial Finance also arranged a $28 million supplemental real
estate facility with Kimco Realty as additional support for Penn
Traffic's emergence from Chapter 11 of the Bankruptcy Code.

Penn Traffic will use the exit financing to fund cash
distributions required under the plan as well as its ongoing
operating needs.  The financing closed on April 13, 2005.

"This exit financing package is a creative solution that allows
Penn Traffic the financial flexibility to focus its efforts once
again on growth and profitability," said Randy Martin, Senior Vice
President - Finance, Penn Traffic.  "The GE team worked diligently
and creatively to find a solution that was best suited for our
company and not a one-size-fits-all financing.  We view this
transaction as further evidence of GE's strong commitment to our
organization and our industry."

Steve Panagos, Chief Restructuring Officer for Penn Traffic and
National Practice Leader for Kroll Zolfo Cooper, said: "GE's
ability to structure, underwrite and syndicate this credit
facility demonstrates one of their key strengths -- they don't
just promise, they actually deliver.  With its new financing in
place, Penn Traffic now has a stronger balance sheet and improved
operations to be even more competitive in its markets."

The financing for Penn Traffic's plan of reorganization was
provided jointly by Corporate Lending's Restructuring and Retail
Finance teams.

         About GE Commercial Finance Corporate Lending

GE Commercial Finance Corporate Lending offers financing to
clients from middle-market companies to large corporations.
Products and services include asset-based financing, cash flow
lending and corporate restructuring.  Corporate Lending is a
leading global provider of financing solutions for investment and
non-investment grade companies - committed to supporting clients
at all stages of the business cycle.  For more information on the
businesses and products of GE Commercial Finance Corporate
Lending, visit http://www.gelending.com/GE Commercial Finance,
which offers businesses around the globe an array of financial
products and services, has assets of over $230 billion and is
headquartered in Stamford, Connecticut.  General Electric (NYSE:
GE) is a diversified technology, media and financial services
company dedicated to creating products that make life better.  For
more information, visit the company's Web site at
http://www.ge.com/

Headquartered in Rye, New York, The Penn Traffic Company operates
109 supermarkets in Pennsylvania, upstate New York, Vermont and
New Hampshire under the BiLo, P&C and Quality trade names.  Penn
Traffic also operates a wholesale food distribution business
serving 80 licensed franchises and 39 independent operators.
The Company filed for chapter 11 protection on May 30, 2003
(Bankr. S.D.N.Y. Case No. 03-22945).  Kelley Ann Cornish, Esq., at
Paul Weiss Rifkind Wharton & Garrison, represents the Debtors in
their restructuring efforts.  When the grocer filed for protection
from their creditors, they listed $736,532,614 in total assets and
$736,532,610 in total debts.  The Court confirmed the Debtor's
First Amended Plan of Reorganization on March 17, 2005.  The Plan
took effect on Apr. 13, 2005.


PHOENIX COLOR: Moody's Junks Proposed $35 Mil. 2nd Lien Term Loan
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior implied rating of
Phoenix Color Corp. to B2, changed the outlook from negative to
stable, and assigned a B2 and Caa1 to the company's proposed
senior secured credit facilities.

Ratings upgraded:

   * Senior implied rating -- to B2 from B3

   * $105 million senior subordinated notes, due 2009 -- to Caa1
     from Caa2

Ratings assigned:

   * $15 million first lien revolving credit facility, due 2010 --
     B2

   * $80 million first lien term loan facility, due 2011 -- B2

   * $35 million second lien term loan facility, due 2011 -- Caa1

Rating affirmed:

   * Issuer rating -- Caa1

The rating outlook is stable.

The upgrade of the senior implied rating to B2 results largely
from an expected improvement in Phoenix's financial profile,
following the recent sale of its loss-making Book Technology Park
division, as well as from the improved liquidity and amortization
profile conferred by the proposed first and second lien senior
secured credit facilities.

The change in outlook to stable reflects an expectation of more
positive cash flow results and improved balance sheet metrics now
that the company has shed its BTP one and two-color book
manufacturing business and can focus its efforts on its core book
components and multicolor juvenile book manufacturing operations.

The ratings also incorporate Phoenix's leading market share in the
book components business, the value of its contracts with leading
publishing companies, and the limited number of domestic
competitors in this sector.  Nevertheless, the ratings recognize
Phoenix's highly leveraged financial profile, the company's focus
on a relatively narrow product range, concentration in its
customer base and increasing competition from book manufacturers,
especially overseas juvenile book manufacturers.

At the end of December 2004, Phoenix completed the sale of the
binding lines and press equipment related to its BTP operations to
R.R. Donnelley in a transaction valued at $17 million.  Since the
sale proceeds equaled the lease termination costs of the
underlying assets, Phoenix realized no net cash proceeds.
However, management has estimated that the sale of its BTP
division will result in a $9.7 million improvement in EBITDA from
these sources:

   (1) $5.1 million from the elimination of BTP's EBITDA losses;

   (2) $3.4 million from the elimination of intercompany costs;
       and

   (3) $1.2 million from savings related to the buyout of
       operating leases and the elimination of registration
       requirements following the retirement of its existing
       $105 million in senior subordinated notes.

Adjusting for these items, Moody's calculates the company's
leverage stood at 4.3 times debt to EBITDA at the end of 2004,
compared to 7.0 times on an unadjusted basis.  In addition,
management asserts that EBITDA will grow to $26 million during
2005, largely as a result of $4 million in new contracts with R.R.
Donnelley.

While the ratings upgrade and improved outlook mainly reflect an
expected improvement in Phoenix's leverage and liquidity profile
resulting from the BTP sale, rather than any improvement in the
underlying performance of its core business lines, Moody's expects
that the company's core businesses will continue to face
competitive pricing pressure from both domestic and international
rivals.  Within the US, Phoenix's components business competes
principally against Coral Graphics, Jaguar Advanced Graphics and
Lehigh Press.  In addition, the company's book manufacturing
operations face increasing international competition especially
from vendors in Asia.

Ratings and/or outlook could be upgraded if the book component
market experiences a significant increase in sales above Moody's
current expectations.  Ratings could be downgraded, or the outlook
changed to negative, if management is unable to deliver on the
cost savings and incremental business which it expects will occur
as a result of the BTP sale, or if the company's book components
or book manufacturing businesses suffer from heightened
competitive pressure.

The Caa1 rating on Phoenix's existing $105 million senior
subordinated notes will be withdrawn upon the completion of the
expected tender offer and subsequent retirement from the proceeds
of the proposed credit facilities.

The first lien facilities are rated at parity with the senior
implied rating as they represent the preponderance of Phoenix's
debt at closing.  The $35 million second lien term loan is rated
two notches below the senior implied rating reflecting its
junior-most position within Phoenix's debt structure, the
inability by second lien holders to pursue remedies until all
first lien obligations have been satisfied in full, and the
questionable recovery prospects available to its holders in a
downside scenario.

Headquartered in Hagerstown, Maryland, Phoenix Color Corp. is a
leading manufacturer of book components and multicolored books.
The company reported sales of $99 million in 2004.


PRECISE TECHNOLOGY: Poor Performance Spurs S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Precise
Technology Inc. to negative from stable, reflecting the company's
weaker-than-expected operating performance primarily because of
delayed new product introductions and elevated raw-material costs
during the past year.

At the same time, Standard & Poor's affirmed its ratings on the
company including its 'B+' corporate credit rating. Precise, based
in North Versailles, Pennsylvania, had about $187 million of debt
outstanding at Dec. 31, 2004.

"Operating results during the past 12 months have failed to
improve as anticipated as a result of the delayed regulatory
approval and introduction of new medical products and higher than
expected raw-material costs that have constrained margins and
increased working capital requirements," said Standard & Poor's
credit analyst Franco DiMartino.

Should operating profitability for the remainder of the fiscal
year fail to improve, Precise may be challenged to remain in
compliance with the financial covenants in its bank credit
agreement, and will have limited capacity to improve the financial
profile in line with earlier expectations.  Access to the credit
facility is a key rating consideration in light of the company's
small cash balance, limited free cash flow generation, and
meaningful debt service requirements.

The ratings on Precise reflect:

    (1) a below-average business profile due to the modest scope
        of the company's operations,

    (2) a highly fragmented and competitive industry structure,

    (3) the commodity nature of its products, and

    (4) a very aggressive financial policy.

Partially offsetting factors include:

    (1) well-established positions in several packaging niches,

    (2) long-term contracts with customers that provide a stable
        revenue base and include resin cost pass-through
        provisions, and

    (3) relatively stable end markets.


R. CHACRA: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: R. Chacra, Inc.
        1900 Fox Drive
        McAllen, Texas 78504

Bankruptcy Case No.: 05-70453

Chapter 11 Petition Date: May 2, 2005

Court: Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Antonio Villeda, Esq.
                  5414 North 10th Street
                  McAllen, TX 78504
                  Tel: (956) 631-9100

Total Assets: $1,500,040

Total Debts:  $893,580

The Debtor does not have any unsecured creditors who are not
insiders.


SA HOLDINGS: Sues City of South Amboy to Get Property Sale Moving
-----------------------------------------------------------------
S.A. Holding Co., LLC, and Delilah's Den of S.A., Inc., commenced
an adversary proceeding in the U.S. Bankruptcy Court for the
District of New Jersey against the City of South Amboy and the
City of South Amboy Zoning Board of Adjustment.  The Debtors have
battled with the City for years.  The Debtors have agreed to
shutter the adult entertainment club they operate, and have agreed
to sell their real estate to a residential property developer.
The City is blocking the sale and the Debtors blame the City for
rendering their estates insolvent.  The Debtors want the
Bankruptcy Court to force the City to do what it promised so
creditors don't suffer any further pain.

                       Nature of Dispute

The dispute among the Debtors and the City of South Amboy arises
out of a contract and subsequent litigation in state and federal
courts that spans over 8 years.

S.A. Holding owns the real estate located at 3630 Route 35 North
in South Amboy, New Jersey.  Delilah's Den owns and operates an
adult club on S.A. Holding's property.  The Adult Club has live
entertainment including "go-go" dancing.  The Club also sells
alcoholic beverages.

On July 30, 1998, the parties entered into a settlement agreement
allowing the Club to continue its operations for two years.  The
settlement was amended in September 2001 to give the Debtors
another two years to operate.  In 2003, the City of South Amboy
went to the Superior Court of New Jersey, Middlesex County, Law
Division [Docket No. 1-9822-95, L10667-96, L-10839-97] asking that
the Court immediately shut down the Debtors' business.  The Court
granted the City's request.

The Debtors appealed to the Superior Court of New Jersey,
Appellate Division.  The Appellate Division vacated the Trial
Court's order and ordered a full evidentiary hearing on the breach
of contract issue.

                     The Breach of Contract

The Debtors agreed to give their valuable rights to continue doing
business as an adult club in exchange for the City placing the
property into a redevelopment zone.  However, the Debtors say the
City of South Amboy failed to wuphold its end of the bargain and
nothing happened for years.  According to the Debtors, the City of
South Amboy "intentionally, wantonly, arbitrarily and capriciously
refused to place the Debtors' property in a realistic
redevelopment zone."

Despite the City of South Amboy's breach of the agreement, it
continues to force the Debtors not to do business through the
enforcement of the State Court Action.  The Debtors are insolvent
as a result.

                   Property Sale in Jeopardy

The Debtors now want to sell the property to Kara Homes
Development LLC for $4.35 million.  That sale transaction is
contingent on rezoning the property.  The South Amboy
Redevelopment Agency is refusing to clear the sale becuase
property is the subject to on-going litigation.  The Debtors ask
the Bankruptcy Court to force the City to do what it originally
promised and stop blocking the sale.

The Debtors argue that the rights they gave up under the
settlement agreement are avoidable under New Jersey state law and
under Sections 544 and 550 of the Bankruptcy Code.  In short, the
Debtors say, they received nothing from the City in exchange for
their promises under the settlement agreement.

Headquartered in New Brunswick, New Jersey, S.A. Holding Company,
LLC,, owns real property in South Amboy, New Jersey.  Delilah's
Den of S.A., Inc., owns and operates an adult club on the
property.  The Debtors filed for chapter 11 protection on April 1,
2005 (Bankr. D. N.J. Case No. 05-19874).  Michael F. Hahn, Esq.,
and William S. Katchen, Esq., at Duane Morris LLP represent the
Debtors.  When the Debtors filed for protection from their
creditors, they listed $1 million to $10 million in assets and
estimated debts of less than $50,000.


SAAN STORES: Emerges from CCAA Protection with $30M Exit Facility
-----------------------------------------------------------------
SAAN Stores Ltd. successfully emerged from court protection.
The Company also disclosed the completion of its restructuring
refinancing providing for availability of up to $36 million, to
support the re-launch of the Company's reorganized network of 142
stores across Canada, scheduled for reopening this week.  As of
May 4, 2005, 101 stores have already been reopened, with fresh new
inventory being delivered daily.

SAAN, Canadian controlled and operated, is a discount family
department store retailer, serving moderate and middle-income
households, with locations reopening in all Provinces and
Territories, except PEI and Nunuvat.

Commenting on SAAN's restructuring and emergence, SAAN President,
Doug Elliott stated: "Our experienced and dedicated restructuring
team moved decisively and expeditiously over the last four months,
focused on our mandate to reorganize SAAN's business to achieve a
positive turnaround of the Company's operations.  SAAN now has a
sustainable business model and the financing support to return the
Company to profitability, and to restore SAAN to its heritage and
reputation for providing value and community leadership in small
towns and rural communities across Canada."

               SAAN Refinancing Approved and Funded

On March 24, 2005, the Court approved the terms of a $20 million
DIP loan facility, which SAAN arranged with GMAC Commercial
Finance Corporation - Canada.  The GMACCF DIP Loan was contingent
upon SAAN arranging subordinated debt of $6 million.  The GMACCF
DIP Loan and the GMACCF Loan Sub-Debt together comprise the SAAN
Refinancing of up to $36 million.  The GMACCF DIP Loan
contemplates its conversion, in GMACCF's discretion, into a three-
year senior secured, committed revolving $30 million emergence
loan facility.  On April 1, 2005, SAAN advised the Court that it
had executed loan documents totaling $6 million with Gendis Inc.,
Jana Holdings Inc., and 6301533 Canada Inc., to satisfy the GMACCF
Loan Sub-Debt requirement, providing for each party to fund $2
million respectively.  GMACCF and the Court approved the GMACCF
Loan Sub-Debt and the SAAN Refinancing was completed on Monday,
May 2, 2005, providing the required funding for the Company's re-
launch through its reorganized 142-store network.

Mr. Greg Crombie, the Company's Communications Director,
commenting on SAAN's refinancing, stated: "Our first priority with
our financing now in place is to immediately reopen our stores.
Our commitment is to restoring SAAN to its historic leadership
position in all our markets, based on meeting consumer needs by
delivering exceptional value everyday, on a wide range of
household products and fashion apparel for the entire family.  We
are very encouraged by the response of Mayors and community
leaders across Canada who have rallied to support a revitalized
SAAN, recognizing the significant benefits of a vibrant retail
presence to the vitality of their communities."

                  Creditors Approve Proposal

The Ontario Superior Court of Justice approved and sanctioned
SAAN's Second Amended Proposal on May 2, 2005.  Creditors
representing 85.2% in dollar value of admitted claims and 96.7% in
number voting in person or by voting letter overwhelmingly
approved the Proposal on Apr. 20, 2005.  The Court-appointed
Trustee, RSM Richter, endorsed SAAN's Proposal as advantageous for
affected creditors.

SAAN's Proposal provides for payment options and distributions to
Affected Creditors beginning August 2005 through August 2008, in
the aggregate guaranteed amount of $6.5 million, up to a maximum
of $11 million depending on SAAN's sales in future years.

                     SAAN's Proposal Options

SAAN's Proposal gives Affected Creditors three options:

  (1) Preferred Creditors

      Affected Creditors referred to in the Proposal as the
      "Preferred Creditors" are those prescribed by law to be paid
      in priority to all other claims when the First Dividend is
      paid, i.e.: prescribed priority government claims under the
      Income Tax Act; prescribed priority employee and former
      employee claims; and, prescribed administrative fees and
      expenses.

  (2) Electing Creditors

      Affected Creditors owed $500 or less will be paid in full
      when the First Dividend is paid.  Affected Creditors who are
      owed greater than $500 have the option of accepting $500 in
      satisfaction of their claims when the First Dividend is
      paid.  Affected Creditors with claims which are $500 or
      less, and Affected Creditors with claims greater than $500
      agreeing to accept $500 in satisfaction of their claims are
      referred to in the Proposal as the "Electing Creditors".

  (3) Participating Creditors

      Affected Creditors owed more than $500 can receive dividends
      over time.  These Affected Creditors are referred to in the
      Proposal as the "Participating Creditors" and they will have
      the right to share in four dividend payments during the
      period commencing August, 2005, through August, 2008. Many
      of the dividends have guaranteed amounts.  The aggregate
      guaranteed amount is $6.5 million and, depending on SAAN's
      sales in future years, the dividends may be higher than the
      guaranteed minimum amounts, up to a maximum of $11 million.

                     First Dividend Payment

The payment of the First Dividend in the guaranteed amount of
$2 million will be paid on or before August 31, 2005 as follows:

  (1) the claims of the Preferred Creditors shall be paid in full
      from the First Dividend in priority to the claims of the
      other Affected Creditors.

  (2) the claims of the Electing Creditors will be paid in full
      from the First Dividend.

  (3) the Participating Creditors shall be paid rateably, on a
      dollar for dollar basis, based on their proven claims, from
      the remainder of the First Dividend.

          Second, Third and Fourth Dividend Payments

The Second, Third and Fourth Dividends referred to in the Proposal
as payable over 2006, 2007 and 2008, will be a minimum of
$4.5 million in the aggregate, up to a maximum of $9 million in
the aggregate.  These dividends will be paid on or before Aug. 31
in each of 2006, 2007 and 2008.

In each of these three successive years the payment will be the
greater of:

  (1) the guaranteed amount of $1.5 million; or,

  (2) the sum which is the total of, firstly, 1% of the Company's
      Sales up to $150 million, plus, secondly, 1.5% of the
      Company's Sales in excess of $150 million (Company's Sales
      meaning in the prior fiscal period and as defined in the
      Proposal); but,

  (3) in no event shall the payment in each of these three
      successive years exceed $3 million.

                     Disposition Dividend

In the event of the sale of the majority of the shares of SAAN to
an arm's length third party on or before August 31, 2008, the
Company shall pay an amount equal to three percent of the net sale
proceeds (in cash or in kind) on the sale of such shares to the
Proposal Trustee for pro-rata distribution to the Participating
Creditors.

Commenting on SAAN's Proposal to its creditors, Mr. Elliott
stated: "It is apparent from the public reporting disclosing
SAAN's financial performance during 2004 that without the late
intervention of SAAN Acquisition Corp. and its December 16, 2004
purchase of SAAN, SAAN was on the eve of bankruptcy and the
imminent end of the SAAN legacy was on the horizon.  RSM Richter's
April 6, 2005 Trustee Report to the Company's creditors concerning
the Proposal estimated that in the event of SAAN's bankruptcy the
unsecured creditors would experience no recovery.  In recommending
the acceptance of the Company's Proposal facilitated by SAAN's
reorganization, RSM Richter estimated that unsecured creditors
will recover between 12 cents and 15 cents on the dollar, rather
than nothing.

Mr. Elliott continued: "The overwhelming support for our creditor
Proposal, combined with the completion of our restructuring
funding, made possible SAAN's emergence from court protection as a
revitalized and refinanced national retail chain, with 142 stores
and over 1,600 employees, supported by valued supplier relations
preserved with thousands of providers of goods and services. It
has also paved the way for us to pay substantial future dividend
payments to our creditors.  We are very grateful to our creditors
and stakeholders for their support of our reorganizational
efforts."

As reported in the Troubled Company Reporter on Jan. 19, 2005,
SAAN sought and obtained protection under the Companies' Creditors
Arrangement Act, to facilitate the Company's reorganization.
Pursuant to the Initial Order, RMS Richter, Inc., has been
appointed as the Monitor, an officer of the Court, to monitor
SAAN's affairs during the CCAA process.  The effect of the Initial
Order is to stay SAAN's creditors from enforcing their claims
against the Company.  It also provides a means for SAAN to
implement cost savings and to commence negotiations with
stakeholders, with a view to implementing a restructuring through
a plan of compromise and arrangement with affected creditors.


SAAN STORES: Re-Opens 142 Stores Across Canada After CCAA Exit
--------------------------------------------------------------
With SAAN's emergence and refinancing, SAAN Stores Ltd. is now
poised and ready, with the commitment and solid support of its
major landlords and suppliers, and its employees and lenders, to
re-launch its reorganized and revitalized operations,
strategically positioned as:

  (1) 142 stores across Canada with re-negotiated long-term leases
      reopening this week;

  (2) approximately 1,600 employees currently employed (with over
      2,000 to be employed including seasonal employees), in
      SAAN's stores, and in the Company's Montreal logistics and
      operations facilities and its newly-established Toronto
      management office;

  (3) maintenance of a small administration office in the
      Company's former Winnipeg premises for purposes of orderly
      transitional management and the ongoing management of SAAN's
      pension fund for its plan members.

      At this time, retirees' benefits are continuing to be paid
      in the normal course;

  (4) approximately $20 million of new merchandise at retail
      acquired and either on hand in SAAN stores, or in the
      process of being delivered to SAAN stores;

  (5) approximately $60 million of additional new merchandise at
      retail committed by purchase orders to support the
      continuous restocking of SAAN stores;

  (6) exclusive arrangements established with a major Canadian
      retail supplier for launch of the Jessica Simpson label in
      Canada, and for the sale of the Enuff label in Canada;

  (7) new Merchandising and Store Operational Guidelines in place
      to support SAAN's re-launch initiative;

  (8) newly developed re-launch marketing program in place to
      support a speedy recovery of sales and market share for
      SAAN; and,

  (9) communications initiatives underway with Mayors and
      community leaders across Canada, developing local community
      support programs to celebrate the reopening of SAAN's stores
      in these communities.

SAAN Executive Vice President, Julie Rulli, commenting on the
reopening of SAAN's stores, stated: "Overwhelmingly, these 142
stores we are reopening represent the best of SAAN's original
locations and provide a very positive base for restoring the SAAN
heritage for success.  We are extremely grateful for the loyalty
and support of SAAN's customers throughout this challenging period
of reorganization.  We will require our customer's continued
patience as we rebuild the organizational support and inventory
levels in our stores, throughout the month of May, to create a
welcoming and vibrant retail shopping experience."

SAAN Vice President of Merchandise, Pam O'Rourke, commenting on
the Company's re-launch, stated: "With our refreshed inventory
commitments and our new fashion brand launch programs now in
place, we are committed to retaining the best of SAAN's historic
product offerings and complimenting this assortment by introducing
new and exciting products that will enhance the total customer
shopping experience and deliver exceptional value to our
customers, everyday."

As reported in the Troubled Company Reporter on Jan. 19, 2005,
SAAN sought and obtained protection under the Companies' Creditors
Arrangement Act, to facilitate the Company's reorganization.
Pursuant to the Initial Order, RMS Richter, Inc., has been
appointed as the Monitor, an officer of the Court, to monitor
SAAN's affairs during the CCAA process.  The effect of the Initial
Order is to stay SAAN's creditors from enforcing their claims
against the Company.  It also provides a means for SAAN to
implement cost savings and to commence negotiations with
stakeholders, with a view to implementing a restructuring through
a plan of compromise and arrangement with affected creditors.


SALOMON BROTHERS: S&P Junks Series 2000-C3 Class N Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
B, C, D, E, F, G, and K of Salomon Brothers Commercial Mortgage
Trust 2000-C3.  Concurrently, all other outstanding ratings from
this transaction are affirmed.

The raised and affirmed ratings reflect improved pool performance
and credit enhancement levels that provide adequate support
through various stress scenarios.

As of April 2005, the trust collateral consisted of 166 commercial
mortgages with an outstanding balance of $809.3 million, down
11.5% since issuance.  The master servicer, Midland Loan Services
Inc., reported either full year 2003 or full or partial year 2004
net cash flow debt service coverage ratios for 96.1% of the loans.
Based on this information, Standard & Poor's calculated the DSCR
for the pool at 1.44x, up from 1.35x at issuance.

The current weighted average DSCR for the 10 largest loans ($297.2
million; 36.7% of the pool) is 1.53x, up from 1.41x at issuance.

The largest loan in the pool, One Financial Place, has a balance
of $115 million (14.2%).  This loan is secured by a 1,019,325-
square-foot (sq. ft.) class A central business district office
building located at 440 South LaSalle Street in Chicago Ill.  As
of March 31, 2005, occupancy was 85.5%, consistent with the
downtown Chicago office market.  Servicer reported NCF was $18.0
million, up from $17.0 million at issuance.  DSCR has improved to
1.72x from 1.63x at issuance.  Standard & Poor's re-underwrote the
loan based upon information provided by Midland.  Based upon
Standard & Poor's current valuation criteria, the loan exhibits
credit characteristics consistent with a 'AAA' rating.

There are five loans (combined balance of $21.3 million; 2.63%)
that are with the special servicer, Lennar Partners Inc. (Lennar).
Three are secured by office properties and two are secured by
multifamily properties.  Three of the loans are current, one is
90-plus days delinquent, and one is a matured balloon loan, which
is discussed below.

The largest specially serviced loan is 85 Devonshire for $13.4
million (1.65%).  A class B 92,000-sq.-ft. office building in
downtown Boston, Massachusetts built in 1905 secures the loan. It
is currently 84% occupied and last reported a NCF DSCR of 0.79x as
of March 31, 2004.  The borrower stopped making payments in
December 2004 and the loan matured April 2005.  The borrower has
offered a deed-in-lieu, which Lennar is negotiating.  The property
has considerable near-term lease rollover and a loss is possible
upon disposition.

The remaining four specially serviced loans total $7.87 million
(0.97%) and comprise two office properties and two multifamily
properties.  Losses may result from the disposition of some of
these loans.

The servicer's current watchlist notes 24 loans totaling $85.0
million (10.5%).  The largest loan on the watchlist, Hamilton
Court Apartments, for $15.4 million (1.9%), reported a NCF DSCR of
0.50x as of Dec. 31, 2004.  However, net operating income DSCR was
1.27x, as the borrower has spent more than $1.0 million in capital
expenditures to improve units, as they turn over.

Most of the other loans on the watchlist appear due to low
occupancies, low DSCRs, or upcoming lease expirations, and were
stressed accordingly by Standard & Poor's.

Based on discussions with Midland and Lennar, Standard & Poor's
stressed various loans in the mortgage pool, paying closer
attention to the specially serviced and watchlisted loans.  The
expected losses and resultant credit enhancement levels adequately
support the rating actions.


                         Ratings Raised
         Salomon Brothers Commercial Mortgage Trust 2000-C3
         Commercial mortgage pass-thru certs series 2000-C3

                       Rating
                       ------
            Class   To        From      Credit Enhancement
            -----   --        ----      ------------------
            B       AAA        AA                   18.94%
            C       AAA        A                    14.42%
            D       AA         A-                   12.73%
            E       AA-        BBB+                 11.03%
            F       A          BBB                   9.34%
            G       BBB+       BBB-                  7.64%
            K       BB-        B+                    2.70%


                         Ratings Affirmed
         Salomon Brothers Commercial Mortgage Trust 2000-C3
         Commercial mortgage pass-thru certs series 2000-C3

             Class     Rating         Credit Enhancement
             -----     ------         ------------------
             A-1       AAA                        24.31%
             A-2       AAA                        24.31%
             H         BB+                         4.25%
             J         BB                          3.40%
             L         B                           1.43%
             M         B-                          0.86%
             N         CCC+                        0.44%
             X         AAA                         N/A

N/A-not applicable.


SKIN NUVO: Committee Taps Heller Ehrman & Jones Vargas as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Skin Nuvo
International, LLC, and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Nevada for permission to
employ Heller Ehrman LLP and Jones Vargas as its counsel.

The two law firms are expected to:

   a) assist and advise the Committee in its consultations with
      the Debtors and in its examination, investigation and
      analysis of the Debtors' pre-petition and post-petition
      conduct, affairs and financial condition;

   b) review, analyze and advise the Committee concerning all
      motions, orders, statements and schedules filed with the
      Bankruptcy Court or any other court in which those filings
      affect the Debtors;

   c) assist and advise the Committee in evaluating, negotiating
      and proposing a plan of reorganization for the Debtors, and
      in engaging other professionals required by the Committee;

   d) assist and advise the Committee in litigations before the
      Court, in which those litigations involved substantial and
      material issues of bankruptcy law that affect the rights of
      unsecured creditors; and

   e) provide all other legal services to the Committee that are
      necessary in the Debtors' chapter 11 cases.

Frederick P. Corbit, Esq., a Member at Heller Ehrman, and Janet L.
Chubb, Esq., a Member at Jones Vargas are the lead attorneys
who'll represent the Committee.

Mr. Corbit reports Heller Ehrman's professionals bill:

      Designation             Hourly Rate
      ------------            -----------
      Counsel/Associates      $290 - $450
      Paralegals                 $150

Ms. Chubb reports Jones Vargas' professionals bill:

      Designation             Hourly Rate
      ------------            -----------
      Counsel/Associates      $165 - $390
      Paralegals              $125 - $155

Both Heller Ehrman and Jones Vargas assure the Court that they do
not represent any interest materially adverse to the Committee,
the Debtors or their estates.

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.


STATEN ISLAND: Fitch Affirms BB- Rating on $49 Million Bonds
------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on $49 million of
Staten Island University Hospital's bonds and placed the bonds on
Rating Watch Negative.  Rating Watch Negative indicates that the
rating may be lowered in the near term.

The New York State Attorney General's office has been
investigating Staten Island University Hospital -- SIUH -- since
1998 regarding Medicaid overpayments of various clinic operations.
One aspect of the investigation was settled in 1999 that resulted
in a payback term of $2 million a year over 20 years.  Other
aspects of the investigation surrounding other regulatory
requirements of the clinics are ongoing and an additional
settlement with the AG is pending.  Independent of this, through
SIUH's voluntary disclosure to the Office of the Inspector General
-- OIG, a graduate medical education reimbursement investigation,
along with certain other federal investigations, commenced in
2004.

The placement of the bonds on Rating Watch Negative is driven by
the imminent nature of a settlement with the AG.  Although a date
has not been finalized, management has indicated that the
negotiations are nearing the end.  A settlement amount has not
been disclosed, however, Fitch believes that the size and or terms
of the settlement will place more pressure on Staten Island
University Hospital's already weak financial profile.  In
addition, uncertainty remains regarding the OIG investigation. The
OIG investigation may last several years and the potential size of
the settlement is unknown.  Fitch believes that final settlement
terms with both parties will be structured so that the hospital
can continue operating, however, at a further stressed level.

Operating performance remained negative in fiscal year 2004 with a
negative $3.6 million operating income.  Fitch expected greater
financial improvement with the engagement of Cambio in 2004. The
bottom line remained flat with a $1.43 million bottom line in FY
2004 compared to a $1.48 million bottom line in 2003 (without one
time items).  The bottom line budget for FY 2005 is $7.8 million,
which Fitch believes is achievable.  Initiatives implemented
include employee reductions, consolidation of services, and
revenue cycle improvements.  Through the first three months of FY
2005, excess income was $1.1 million compared to a budget of $1.5
million due to lower than expected volume.

Liquidity measures are weak at 32.7 days at March 31, 2005.  Due
to SIUH's financial position and pending settlements, capital
spending will be constrained.  Fitch views this as worrisome as
SIUH will need to continue to invest in its plant to remain
competitive.  However, SIUH's debt service is heavily front loaded
and there will be significant cash flow relief starting in 2011
when debt service drops to $9 million from $23 million currently.
Debt service coverage was sound at 1.8 times in fiscal 2004 and
1.9x for the three months ended FY 2005.

Credit positives remain SIUH's strong market share and affiliation
with North Shore Long Island Jewish Health System. SIUH maintains
a leading market share of approximately 59%, which has increased
from three years ago.  Fitch values SIUH's affiliation with NSLIJ
(rated 'A-' by Fitch) highly and believes the affiliation is
beneficial for both parties.  NSLIJ lends significant resources in
terms of managed care contracting, joint planning, group
purchasing and insurance.  In light of current regulatory issues,
Fitch views the affiliation as an important credit strength as
NSLIJ's management team has been more involved and assisting the
organization.  There has been no monetary support from NSLIJ to
SIUH.

Fitch will continue to monitor the outcome of the investigations
and determine the impact of the settlements on SIUH's rating.

SIUH is a 686-staffed bed hospital with three campuses located in
Staten Island, New York.  SIUH had total operating revenue of $585
million in fiscal 2004.  SIUH covenants to provide quarterly
disclosure to Fitch and bondholders.  Disclosure to Fitch includes
quarterly statements including a balance sheet, income statement,
and utilization statistics, and annual audited financials.

   Outstanding debt:

      -- $17,200,000 New York City Industrial Development Agency
         civic facility revenue bonds, (Staten Island University
         Hospital Project), series 2002C;

      -- $12,160,000 New York City Industrial Development Agency
         civic facility revenue bonds, (Staten Island University
         Hospital Project), series 2001A;

      -- $20,000,000 New York City Industrial Development Agency
         civic facility revenue bonds, (Staten Island University
         Hospital Project), series 2001B.


STELCO INC: Court OKs Sale of Welland Pipe's U&O Mill to Grinolet
-----------------------------------------------------------------
The Superior Court of Justice (Ontario) approved Stelco Inc.'s
(TSX:STE) sale of Welland Pipe's U&O Mill to Grinolet
Incorporation.

The Court sealed that part of the agreement of purchase and sale
dealing with the purchase price until the transaction has closed.
As indicated previously, the purchase price is in excess of the
independent liquidation appraisal values provided by Danbury Sales
Inc.

Ernst & Young Inc., the Court-appointed Monitor, had recommended
that the Court approve the sale on the grounds that Stelco
adequately canvassed the market for prospective purchasers, the
purchase price was fair and commercially reasonable, and the sale
represented the best recovery for Welland Pipe stakeholders.

Welland Pipe's operations were closed in March 2003 because of the
lack of demand for very large diameter pipe.  As noted previously,
Welland Pipe's land and buildings have been listed for sale with a
listing price of $4 million.

                          Financing Plan

As reported in the Troubled Company Reporter on Mar. 30, 2005,
Stelco sought the Court's approval to discontinue the capital
raising process as it relates to its core business, and replace it
with a financing plan.  In an affidavit of Hap Stephen, Stelco's
Chief Restructuring Officer, he noted that Stelco should be able
to return to Court by no later than May 30, 2005, to file a CCAA
plan and seek directions with respect to the calling of meetings
to obtain approval of the CCAA plan by stakeholders.

As reported in the Troubled Company Reporter on Apr 1, 2005,
Stelco received Court authorization to access the capital markets
in pursuit of new capital in the form of equity or a combination
of debt and equity.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue. The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on January 29, 2004, Stelco
Inc. and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


STRATOS GLOBAL: Owes Ex-Director Antle $C$1.74M from Court Ruling
-----------------------------------------------------------------
The Supreme Court of Newfoundland and Labrador ruled against
Stratos Global Corp. (TSX: SGB) in a lawsuit brought by Paul
Antle, a former director and officer of Stratos.

The case involved a dispute arising from the sale by Stratos of a
subsidiary to Mr. Antle in 1998, as well as a separate claim
regarding the eligibility to exercise stock options.  The Court
awarded Mr. Antle C$1.74 million, plus interest and costs, which
will be recognized in Stratos' second quarter financial results.
The Corporation is currently considering its options with respect
to an appeal.

Stratos Global Corporation -- http://www.stratosglobal.com/-- is
a publicly traded company (TSX: SGB) and the leading global
provider of a wide range of advanced mobile and fixed-site remote
communications solutions for users operating beyond the reach of
traditional networks.  With its owned-and-operated infrastructure
and extensive portfolio of industry-leading satellite and
microwave technologies (including Inmarsat, Iridium, Globalstar,
MSAT, VSAT, and others), Stratos serves the voice and high-speed
data connectivity requirements of a diverse array of markets,
including government, military, energy, industrial, maritime,
aeronautical, enterprise, media and recreational users throughout
the world.

                         *     *     *

AS reported in the Troubled Company Reporter on Oct. 27, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Stratos Global Corp., a global provider
of remote telecommunications services.  At the same time, Standard
& Poor's assigned its 'BB-' bank loan rating and a '3' recovery
rating to the company's proposed US$150 million senior secured
credit facility with final maturity in 2010, which is secured by
substantially all of the company's assets.

The '3' recovery rating indicates expectations for a meaningful
(50%-80%) recovery of principal in the event of a default or
bankruptcy.  Use of proceeds will be to refinance existing debt of
about US$125 million, while the remainder will be available for
general corporate purposes.  The outlook is stable.

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Moody's Investors Service assigned initial ratings to Stratos
Global Corporation of:

   * (P) Ba2 Senior Implied,
   * (P) Ba2 Senior Secured,
   * (P) Ba3 Issuer, and
   * SGL-1.

All long-term ratings are stable.


SYRATECH CORP: Alvarez & Marsal Approved as Turnaround Consultants
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts gave
Syratech Corporation and its debtor-affiliates permission to
employ Alvarez & Marsal, LLC, as their turnaround consultants.

Alvarez & Marsal will:

   a) assist in reviewing their current business plan, including
      assessment of short-term liquidity, management and cash
      generation opportunities and assist in the preparation of
      the Debtors' 2006 and 2007 business plans;

   b) assist the Debtors with respect to the communications
      process with the Debtors' creditors and other constituencies
      and assist in negotiating and obtaining debtor-in-possession
      and exit financing;

   c) assist the Debtors' legal counsel in the analysis,
      development and revision of the Debtors' plan of
      reorganization;

   d) assist in developing and presenting weekly and monthly
      reports to the Debtors' Board of Directors and other
      creditor groups, and in the development and maintenance of a
      13-week cash flow forecast model; and

   e) provide all other turnaround consultancy services to the
      Debtors that are necessary in their chapter 11 cases.

Douglas P. Rosefsky, a Managing Director at Alvarez & Marsal,
discloses that the Firm received a $115,000 retainer.  Mr.
Rosefsky charges $525 per hour for his services.

Mr. Rosefsky reports Alvarez & Marsal's professionals bill:

    Professional         Hourly Rate
    ------------         ----------
    Scott Thompson          $425
    James Morden            $325

    Designation          Hourly Rate
    ------------         -----------
    Managing Directors   $500 - $675
    Directors            $375 - $475
    Associates           $275 - $375
    Analysts             $150 - $300

Mr. Rosefsky discloses that Alvarez & Marsal will be paid with an
Incentive Fee of up to $300,000 upon the confirmation of a plan of
reorganization provided that the Board of Directors determine that
the Firm contributed significantly to the Debtors' restructuring
process and the confirmation of that plan.

Alvarez & Marsal assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Boston, Massachusetts, Syratech Corporation --
http://www.syratech.com/-- manufactures, markets, imports and
sells tabletop giftware and home decor products.  The Debtor,
along with its affiliates, filed for chapter 11 protection on Feb.
16, 2005 (Bankr. D. Mass. Case No. 05-11062).  Andrew M. Troop,
Esq. Arthur R. Cormier, Jr., Esq., Christopher R. Mirick, Esq.,
at Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed $86,845,512 in total assets and
$251,387,015 in total debts.


SYRATECH CORP: Peter J. Solomon Approved as Investment Bankers
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts gave
Syratech Corporation and its debtor-affiliates permission to
employ Peter J. Solomon Co., L.P., as their investment bankers.

Peter J. Solomon will:

   a) review and analyze the business plans and financial
      projections prepared by the Debtors, including testing
      assumptions and comparing those assumptions to historical
      Debtor and industry trends;

   b) advise and assist in evaluating strategic and capital
      structure alternatives for the Debtors, including
      considering the desirability of effecting a financing,
      reorganization or sale transaction, and in developing a
      general strategy for accomplishing that transaction;

   c) advise and assist the management in making presentations to
      the Debtors' Board of Directors concerning general strategy
      for any proposed financing, reorganization or sale
      transaction;

   d) negotiate and execute on the Debtors' behalf confidentiality
      agreements with potential parties interested in a proposed
      financing, reorganization or sale transaction;

   e) advise and assist in negotiations of a proposed financing,
      reorganization or sale transaction, and in definitive
      agreements related to that transaction; and

   f) provide all other financial and investment banking advisor
      services to the Debtors that are necessary in their chapter
      11 cases.

Bradley I. Dietz, a Managing Director at Peter J. Solomon, reports
that the Firm will be paid with a Monthly Advisory Fee of $75,000
and a $1,000,000 Reorganization Fee payable on the date of the
confirmation of a chapter 11 plan

Peter J. Solomon assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Boston, Massachusetts, Syratech Corporation --
http://www.syratech.com/-- manufactures, markets, imports and
sells tabletop giftware and home decor products.  The Debtor,
along with its affiliates, filed for chapter 11 protection on Feb.
16, 2005 (Bankr. D. Mass. Case No. 05-11062).  Andrew M. Troop,
Esq. Arthur R. Cormier, Jr., Esq., Christopher R. Mirick, Esq.,
at Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed $86,845,512 in total assets and
$251,387,015 in total debts.


TALON TECHNOLOGIES: Case Summary & 81 Largest Known Creditors
-------------------------------------------------------------
Debtor: Talon Technologies, Inc.
        7637 St. Clair Avenue
        Mentor, Ohio 44060

Bankruptcy Case No.: 05-16121

Type of Business: The Debtor manufacturers industrial
                  machinery on a contract basis.  See
                  http://www.talontechnologiesinc.com/

Chapter 11 Petition Date: May 3, 2005

Court: Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Stephen D. Hobt, Esq.
                  1370 Ontario Street, Suite 450
                  Cleveland, Ohio 44113-1744
                  Tel: (216) 771-4949
                  Fax: (216) 771-5353

Total Assets: $913,256

Total Debts:  $1,365,415

Debtor's 81 Largest Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Action Collectors, Inc.                        Unknown
4807 Rockside Rd., Ste. 400
Cleveland, OH 44131

Active Plumbing Supply Company                 Unknown
38033 Elm Street
Willoughby, OH 44094

Advance Gas & Welding                          Unknown
1662 East 331st Street, Unit 5
Eastlake, OH 44095

Advance Quality Group                          Unknown
1090 Erie Road
Eastlake, OH 44095

American Japaning                              Unknown
4917 Van Epps Road
Independence, OH 44131

American Stainless Corp.                       Unknown
P.O. Box 8000
Buffalo, NY 14267

Anodizing Specialist, Inc.                     Unknown
7547 Tyler Boulevard
Mentor, OH 44060

Bow Steel                                      Unknown
6167 West 80th Street
Indianapolis, IN 46278

Boyce Machine, Inc.                            Unknown
1524 Main Street
Cuyahoga Falls, OH 44221

Castle Metals                                  Unknown
P.O. Box 643188
Pittsburgh, PA 15264-3188

Central Collection Agency                      Unknown
205 West St. Clair Avenue
Cleveland, OH 44113

Cintas Corporation                             Unknown
P.O. Box 1340
Painesville, OH 44077

Clark Chemical & Oil                           Unknown
7555 Bessemer Avenue
Cleveland, OH 44127

Cleveland Speciality Inspection                Unknown
8562 East Avenue
Mentor, OH 44060

Copper and Brass Sales                         Unknown
P.O. Box 77040
Detroit, MI 48277-7040

Dettelbach, Sicherman & Baumgart               Unknown
1100 Ohio Savings Plaza
1801 East 9th Street
Cleveland, OH 44114

Diamond Tech, Inc.                             Unknown
401 South Street
Chardon, OH 44024

Dominion East Ohio                             Unknown
P.O. Box 26666
Attn: System Credit
18th Floor
Richmond, VA 23261-6666

Ecolawn, Inc.                                  Unknown
6178 Bramblewood Place
Mentor, OH 44060

Thomas Eisele                                  Unknown
57 Sycamore Drive
Painesville, OH 44077

ErieVu                                         Unknown
Maintenance, Inc.
38303 Airport Parkway
Willoughby, OH 44094

Fanuc America Corp.                            Unknown
Department 777986
Chicago, IL 60678-7986

Federated Insurance                            Unknown
P.O. Box 64304
Saint Paul, MN 55164-0304

Global Control                                 Unknown
Timothy P. Gurewicz
5425 East Heisley Road
Mentor, OH 44060

Guyer Precision                                Unknown
280 West Prospect Street
Painesville, OH 44077

HiCarb Corporation                             Unknown
23610 St. Clair Avenue
Euclid, OH 44117-2515

Humana Insurance Company                       Unknown
1100 Employers Boulevard
Green Bay, WI 54344

Internal Revenue Service                       Unknown
Insolvency Group 3
1240 East Ninth Street Room 457
Cleveland, OH 44199

Jackson Machinery Company, Inc.                Unknown
3201 East Royalton Road
Broadview Heights, OH 44147

John J. Cohagan                                Unknown
6070 Douglas Road
Madison, OH 44057

Johnston Industrial Sales Co.                  Unknown
644 Quarry Lane
Richmond Heights, OH 44143

JTS Machinery & Supply Company                 Unknown
7509 Tyler Boulevard
Mentor, OH 44060

K&C Lawn Care Ltd.                             Unknown
P.O. Box 263
Willoughby, OH 44096

Kowalski Heat Treat                            Unknown
3611 Detroit Avenue
Cleveland, OH 44113

Paul Ladas, CPA                                Unknown
8804 Tyler Boulevard
Mentor, OH 44060

Scott Lawrence                                 Unknown
36200 Reeves Road
Eastlake, OH 44095

LDMI Telecommunications                        Unknown
Dept. 77609
P.O. Box 77000
Detroit, MI 48277-0609

Lloyd Gage & Tool Company                      Unknown
7777 Wall Street
Cleveland, OH 44125

Michael Long                                   Unknown
1330 Craneing Road
Wickliffe, OH 44092

LSACleanpart LLC                               Unknown
1610B Berryessa Road
San Jose, CA 95133

M&M Tool Corp.                                 Unknown
8195 Tyler Boulevard, Suite 3
Mentor, OH 44060

Markem                                         Unknown
P.O. Box 2100
Keene, NH 03431-7110

Master Grinding
28917 Anderson Road
Wickliffe, OH 44092                            Unknown

McMaster Carr Supply Company                   Unknown
P.O. Box 7690
Chicago, IL 60680-7690

Medical Mutual of Ohio                         Unknown
2060 East 9th Street
Attention: 017B5310
Cleveland, OH 44115-1355

Michael C. Johnston                            Unknown
38700 Bell Road
Willoughby, OH 44094

Michael P. Harvey LPA                          Unknown
311 Northcliff Drive
Rocky River, OH 44116

MT Heat Treat, Inc.                            Unknown
8665 Station Street
Mentor, OH 44060

Nationwide Recovery Systems                    Unknown
2304 Tarply Drive, #134
Carrollton, TX 75006

Office of the U.S. Attorney                    Unknown
Carl B. Stokes U.S. Court House
801 West Superior Avenue, Suite 400
Cleveland, OH 44113-1852

Ohio Dept of Job & Family Services             Unknown
Attn: Collection Dept.
P.O. Box 182404
Columbus, OH 43218-2404

Ohio Valley Supply & Maintenance Co.           Unknown
2122 St. Clair Avenue
Cleveland, OH 44114

Parker SinclairCollins                         Unknown
95 Edgewood Avenue
New Britain, CT 06051

Philpott Rubber Company                        Unknown
1010 Industrial Parkway
Brunswick, OH 44212

Ted Robbins                                    Unknown
4757 Brooksdale Road
Mentor, OH 44060

John Roper                                     Unknown
5783 Beech Drive
MentorontheLake, OH 44060

SC Manufacturing                               Unknown
380 Kennedy Road
Akron, OH 44305-4422

Shop Supply & Tool Company, Inc.               Unknown
5814 Heisley Road
Mentor, OH 44060

Sky Bank                                       Unknown
30100 Chagrin Boulevard, Suite 100
Pepper Pike, OH 44124

State of Ohio                                  Unknown
Department of Taxation
30 East Broad Street
Columbus, OH 43215

State of Ohio                                  Unknown
Bureau of Worker's Compensation
P.O. Box 15567
30 West Spring Street, 22nd Floor
Columbus, OH 43215-2256

State of Ohio                                  Unknown
Department of Taxation
615 West Superior Avenue
Cleveland, OH 44113

James Steiner                                  Unknown
105 Fairport Nursery Road
Painesville, OH 44077

Ronald Stray                                   Unknown
7685 Pinehurst Road
MentorontheLake, OH 44060

Stricker Refinishing, Inc.                     Unknown
2060 Hamilton
Cleveland, OH 44114

Terri Stupica, Esq.                            Unknown
6449 Wilson Mills Road
Mayfield Heights, OH 44143

Joseph Sullivan                                Unknown
105 Fairport Nursery Road
Painesville, OH 44077

Superior Honing Equipment, Inc.                Unknown
6691 33rd East
Sarasota, FL 34243

Tendon Manufacturing, Inc.                     Unknown
20805 Aurora Road
Warrensville Heights, OH 44146

The Illuminating Company                       Unknown
6896 Miller Road
Brecksville, OH 44141-3222

The Parker Store                               Unknown
520 Ternes Avenue
Elyria, OH 44036

The Plain Dealer Publishing Company            Unknown
P.O. Box 740475
Cincinnati, OH 45274-0475

TruFab Technology                              Unknown
4860 East 345th Street
Eastlake, OH 44095

U.S. Attorney General                          Unknown
U.S. Dept. of Justice Tax Division
Civil Trial Sec., Northern Region
P.O. Box 55 - Ben Franklin Station
Washington, DC 20044

Uline                                          Unknown
2200 South Lakeshore Drive
Waukegan, IL 60085

United Grinding Industries                     Unknown
280 West Prospect Street
Painesville, OH 44077

UPS                                            Unknown
P.O. Box 650580
Dallas, TX 75265-0580

Virtual Manufacturing                          Unknown
4970 Emerald Lane
Brunswick, OH 44212

W. Lewis Sales Company                         Unknown
6661 Cochran Road
Solon, OH 44139

William Ruple Company                          Unknown
4765 Beidler Road
Willoughby, OH 44094

Yarde Metals                                   Unknown
45 Newell Street
Southington, CT 06489


TELEX COMMS: March 31 Balance Sheet Upside-Down by $976,000
-----------------------------------------------------------
Telex Communications, Inc. reported operating results for its
first quarter ended March 31, 2005.  Net sales for the 2005 first
quarter were $73.9 million, an increase of 9.8% compared to net
sales of $67.3 million for the first quarter of 2004.  First
quarter 2005 operating income increased 3.8% to $7.1 million
compared to operating income of $6.9 million for the 2004 first
quarter.

At March 31, 2005, Telex Communications' balance sheet showed a
$976,000 stockholders' deficit, compared to a $2,214,000 deficit
at Dec. 31, 2004.

                       About the Company

Telex Communications, Inc., designs, manufactures and markets
audio and communications products and systems to commercial,
professional and industrial customers.  The Company markets over
30 product lines that span the professional audio and
communications sectors.  The Company operates through two business
segments, Professional Audio and Audio and Wireless Technology.
The Professional Audio segment product lines include sophisticated
loudspeaker systems, wired and wireless intercom systems, mixing
consoles, amplifiers, wired and wireless microphones and other
related products.  The Audio and Wireless Technology segment
product lines include digital audio duplication products, military
and aviation products, land mobile communication systems, wireless
assistive listening systems and other related products.

Telex Communications, Inc. (Telex or Successor), a Delaware
corporation, is an indirect wholly owned subsidiary of Telex
Communications Holdings, Inc. (Old Telex or Predecessor). Telex
was formed in connection with the November 2003 restructuring of
Old Telex's debt obligations. Upon the closing of the
restructuring, Old Telex changed its name and Successor was
renamed. Reference to "the Company" in this press release means
Predecessor and/or Successor, as appropriate, for the relevant
period(s).


TENET HEALTHCARE: Posts $3 Million Net Loss in First Quarter
------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) reported a $3 million net
loss for its first quarter ended March 31, 2005.  This compares to
a net loss of $122 million in the first quarter of 2004.  The net
loss for the first quarter of 2005 includes net income from
continuing operations of $20 million, compared to net income of
$26 million in the first quarter of 2004 and a loss from
discontinued operations of $23 million, compared to a net loss of
$148 million in the first quarter of 2004.

"The first quarter's results show a number of encouraging signs
for our business," said Trevor Fetter, president and chief
executive officer.  "Of particular note were a marked improvement
in our admissions trend compared to recent quarters, a continued
drop in bad debt as a percentage of our net operating revenues,
generally good cost control and disciplined cash collections.
Inpatient admissions showed a notable improvement from the
declining trend of the last few quarters.  This sequential
improvement came after we had seen year-over-year declines for the
three previous quarters.  In fact, on a same-hospital basis, we
were only 1.2 percent lower than the volumes achieved in the first
quarter of 2004, which was by far Tenet's strongest quarter last
year.  As we have said, our ability to generate volume growth
remains a critical ingredient to improved profitability, and our
first quarter results showed signs of improvement in that key
measure as compared to the previous quarter."

"We continued to make progress on the fundamental drivers of our
business," said Reynold Jennings, chief operating officer.  "We
achieved our objectives for mid- to high-single digit percentage
pricing increases on the $1.5 billion of managed care contracts we
renegotiated during the first quarter, representing almost a third
of our managed care revenue.  In addition, we are continuing to
capture incremental efficiencies in our controllable operating
expenses."

Robert Shapard, chief financial officer, said, "We saw continued
stabilization of bad debt expense in the first quarter.  Stronger
collections, improving volume trends, pricing enhancements, and
continued cost management have all contributed to the company's
improved cash position.  Tenet ended the quarter with $1.5 billion
in unrestricted cash, including a tax refund of $537 million
received in late March".

                      Continuing Operations

Net income from continuing operations for the first quarter of
2005 was $20 million, including four items with an aggregate
positive net after-tax impact totaling approximately $11 million:

   (1) loss from early extinguishment of debt of $15 million pre-
       tax, $10 million after-tax, or $0.02 per share;

   (2) litigation and investigation costs of $8 million pre-tax,
       $5 million after-tax, or $0.01 per share;

   (3) gain on sale of four home health agencies and an infusion
       center of approximately $6 million pre-tax, $4 million
       after-tax, or $0.01 per share;

   (4) positive non-cash adjustment of the valuation allowance for
       deferred tax assets of $22 million, or $0.05 per share.

In addition, the company had stock compensation expense, included
in salaries and benefits, of $13 million pre-tax, $8 million
after-tax, or $0.02 per share in the first quarter of 2005 as
compared to $20 million pre-tax, $13 million after-tax, or $0.03
per share in the first quarter of 2004.

                           Patient Volumes

Same-hospital admissions (excludes two hospitals that were opened
during 2004) in the first quarter of 2005 were 177,261, an
increase of 8,849 admissions, or 5.3 percent, compared to the
fourth quarter of 2004 when same-hospital admissions were 168,412.
Same-hospital admissions decreased 2,198, or 1.2 percent, from
179,459 admissions in the first quarter of 2004.  There were 91
days in the first quarter of 2004, a leap year, a difference of
one day, or 1.1 percent, as compared to 90 days in the first
quarter of 2005.  Adjusting for this difference in the number of
days in each quarter, same-hospital admissions per day would have
been down only 0.1 percent when compared to the first quarter of
2004.  This is an improvement from the declining trend which
characterized same-hospital, year-over-year admissions in each of
the three previous quarters in 2004.

Admissions in Tenet's 14 south Florida hospitals declined by
2,104, or 3.9 percent, in the first quarter of 2005 compared to
the first quarter of 2004.  This decline in south Florida was
approximately 96 percent of the aggregate first quarter decline of
2,198 same-hospital admissions.  More than half of the Florida
hospital volume decline was the result of the conversion of
patient admissions to observation status.

Total admissions through the emergency department comprised 55
percent of total admissions for the first quarter of 2005,
compared to 52 percent in the first quarter of 2004 and 53 percent
in the fourth quarter of 2004.

Same-hospital outpatient visits in the first quarter of 2005 were
1,364,012, an increase of 22,797 visits, or 1.7 percent, as
compared to 1,341,215 in the fourth quarter of 2004. Same-hospital
outpatient visits in the first quarter of 2005 were down 153,066
visits, or 10.1 percent, compared to the first quarter of 2004.
Approximately half of this decrease was attributable to the sale
or closure of various home health agencies, hospices and clinics
during 2004.

Same-hospital patient days were 928,388 in the first quarter of
2005, an increase of 55,337 days, or 6.3 percent, as compared to
the sequential fourth quarter, and a decrease of 15,209 days, or
1.6 percent as compared to the first quarter of 2004.

Same-hospital surgeries were 122,455 in the first quarter of 2005,
an increase of 1,026 or 0.8 percent over the fourth quarter of
2004 and a decrease of 3,833 or 3.0 percent over the first quarter
of 2004.

Uninsured admissions declined to 3.5 percent of total admissions
in the first quarter of 2005, as compared to 4.0 percent in the
sequential, fourth quarter of 2004. This is a reversal of a trend
in which the percentage of uninsured patients increased steadily
in each successive quarter of 2004 from 3.2 percent in the first
quarter last year.

Patients qualifying for charity care comprised 1.3 percent of
admissions in the first quarter of 2005. Outpatient visits in the
first quarter of 2005 included 9.6 percent uninsured patients plus
0.3 percent of patients qualifying for charity care a slight
increase as compared to 9.3 percent uninsured and 0.3 percent
charity care outpatient visits in the sequential, fourth quarter
of 2004.

Uninsured patients and patients qualifying for charity care
represented 22.5 and 0.8 percent, respectively, of all patients
treated as outpatients in the emergency department in the first
quarter of 2005. In the fourth quarter of 2004, these patients
accounted for 22.6 and 0.9 percent, respectively.

                           Revenues

Net operating revenues were $2,499 million in the first quarter of
2005, a decrease of $75 million, or 2.9 percent, as compared to
$2,574 million in the first quarter of 2004. Patient discounts
provided under the Compact with Uninsured Patients ("Compact")
reduced net operating revenue in the first quarter of 2005 by $155
million, or 5.8 percent. Tenet initiated the implementation of the
Compact beginning in the second quarter of 2004. If the discounts
under the Compact were added back to net revenues, it would have
produced a non-GAAP measure of adjusted net operating revenues for
the first quarter of 2005 of $2,654 million which would be an
increase of $80 million or 3.1 percent compared to net operating
revenues for the first quarter of 2004.

Under the Compact, discounts are provided to uninsured patients at
managed care-style rates established by each hospital. Discounts
under the Compact were $155 million in the first quarter of 2005
compared to $141 million in the fourth quarter of 2004 and are
expected to grow further in future quarters as Tenet continues to
implement these discounts. Under the Compact, the discount offered
to an uninsured patient is recognized as a contractual allowance,
which reduces net operating revenues at the time the account is
recorded. Prior to implementing these discounting provisions under
the Compact, the vast majority of these discounts were ultimately
recognized to be uncollectible and, as a result, were recorded in
our provision for doubtful accounts.

The Compact was in effect at 57 of our 69 core hospitals at March
31, 2005. The Compact was implemented in our core 17 California
hospitals during the first quarter of 2005, leaving only our 12
Texas hospitals not yet participating in the program due to legal
and regulatory issues. We are seeking, in association with other
healthcare providers and industry associations in Texas, to
address the various legal and other restrictions that currently
limit our ability to implement the discounting components of the
Compact at our hospitals in that state.

Approximately $155 million in charity care, measured on a gross
charges basis, was provided in the first quarter 2005, as compared
to $148 million in the sequential, fourth quarter of 2004, and
$148 million in the first quarter of 2004.

Total uncompensated care for continuing operations, a non-GAAP
measure, defined as the sum of charity care plus discounts
provided under the Compact and provision for doubtful accounts,
was $468 million in the first quarter of 2005, approximately 16.7
percent of the sum of net operating revenues plus charity care
plus discounts provided under the Compact. In the fourth quarter
of 2004, total uncompensated care as defined above was $484
million, or approximately 17.9 percent of the sum of net operating
revenues plus charity care plus discounts provided under the
Compact. In the first quarter of 2004, total uncompensated care as
defined above was $425 million or approximately 15.6 percent of
the sum of net operating revenues plus charity care.

                           Pricing

Same-hospital net inpatient revenue per admission for the first
quarter of 2005 was $9,523 compared to $9,495 in the first quarter
of 2004. However, this unit measurement has been reduced by the
Compact. If the discounts under the Compact were added back to net
inpatient revenue, it would produce a non-GAAP measure of adjusted
net inpatient revenue per admission of $9,974 for the first
quarter of 2005, an increase of $479, or 5.0 percent, over the
first quarter of 2004. The increase in the percentage of uninsured
patients from 3.2 percent of total admissions in the first quarter
of 2004 to 3.5 percent in the first quarter of 2005 contributed to
this overall pricing increase. Self-pay admissions generate higher
revenue because self-pay patients are charged standard gross
charges prior to any Compact discounts. (A reconciliation of net
inpatient revenue to Compact-adjusted net inpatient revenue, how
the company uses the measures and why the company believes these
measures are useful, are provided in the tables below entitled
"Additional Supplemental Non-GAAP Disclosures." The foregoing also
applies to all non-GAAP measures described below.)

Same-hospital net outpatient revenue per visit was $512 in the
first quarter of 2005 compared to $513 in the first quarter of
2004. This unit measurement has also been impacted by the Compact.
If the discounts under the Compact were added back to net
outpatient revenue, it would produce a non-GAAP measure of $567 in
same-hospital adjusted net outpatient revenue per visit in the
first quarter of 2005, an increase of $54, or 10.5 percent,
compared to same-hospital net outpatient revenue per visit in the
first quarter of 2004. Same-hospital net outpatient revenue per
visit was significantly impacted by the sale or closure of certain
home health agencies, hospices and clinics during 2004. These
businesses typically generated lower revenue per visit than
Tenet's other outpatient services.

                  Managed Care Revenues and Pricing

The company disaggregates its managed care business into three
distinct categories:

   (1) commercial managed care,
   (2) managed Medicare, and
   (3) managed Medicaid.

Within managed care, approximately 78 percent of total patient
revenues are from Tenet's commercial business, 15 percent from
managed Medicare, and 7 percent from managed Medicaid in the first
quarter of 2005.  Managed care admissions components are: 65
percent commercial, 21 percent managed Medicare, and 14 percent
managed Medicaid.  Outpatient visits are 76 percent commercial, 10
percent managed Medicare, and 14 percent managed Medicaid.

Commercial managed care admissions were 50,930 in the first
quarter of 2005, a decline of 3,826, or 7.0 percent, from 54,756
admissions in the first quarter of 2004. This decline in
commercial managed care patients was partially offset by an
increase of 1,966, or 13.6 percent, in managed Medicare admissions
to 16,451 in the first quarter of 2005, and an increase of 81, or
0.7 percent in managed Medicaid admissions to 11,109 in the first
quarter of 2005. Managed Medicare and managed Medicaid provide
significantly lower unit revenues than commercial rates, often
half on a per-patient-day basis.

Pricing in the first quarter of 2005, solely from the commercial
managed care business category, increased by roughly 3 percent
relative to the first quarter of 2004. On managed care contracts
renegotiated in the first quarter of 2005, pricing increases have
generally been in the range of mid- to high- single digits.
Pricing increases on the company's aggregate managed care
portfolio reflect the adverse mix shift with stronger relative
growth coming from managed Medicare and managed Medicaid payers as
discussed above.

                  Controllable Operating Expenses

Controllable operating expenses (consisting of salaries and
benefits, supplies, and other operating expenses) were $2,115
million in the first quarter of 2005 as compared with $2,056
million in the first quarter of 2004, an increase of $59 million,
or 2.9 percent. Compared to the sequential, fourth quarter of
2004, the increase in controllable operating expense was $39
million, or 1.9 percent.

On a same-hospital basis, controllable operating expenses were
$2,098 million in the first quarter of 2005, an increase of $46
million, or 2.2 percent, as compared with the first quarter of
2004.

Salaries and benefits were $1,124 million, or 45.0 percent of net
operating revenues in the first quarter compared to $1,076 million
or 44.6 percent of net operating revenues in the sequential,
fourth quarter of 2004, and compared to $1,091 million or 42.4
percent of net operating revenues in the first quarter of 2004. If
the discounts under the Compact were added back to net operating
revenues it would have resulted in a non-GAAP measure of salaries
and benefits as a percent of adjusted net operating revenues of
42.3 percent in the first quarter of 2005 compared to 42.1 percent
in the fourth quarter of 2004 and 42.2 percent in the first
quarter of 2004. Salaries and benefits were $870 per equivalent
patient day in the first quarter of 2005 down $6, or 0.7 percent,
compared to $876 in the sequential fourth quarter of 2004, and up
$29, or 3.4 percent, in the first quarter of 2004.

Supplies expense was $457 million in the first quarter of 2005, up
$13 million, or 2.9 percent as compared to the sequential fourth
quarter of 2004, and up $23 million, or 5.3 percent, as compared
to $434 million in the first quarter of 2004. If the discounts
under the Compact were added back to net operating revenues it
would have resulted in a non-GAAP measure of supplies expense as a
percent of adjusted net operating revenues of 17.2 percent in the
first quarter of 2005 compared to 17.4 percent in the fourth
quarter of 2004. Supplies expense was $354 per equivalent patient
day in the first quarter of 2005, a decrease of $8, or 2.2
percent, compared with $362 in the sequential quarter, and up $19,
or 5.7 percent, as compared with $335 in the first quarter of
2004. This increase is primarily attributable to rapidly rising
costs in, and utilization of, high cost products associated with
orthopedic implants, cardiac items, blood products and
pharmaceuticals. In addition, the high costs associated with new
technology products are further increasing our supply costs.

Other operating expenses were $534 million in the first quarter,
down $22 million or 4.0 percent as compared with the sequential,
fourth quarter of $556 million and up $3 million, or 0.6 percent,
as compared with $531 million in the first quarter of 2004. If the
discounts under the Compact were added back to net operating
revenues, it would have resulted in a non-GAAP measure of other
operating expenses as a percent of the adjusted net operating
revenues of 20.1 percent in the first quarter of 2005 compared to
20.6 percent in the first quarter of 2004. Other operating expense
was $414 per equivalent patient day, a decrease of $39, or 8.6
percent, relative to $453 in the sequential, fourth quarter of
2004. Included in other operating expense was malpractice expense
of $52 million in the first quarter of 2005 compared to $62
million in the first quarter of 2004, a decrease of $10 million,
or 16.1 percent.

               Provision for Doubtful Accounts

Provision for doubtful accounts, or bad debt expense, was
$158 million in the first quarter of 2005, a decline of $119
million from the provision for doubtful accounts of $277 million
in the first quarter of 2004. Bad debt expense was 6.3 percent of
net operating revenues in the first quarter of 2005, compared to
10.8 percent of net operating revenues in the first quarter of
2004. Compact discounts of $155 million in the first quarter of
2005 resulted in an associated $143 million reduction in the
provision for doubtful accounts. If the $155 million and $143
million reductions as a result of the Compact were added back to
net operating revenues and bad debt expense, respectively, this
would have resulted in a non-GAAP measure of adjusted bad debt
expense of $301 million, or 11.3 percent of adjusted net operating
revenues in the first quarter of 2005. In the fourth quarter of
2004, bad debt expense as a percent of net operating revenue was
8.1 percent. If the $141 million and $130 million reductions as a
result of the Compact were added back to net operating revenues
and bad debt expense respectively, this would have resulted in a
non-GAAP measure of adjusted bad debt expense of $325 million or
12.7 percent of adjusted net operating revenues. On this
sequential quarter basis the first quarter of 2005 represents an
improvement of 140 basis points.

                       Accounts Receivable

Accounts receivable were $1,595 million at March 31, 2005, a
decline of $93 million, or 5.5 percent, from $1,688 million on
December 31, 2004. This decline included a reduction of $125
million from discontinued operations.

Accounts receivable from continuing operations were $1,519 million
at March 31, 2005, an increase of $32 million from $1,487 million
at December 31, 2004. Accounts receivable days outstanding from
continuing operations decreased by 2 days to 55 days at March 31,
2005, from 57 days at December 31, 2004, due in part to improved
collections.

                           Cash Flow

Unrestricted cash was $1,497 million at March 31, 2005, up
$843 million from $654 million at December 31, 2004. Unrestricted
cash at March 31, 2005, excludes $263 million of cash restricted
as collateral for standby letters of credit issued under our new
letter of credit facility that we entered into in December, 2004.

Net cash provided by operating activities was $516 million in the
first quarter of 2005, including a tax refund of $537 million. In
accordance with generally accepted accounting principles, this
cash flow figure excludes capital expenditures, proceeds of asset
sales, and certain other items. Excluding the tax refund and cash
provided by operating activities from discontinued operations of
$45 million, our cash used in operating activities would have been
$66 million which was primarily attributable to working capital
requirements during the quarter, including our annual 401(k) match
funding and the timing of accounts payable disbursements. Capital
expenditures in the first quarter were $96 million. Substantially
all capital expenditures in the first quarter were in continuing
operations.

Tenet received a tax refund of $537 million in the first quarter
of 2005, and $62 million in proceeds at closing from the sale of
four hospitals in Orange County, California. As of March 31, 2005,
Tenet has divested 22 of the 27 hospitals included in the
divestiture plan announced in January, 2004. Discussions are
ongoing for the remaining five hospitals. Tenet is confident that
it will exceed its estimate of $600 million in total proceeds,
including tax benefits.

Tenet raised $773 million in cash from the proceeds of an $800
million offering of 10-year debt in the quarter. Debt repurchases
in the first quarter used $413 million of cash to repurchase debt
with a par value of $400 million. These actions are part of the
company's previously announced strategy of extending its debt
maturities. Tenet has no material debt maturities until December
1, 2011.

                            Liquidity

Total debt was $4.8 billion at March 31, 2005, up from
$4.4 billion at December 31, 2004.  Net debt, a non-GAAP measure
defined as total debt less unrestricted cash, was $3.3 billion at
March 31, 2005, as compared to $3.8 billion at December 31, 2004.
In December, 2004, $263 million of cash became restricted as
collateral for our new letter of credit facility.

                           Income Taxes

The tax benefit of $17 million in the first quarter of 2005 on
pre-tax income of $3 million from continuing operations includes a
$22 million reduction in the valuation allowance against deferred
tax assets.  The remaining tax expense of $5 million primarily
represents state income taxes and increases in tax contingency
reserves.

                        Discontinued Operations

The loss from discontinued operations for the first quarter of
$23 million, or $0.05 per share, includes three items with an
aggregate positive net after-tax impact of approximately
$3 million:

   (1) gain from sale of Orange County facilities and other assets
       of $22 million pre-tax, $14 million after-tax, or $0.03 per
       share;

   (2) impairment of long-lived assets and restructuring charges
       of $7 million pre-tax, $4 million after-tax, or $0.01 per
       share;

   (3) negative non-cash adjustment to the valuation allowance for
       deferred taxes of $7 million, or $0.01 per share.

Accounts receivable related to discontinued operations declined to
$76 million at March 31, 2005, a decline of $125 million, from
$201 million at December 31, 2004.  This reduction primarily
reflects collections of retained accounts receivable from
hospitals divested prior to March 31, 2005.

                        About the Company

Tenet Healthcare Corporation -- http://www.tenethealth.com/--
through its subsidiaries, owns and operates acute care hospitals
and related health care services.  Tenet's hospitals aim to
provide the best possible care to every patient who comes through
their doors, with a clear focus on quality and service.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 27, 2005,
Fitch has rated Tenet Healthcare Corp.'s new $500 million senior
unsecured notes issue due 2015 a 'B-' rating, consistent with the
company's existing senior unsecured ratings that have also been
affirmed by Fitch.  The Rating Outlook remains Negative.

Moody's Investors Service assigned a B3 rating to Tenet
Healthcare's new $500 million senior unsecured note offering
pursuant to Rule 144A.  At the same time, Moody's affirmed the
Company's B2 senior implied rating and other long-term ratings and
its SGL-4 speculative grade liquidity rating.  The ratings outlook
remains negative.

Standard & Poor's Ratings Services assigned its 'B' rating to
Tenet Healthcare Corp.'s proposed $500 million senior unsecured
notes due 2015.

At the same time, Standard & Poor's affirmed Tenet's 'B' corporate
credit rating, raised its ratings on Tenet's senior unsecured
notes to 'B' from 'B-', and withdrew its bank loan and recovery
ratings.


TENPINS INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Lead Debtor: Tenpins, Inc.
             dba Lynnwood Lanes
             dba Lynnwood Rollaway
             dba Lynnwood Lanes Cafe
             6210 200th Street Southwest
             Lynnwood, Washington 98036

Bankruptcy Case No.: 05-15663

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Eric J. & Brenda A. Wigginton              05-15668

Type of Business: The Debtor operates a bowling center, a skating
                  rink and a cafe in Lynnwood, Washington.
                  Eric J. and Brenda A. Wigginton, Tenpins, Inc.'s
                  owners, filed for chapter 11 protection on
                  April 29, 2005 (Bankr. W.D. Wash. Case No.
                  05-15668).

Chapter 11 Petition Date: April 29, 2005

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Martin E. Snodgrass, Esq.
                  3302 Oakes Avenue
                  Everett, Washington 98201
                  Tel: (425) 783-0797

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


TOPSAIL CBO: Full Payment Prompts Moody's Withdraw Ratings
----------------------------------------------------------
Moody's Investors Service has withdrawn the ratings on these
Classes of Notes issued by Topsail CBO, Ltd.:

   * U.S. $135,500,000 Class A Senior Floating Rate Senior Notes

   * U.S. $17,000,000 Class B-1 Senior Subordinated Fixed Rate
     Notes

   * U.S. $17,500,000 Class B-2 Senior Subordinated Floating Rate
     Notes

   * U.S. $5,000,000 Class C Subordinate Fixed Rate Notes

According to Moody's, the ratings were withdrawn because the notes
were paid in full on April 23, 2005.  Topsail CBO, Ltd. closed in
April of 2001.

The ratings of these tranches have been withdrawn:

Issuer: Topsail CBO, Ltd.

Tranche Descriptions: U.S. $135,500,000 Class A Senior Floating
                      Rate Senior Notes due 2013

Prior rating:         Aaa

Current rating:       Withdrawn


Tranche Descriptions: U.S. $17,000,000 Class B-1 Senior
                      Subordinated Fixed Rate Notes due 2013

Prior rating:         Baa3

Current rating:       Withdrawn

Tranche Descriptions: U.S. $17,500,000 Class B-2 Senior
                      Subordinated Floating Rate Notes due 2013

Prior rating:         Baa3

Current rating:       Withdrawn

Tranche Descriptions: U.S. $5,000,000 Class C Subordinate Fixed
                      Rate Notes due 2013

Prior rating:         B2

Current rating:       Withdrawn


TRAINER WORTHAM: Moody's Junks $7.6 Million Class B-1L Notes
------------------------------------------------------------
Moody's Investors Service lowered the ratings of three classes of
Notes and of the Preference Shares issued by Trainer Wortham First
Republic CBO II, Ltd.:

   * to A2 on review for downgrade (from Aa2 on review for
     downgrade), the U.S. $23,000,000 Class A-2L Floating Rate
     Notes Due April 2037;

   * to Ba3 on review for downgrade (from A2 on review for
     downgrade), the U.S. $10,000,000 Class A-3L Floating Rate
     Notes Due April 2037;

   * to Caa3 on review for downgrade (from B3 on review for
     downgrade), the U.S. $7,600,000 Class B-1L Floating Rate
     Notes Due April 2037; and

   * to B3 on review for downgrade (from Ba3 on review for
     downgrade), the U.S. $18,000,000 Preference Shares.

This transaction closed on February 28, 2002.

According to Moody's, the rating action results primarily from
significant deterioration in the par coverage of the collateral
pool.  Moody's makes mention that the Preference Shares have paid
down more than 50% of their proceeds as of the last payment date
on the deal.

Rating Action: Downgrade

Issuer: Trainer Wortham First Republic CBO II, Ltd.

Class Descriptions: U.S. $23,000,000 Class A-2L Floating Rate
                    Notes Due April 2037

Previous Rating:    Aa2 on review for downgrade

New Rating:         A2 on review for downgrade

Class Descriptions: U.S.$10,000,000 Class A-3L Floating Rate Notes
                    Due April 2037

Previous Rating:    A2 on review for downgrade

New Rating:         Ba3 on review for downgrade

Class Descriptions: U.S.$7,600,000 Class B-1L Floating Rate Notes
                    Due April 2037

Previous Rating:    B3 on review for downgrade

New Rating:         Caa3 on review for downgrade

Class Descriptions: U.S. $18,000,000 Preference Shares

Previous Rating:    Ba3 on review for downgrade

New Rating:         B3 on review for downgrade


TRUMP HOTELS: Expects to Emerge from Bankruptcy on May 12
---------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., and its debtor-affiliates are
expected to emerge from Chapter 11 bankruptcy protection on May
12, according to Scott Butera, the company's president and chief
operating officer, The Associated Press reports.

The Honorable Judge Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey gave his stamp of approval on a stipulation
setting the effective date of the Debtors' Plan of Reorganization
on "the first business day on which all of the conditions set
forth in . . . the Plan have been satisfied or waived, but in no
event later than May 13, 2005."

As previously reported in the Troubled Company Reporter on May 3,
2005, the Debtors, Mr. Trump and the Noteholder Committees believe
that an Effective Date no later than May 13, 2005, provides
sufficient time to close the necessary transactions required under
the Plan.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.  The Court confirmed the Debtors' Second Amended Plan of
Reorganization on Apr. 5, 2005.


UNICAL INT'L: Ch. 7 Trustee Taps ASK Financial as Special Counsel
-----------------------------------------------------------------
Timothy Yoo, the chapter 7 trustee overseeing the liquidation of
Unical International Inc., asks the U.S. Bankruptcy Court for the
Central District of California, Los Angeles Division, for
permission to retain, employ and compensate ASK Financial as
special litigation counsel.  The Trustee wants ASK to handle the
analysis and recovery of preference and certain other avoidance
actions.

Gregory S. Abrams, Esq., ASK Financial's President and sole
shareholder, will bill the estate $5,000 in analysis charges.  The
firm will also charge a $175 suit fee for each adversary complaint
filed, which will be paid from initial proceeds recovered.

Mr. Abrams assures the Court that the representation will not
compromise the best interest of the Debtor and its estates.

Headquartered in Los Angeles, California, UNICAL International
Inc. -- http://www.nationaldist.com/-- is an importer, exporter,
and distributor of products in such categories as housewares,
stationery, babycare, and more. The Company filed for chapter 11
protection on March 4, 2004 (Bankr. C.D. Calif. Case No. 04-
14948).  Martin J. Brill, Esq., at Levene, Neale, Bender, Rankin &
Brill represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
estimated debts and assets of more than $10 million each.  The
Court converted UNICAL's chapter 11 case to a Chapter 7 proceeding
on Nov. 10, 2004 (Bankr. C.D. Calif. Case No. 04- 14948).


UNITED RENTALS: Delays Form 10-Q Filing to Complete 2004 Audit
--------------------------------------------------------------
United Rentals, Inc. (NYSE: URI) will delay the filing of its
Form 10-Q to extend beyond the due date to make way for the
completion of the Company's final 2004 results.  The earnings,
other selected financial data and 2005 outlook provided herein are
preliminary and subject to change based on completion of the 2004
audit or the outcome of the previously announced SEC inquiry and
the related internal review.  This data should not be viewed as a
substitute for full financial statements or as a measure of the
company's performance.

As reported in the Troubled Company Reporter on March 29, 2005,
United Rentals disclosed that the lenders under its secured credit
facility have agreed the company to defer providing 2004 audited
financial statements until June 29, 2005.  The lenders also agreed
to waive certain defaults arising from the company's delay in
filing its 2004 Report on Form 10-K.

United Rentals also disclosed that results for 2004, while not yet
finalized, are expected to meet or exceed the outlook provided in
the third quarter earnings release on October 20, 2004.

             Preliminary First Quarter 2005 Results

Total revenues for the first quarter 2005 were $732 million, an
increase of 13.5% compared with $645 million for the same period
last year.  Cash flow from operations for the quarter was
$149 million and free cash flow was $45 million, compared with
cash flow from operations of $203 million and free cash flow of
$87 million for last year's first quarter.  Free cash flow was
after total rental and non-rental capital expenditures of
$170 million in the 2005 period and $171 million in the 2004
period.  The decrease in cash flow from operations and free cash
flow in 2005 was attributable to less cash generated from working
capital.

The size of the rental fleet, as measured by the original
equipment cost, was $3.7 billion at the end of the first quarter
of 2005, and the age of the fleet was 40 months.  The size and age
were unchanged from year-end 2004.

General Rentals Segment

General rentals segment revenues represented 94% of total revenues
in the first quarter of 2005. First quarter revenues for general
rentals were $688 million, an increase of 14.7% compared with $599
million for the first quarter of 2004. Rental rates for the first
quarter increased 9.7% and same-store rental revenues increased
11.1% from the first quarter of 2004.

Traffic Control Segment

First quarter revenues for the traffic control segment were $43.9
million compared with $45.4 million for the first quarter of 2004,
a decline of 3.2%. Same-store rental revenues in the first quarter
declined 2.8% from the first quarter of 2004.

                     CEO Comments and Outlook

Wayland Hicks, chief executive officer, said, "Our strong first
quarter performance reflects the significant growth we achieved in
our general rentals segment, where revenues grew 14.7% and same-
store rental revenues were up 11.1%.  The primary driver of this
growth was the success of our ongoing rates initiative, which
enabled us to improve pricing without impacting customer demand.
We also increased our contractor supplies sales 41% in the quarter
and opened three additional distribution centers to support future
expansion."

Mr. Hicks continued, "For the full year 2005, we anticipate total
revenues of $3.4 billion, diluted earnings per share of $1.60 to
$1.70 and free cash flow of at least $200 million.  We expect to
drive general rentals growth by improving rental rates at least 5%
over last year, expanding our rental fleet, increasing contractor
supplies sales by more than 30%, and opening new branches. We've
opened 10 new branches this year and plan to open a total of 30 to
35 by year-end.

"We are continuing to see improvement in our principal end market,
private non-residential construction, where first quarter spending
rose 7% year-over-year according to Department of Commerce data.
This improvement supports the strategic investments we are making
to drive future growth."

                        Status of Results

As previously announced, the company has delayed finalizing its
2004 results to allow time to:

   -- review matters relating to the SEC inquiry;

   -- complete work on an income tax restatement required to lower
      the provision for income taxes which in total was higher
      than required for periods prior to 2004;

   -- complete the evaluation and testing of internal controls
      required by SOX 404; and

   -- conduct additional testing of its self insurance reserves in
      2004 and prior periods.

The company expects to finalize its first quarter 2005 results
after it issues final results for 2004.  The company will also set
its 2005 annual meeting date at that time.

United Rentals, Inc., is the largest equipment rental company in
the world, with an integrated network of 730 rental locations in
47 states, ten Canadian provinces and Mexico.   The company's
12,700 employees serve construction and industrial customers,
utilities, municipalities, homeowners and others.  The company
offers for rent over 600 different types of equipment with a total
original cost of $3.7 billion.  United Rentals is a member of the
Standard & Poor's MidCap 400 Index and the Russell 2000 Index(R)
and is headquartered in Greenwich, Connecticut.  Additional
information about United Rentals is available at
http://www.unitedrentals.com/

                          *     *     *

As additionally reported in the Troubled Company Reporter on
Dec. 9, 2004, Fitch Ratings initiates coverage on United Rentals,
Inc. -- UR --  and its principal operating subsidiary United
Rentals, Inc.  North America -- URNA. The ratings are:

   United Rentals, Inc.:

   -- Subordinated debt 'B'.

   United Rentals, Inc. (North America) (Guaranteed by United
   Rentals, Inc.):

   -- Senior secured debt 'BB';
   -- Senior unsecured debt 'BB-';
   -- Subordinated debt 'B'.

Fitch says the rating outlook is stable.  Approximately
$3.1 billion of securities are covered by Fitch's actions.


USG CORP: Earns $77 Million of Net Income in First Quarter
----------------------------------------------------------
USG Corporation (NYSE:USG) reported record first quarter net sales
of $1.17 billion, an increase of $153 million, or 15 percent, from
net sales of $1.02 billion reported in the first quarter of 2004.
Net earnings in the first quarter rose $20 million, or 35 percent,
to $77 million versus the $57 million reported in the first
quarter of 2004.  First quarter 2005 diluted earnings per share
were $1.77 compared with $1.33 per share in the same period a year
ago.

"USG had another solid performance this quarter," reported USG
Corporation Chairman, President and CEO William C. Foote.  "Net
sales were a record for any first quarter in USG's history.
Operating margins improved for most businesses, led primarily by
improvements in pricing, though margins remain under pressure from
higher costs."

USG's outlook for the remainder of 2005 is positive.  Commenting
on this outlook, Foote explained, "The strong new housing and
residential repair and remodel markets are expected to keep demand
for USG's gypsum wallboard products high.  However, rising
interest rates and tightening lending standards may bring demand
levels down slightly from last year's levels.  The commercial
construction market, while still soft, is showing some signs of
improvement.  These factors, combined with our continued focus on
margin improvement and select growth opportunities, should produce
strong results in 2005."

                       North American Gypsum

USG's North American Gypsum business recorded first quarter 2005
net sales of $725 million, an increase of $86 million, or 13
percent, from the first quarter of 2004.  Operating profit
increased by $26 million to $107 million.

United States Gypsum Company realized first quarter 2005 net sales
of $654 million and operating profit of $93 million.  Net sales
increased by $80 million, or 14 percent, and operating profit
improved by 52 percent compared with the first quarter of 2004.
The higher net sales and operating profit were due primarily to
higher selling prices for Sheetrock(R) brand gypsum wallboard.
U.S. Gypsum's nationwide average realized price of gypsum
wallboard was $133.73 per thousand square feet during the first
quarter, an increase of $23.40, or 21 percent, compared with
$110.33 per thousand square feet in the first quarter last year.
First quarter 2005 prices reflect continued strong industry demand
for wallboard and industry capacity utilization rates that
exceeded 90 percent.  The benefits of higher pricing were
partially offset by higher costs, including higher energy and raw
material prices.

U.S. Gypsum's wallboard shipments in the first quarter totaled
2.7 billion square feet during each of the first quarters of 2005
and 2004.  Gypsum wallboard shipments in March were the highest
for any month in U.S. Gypsum's history.  U.S. Gypsum continues to
make investments to meet its customers' needs, satisfy the growing
demand for Sheetrock brand gypsum wallboard and improve its cost
position.  The recently announced state-of-the-art modernization
of its Norfolk, Virginia, gypsum wallboard facility will increase
capacity, reduce production costs and improve service to customers
in the Mid-Atlantic market.

U.S. Gypsum also set volume records for shipments of Durock(R)
brand cement board and Fiberock(R) brand gypsum fiber panels, as
they were the highest ever recorded for any first quarter in U.S.
Gypsum's history.

The gypsum division of Canada-based CGC Inc. reported first
quarter 2005 net sales of $75 million and operating profit of
$12 million.  Net sales increased by $2 million, or 3 percent,
versus the first quarter of 2004 primarily due to the favorable
effects of currency translation and higher selling prices for
Sheetrock brand gypsum wallboard.  The slight decline in
operating profit to $12 million from $13 million was largely a
result of higher manufacturing costs.

                         Worldwide Ceilings

USG's Worldwide Ceilings business reported first quarter net sales
of $170 million, an increase of $4 million, compared with the
first quarter of 2004.  Operating profit in the first quarter
of 2005 was $12 million, a decline of $3 million, compared with
the same period last year.

USG's domestic ceilings business, USG Interiors, reported net
sales and operating profit of $117 million and $6 million,
respectively.  This compared with net sales of $120 million and
operating profit of $12 million in the first quarter of 2004.
The decline in sales was due largely to lower shipments of
ceiling grid and tile.  In last year's first quarter, market
concerns over a shortage of steel used to make grid and related
increases in steel costs contributed to unusually strong demand
for grid products.  Grid demand in the first quarter of 2005 is
more in line with overall industry opportunity.  Higher
manufacturing costs, primarily related to energy and raw
materials, for both ceiling grid and tile also contributed to
lower operating profit in the quarter.  These cost pressures were
partially offset by improvements in pricing for both ceiling tile
and grid.

USG International reported net sales and operating profit of
$51 million and $3 million, respectively, in the first quarter of
2005.  This compared with net sales of $46 million and operating
profit of $1 million for the same period a year ago.  The profit
improvement was due primarily to increased demand for ceiling
systems and gypsum-related products in Europe and Latin America.
The ceilings division of Canada-based CGC Inc. reported net sales
of $13 million and $3 million in operating profit.  Net sales and
operating profit for the same period a year ago were $13 million
and $2 million, respectively.

                   Building Products Distribution

L&W Supply, USG's building products distribution business,
reported first quarter 2005 net sales of $456 million, up 26
percent, from $362 million in the same period a year ago.
Operating profit for the company rose to $26 million from $14
million in the first quarter of 2004.  The improved results
reflect record first quarter shipments for gypsum wallboard and
complementary building products, such as drywall metal, ceiling
products, joint compound and roofing.  L&W Supply's gypsum
wallboard shipments were up 7 percent versus the first quarter of
2004.  Results also benefited from higher prices for gypsum
wallboard.  Gypsum wallboard selling prices were up 19 percent
compared with the same period last year.

                   Other Consolidated Information

First quarter 2005 selling and administrative expenses totaled
$89 million, an increase of $12 million, or 16 percent, year-over-
year.  The higher expenses were due to an increased accrual
related to the Bankruptcy Court-approved key employee retention
plan, increased levels of compensation and benefits and higher
expenses associated with various growth initiatives.  Selling and
administrative expenses as a percent of net sales were 7.6
percent, compared with 7.5 percent in the comparable 2004 period.

Interest expense of $1 million was recorded in the first quarter
of 2005 and 2004.  Under AICPA Statement of Position 90-7
("SOP 90-7"), "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code," virtually all of USG's outstanding
debt is classified as liabilities subject to compromise, and
interest expense on this debt has not been accrued or recorded
since USG's bankruptcy filing.

USG incurred Chapter 11 reorganization expenses of $1 million in
the first quarter of 2005, down from $2 million in the last year's
first quarter.  For the first quarter of 2005 and 2004,
respectively, these expenses consisted of $6 million and $4
million in legal and financial advisory fees, partially offset by
bankruptcy-related interest income of $5 million and $2 million,
respectively.  Under SOP 90-7, interest income on USG's
bankruptcy-related cash is offset against Chapter 11
reorganization expenses.

As of March 31, 2005, USG had $1.2 billion of cash, cash
equivalents, restricted cash and marketable securities on a
consolidated basis.  This compared with $925 million reported on
March 31, 2004 and $1.25 billion reported on December 31, 2004.
Capital expenditures in the first quarter of 2005 were $33
million, compared with $20 million in the corresponding 2004
period.

A full-text copy of USG's First Quarter 2005 Results is
available for free at:


http://sec.gov/Archives/edgar/data/757011/000095013705005305/c94755e10vq.txt


                            USG Corporation
                  Unaudited Consolidated Balance Sheet
                         As of March 31, 2005

Assets
Current Assets:
    Cash and cash equivalents                       $669,000,000
    Short-term marketable securities                 178,000,000
    Restricted cash                                   42,000,000
    Receivables, net                                 523,000,000
    Inventories                                      346,000,000
    Income taxes receivable                           23,000,000
    Deferred income taxes                              7,000,000
    Other current assets                              94,000,000
                                                   -------------
Total current assets                              $1,882,000,000

Long-term marketable securities                      310,000,000
Property, plant and equipment
    (net of accumulated depletion -
     $903,000,000 & $878,000,000)                  1,856,000,000
Deferred income taxes                                134,000,000
Goodwill                                              43,000,000
Other assets                                         150,000,000
                                                   -------------
Total Assets                                      $4,375,000,000
                                                   =============

Liabilities and Stockholders' Equity
Current Liabilities:
    Accounts payable                                 268,000,000
    Accrued expenses                                 194,000,000
    Current portion of long-term debt                  1,000,000
    Income taxes payable                              94,000,000
                                                   -------------
Total current liabilities                            557,000,000

Deferred income taxes                                 26,000,000
Other liabilities                                    417,000,000
Liabilities subject to compromise                  2,241,000,000

Stockholders' Equity:
    Preferred stock                                            -
    Common stock                                       5,000,000
    Treasury stock                                  (256,000,000)
    Capital received in excess of par value          418,000,000
    Accumulated other comprehensive income            49,000,000
    Retained earnings                                918,000,000
                                                   -------------
Total stockholders' equity                         1,134,000,000
                                                   -------------
Total liabilities and stockholders' equity        $4,375,000,000
                                                   =============


                            USG Corporation
             Unaudited Consolidated Statement of Earnings
                   Three Months Ended March 31, 2005

Net Sales                                         $1,173,000,000

Cost of products sold                                959,000,000
                                                    ------------
Gross profit                                         214,000,000
Selling & administrative expenses                     89,000,000
Chapter 11 reorganization expenses                     1,000,000
                                                   -------------
Operating profit                                     124,000,000

Interest expense                                       1,000,000
Interest income                                       (2,000,000)
                                                   -------------
Earnings before income taxes                         125,000,000
Income taxes                                          48,000,000
                                                   -------------
Net earnings                                         $77,000,000
                                                   =============


                            USG Corporation
                    Unaudited Core Business Results
                   Three Months Ended March 31, 2005

Net Sales:

North American Gypsum:
    U.S. Gypsum Company                             $654,000,000
    CGC Inc. (gypsum)                                 75,000,000
    Other subsidiaries                                40,000,000
    Eliminations                                     (44,000,000)
                                                   -------------
Total                                                725,000,000

Worldwide Ceilings:
    USG Interiors, Inc.                              117,000,000
    USG International                                 51,000,000
    CGC Inc. (ceilings)                               13,000,000
    Eliminations                                     (11,000,000)
                                                   -------------
Total                                                170,000,000

Building Products Distribution:
    L&W Supply Corporation                           456,000,000
    Eliminations                                    (178,000,000)
                                                   -------------
Total USG Corporation                             $1,173,000,000
                                                   =============

Operating Profit:

North American Gypsum:
    U.S. Gypsum Company                               93,000,000
    CGC Inc. (gypsum)                                 12,000,000
    Other subsidiaries                                 2,000,000
                                                   -------------
Total                                                107,000,000

Worldwide Ceilings:
    USG Interiors, Inc.                                6,000,000
    USG International                                  3,000,000
    CGC Inc. (ceilings)                                3,000,000
                                                   -------------
Total                                                 12,000,000

Building Products Distribution:
    L&W Supply Corporation                            26,000,000

Corporate                                            (23,000,000)
Chapter 11 reorganization expenses                    (1,000,000)
Eliminations                                           3,000,000
                                                   -------------
Total USG Corporation                               $124,000,000
                                                   =============


                           USG Corporation
                Consolidated Statements of Cash Flows
                  Three Months Ended March 31, 2005

Operating Activities:
Net earnings                                         $77,000,000
Adjustments to reconcile net earnings to net cash:
    Depreciation, depletion and amortization          30,000,000
    Deferred income taxes                             15,000,000
(Increase) decrease in working capital:
    Receivables                                     (110,000,000)
    Income taxes receivable                            1,000,000
    Inventories                                       (8,000,000)
    Payables                                          17,000,000
    Accrued expenses                                   5,000,000
(Increase) decrease in other assets                   (9,000,000)
Increase in other liabilities                          2,000,000
Decrease in liabilities subject to compromise         (1,000,000)
Other, net                                            (2,000,000)
                                                    ------------
Net cash provided by operating activities            (14,000,000)
                                                    ------------
Investing Activities:
Capital expenditures                                 (33,000,000)
Purchases of marketable securities                  (184,000,000)
Sales or maturities of marketable securities         144,000,000
Net proceeds from asset dispositions                          -
Acquisition of business                                       -
                                                    ------------
Net cash used for investing activities               (72,000,000)
                                                    ------------
Financing Activities:
Issuances of common stock                              1,000,000
                                                    ------------
Net cash provided by financing activities              1,000,000
                                                    ------------

Effect of exchange rate changes on cash               (2,000,000)
Net decrease in cash and cash equivalents            (87,000,000)

Cash & cash equivalents, beginning of period         756,000,000
                                                    ------------
Cash & cash equivalents, end of period              $669,000,000
                                                    ============

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 87; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: U.S. Trustee Appoints Seven-Member Equity Committee
-------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Kelly
Beaudin Stapleton, the United States Trustee for Region 3,
appoints an Official Committee of Equity Security Holders in USG
Corporation and its debtor-affiliates' chapter 11 cases.  The
seven-member Equity Committee is composed of:

   1. Berkshire Hathaway, Inc./
      Marc Hamburg, Chief Financial Officer
      c/o: Thomas B. Walper,
           Munger, Tolles & Olson LLP
      355 S. Grand Ave., 35th Floor,
      Los Angeles, CA 90071
      Phone: 213-683-9193
      Fax: 213-683-5193;

   2. Gebr. Knauf
      Attn: Robert H. Claxton, SR VP Finance
      2 Knauf Dr., Shelbyville, IN 46176
      Phone: 317-398-4434 Ext. 8501
      Fax: 317-398-3675;

   3. Fidelity Low Priced Stock Fund
      c/o Fidelity Management and Research Co.
      Attn: Nate Van Duzer, Esq., Director of Restructuring
      82 Devonshire St., E31C,
      Boston, MA 02109
      Phone: 617-392-8129
      Fax: 617-476-5174;

   4. Frank W. Cawood & Associates., Inc.
      c/o: Timothy W. Anders, Esq.
      103 Clover Green, Peachtree City, GA 30269
      Phone: 770-632-3129
      Fax: 770-632-9438;

   5. Moody Aldrich Partners LLC
      Attn: Michael Pierre
      18 Sewall St., Marblehead, MA 01945
      Phone: 781-639-2750
      Fax: 781-639-2751;

   6. Triage Management L.P.
      Attn: Leon Frenkel, Sr. Manager
      401 City Ave., Suite 800,
      Bala Cynwyd, PA 19004
      Phone: 610-668-0404
      Fax: 610-668-1919; and

   7. Andrew L. Sole, Esq.
      500 Fifth Avenue, Suite 2620,
      New York, NY 10110
      Phone: 212-302-7214
      Fax: 212-302-7353.

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 85; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VALLEY MEDIA: Can Retain Cross & Simon as Special Counsel
---------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Valley Media Inc. permission to retain Cross & Simon, LLC,
as its special litigation counsel, nunc pro tunc to Feb. 22, 2005.

Cross & Simon will investigate and prosecute preference claims for
Valley Media.

Donna L. Harris, Esq., is the lead attorney in this engagement.
Ms. Harris will bill the Debtor at her current hourly rate of
$270.

To the best of Valley Media's knowledge, Cross & Simon doesn't
hold any interest materially adverse to the Debtor and its estate.

Headquartered in Woodland, California, Valley Media, Inc. --
http://www.valleymedia.com/-- is a full-line distributor of music
and video entertainment products.  The Company filed for chapter
11 protection on November 20, 2001 (Bankr. D. Del. Case No.
01-11353).  Bernard George Conaway, Esq., at Fox Rothschild LLP,
Christopher A. Ward, Esq., at The Bayard Firm, Christopher Martin
Winter, Esq., at Duane Morris LLP, et. al. represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $241,547,000 in total assets and
$259,206,000 in total debts.


VERTIS INC: March 31 Balance Sheet Upside-Down by $478 Million
--------------------------------------------------------------
Vertis, Inc., reported results for the quarter ended March 31,
2005.   For the three months ended March 31, 2005, net sales were
$385.8 million, or 1.2% below the first quarter of 2004 net sales
of $390.6 million.  Excluding the pass-through costs for paper and
the impact of foreign exchange, revenue would have been down 4% in
the first quarter.

Earnings before interest, taxes, depreciation and amortization
amounted to a loss of $80.1 million for the three months ended
March 31, 2005.  This represents a decrease of $120.8 million, of
which $97.8 million is a non-cash impairment charge at Vertis
Europe resulting from the annual valuation of goodwill.  Also
included in EBITDA are restructuring charges amounting to $10.0
million for the three months ended March 31, 2005 compared to $0.9
million in the comparable 2004 period.  Excluding these
restructuring and impairment charges, the decline in EBITDA would
have been $14.0 million, or 33.6%, in the first quarter.

Vertis reported a net loss of $129.9 million in the first quarter
of 2005 versus a net loss of $11.3 million in the first quarter of
2004.  The 2005 net loss includes the $97.8 million non-cash loss
discussed above.

Dean D. Durbin, President and Chief Operating Officer, commented,
"As we stated in the discussions of our fourth quarter results, we
anticipated that some of the conditions that we experienced in
late 2004 would linger into 2005.  For example, the direct mail
climate in Europe continues to be challenging.

"In tandem with ongoing cost reduction and revenue enhancing
efforts, we are pursuing other strategic alternatives relative to
our European direct mail business," continued Mr. Durbin.

Mr. Durbin also noted, "Our first quarter results were negatively
impacted by lower volume and the continued poor conditions in
Europe - the latter contributed $2.5 million of the year-over-year
decline in EBITDA.  In addition, in the first quarter of 2005 we
recorded a charge of approximately $2.0 million to fully reserve
an amount due from a customer who filed for bankruptcy protection.
Although costs were in-line with our expectations, we did
experience year-over-year increases in employee benefit, utility
and freight costs.

"We made significant organizational changes in the first quarter,"
noted Mr. Durbin.  "We implemented a new sales organization
structure that is more effective and implemented a new company-
wide sales compensation plan, both aimed at driving top line
growth.  From a cost perspective we streamlined the organization,
reducing staff by approximately 220 positions.  Specific actions
included the regionalization of our insert platform, reducing
corporate staffing, and taking advantage of other right-sizing
opportunities across the Company.  The restructuring charges taken
to date are expected to yield annualized savings of approximately
$18 million.  We strengthened our leadership team with the
additions of Ann Raider, Chief Strategy Officer, who will also
lead our sales and marketing organizations and David Laverty,
Senior Vice President and General Manager, who will lead our
advertising insert platform."

"We ended the quarter with $107 million available on our revolving
credit facility and our trailing twelve-month Bank EBITDA for
covenant purposes was $173 million versus the $160 million minimum
requirement," stated Stephen E. Tremblay, Chief Financial Officer.
Bank EBITDA is not equivalent to the EBITDA amount included
elsewhere in this earnings release, but rather is net of
adjustments to exclude certain items as defined under the credit
agreement.

Regarding the short-term outlook, Mr. Durbin stated, "We expect
the combination of actions we completed in the first quarter
coupled with those we will complete in the second quarter, and
positive momentum on the sales front, will combine to yield EBITDA
growth in the second quarter of 2005 versus the second quarter of
2004.  We also believe we will generate year-over-year growth for
the full-year 2005."  This outlook excludes restructuring charges
and the goodwill impairment loss.

                        About the Company

Headquartered in Baltimore, Maryland, Vertis Inc.,  --
http://www.vertisinc.com/-- is the premier provider of targeted
advertising, media, and marketing services.  Its products and
services include consumer research, audience targeting, media
planning and placement, creative services and workflow management,
targeted advertising inserts, direct mail, interactive marketing,
packaging solutions, and digital one-to-one marketing and
fulfillment.  With facilities throughout the U.S. and the U.K.,
Vertis combines technology, creative resources, and innovative
production to serve the targeted marketing needs of companies
worldwide.

At Mar. 31, 2005, Vertis, Inc.'s balance sheet showed a
$478,483,000 stockholders' deficit, compared to a $348,560,000
deficit at Dec. 31, 2004.


WELLINGTON PROPERTIES: Northen Blue Approved as Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina gave Wellington Properties, LLC, permission to employ
Northen Blue, L.L.P., as its general bankruptcy counsel.

Northen Blue will:

   a) advise the Debtor with respect to its duties and powers as a
      debtor-in-possession in its bankruptcy case;

   b) assist the Debtor in the operation of its business,
      including evaluating the desirability of continuing its
      business, and in the ability and means by which some or all
      of the Debtor's assets could be refinanced or liquidated to
      generate cash for the payment of claims filed against the
      Debtor's estate, and any other matters relevant to the
      formulation of a plan of reorganization;

   c) assist in the preparation and filing of all necessary
      schedules, statements of financial affairs, reports, and a
      disclosure statement and a plan of reorganization;

   d) assist and advise the Debtor in its examination and analysis
      of the conduct of its affairs and the causes of its
      insolvency, and in communicating with the general creditor
      body regarding any matters of general interest;

   e) prepare, review or analyze all applications, orders,
      statements of operations, and schedules filed with the Court
      by the Debtor or other third parties, and advise the Debtor
      as to the propriety of those filings; and

   f) perform all other legal services that are necessary in the
      Debtor's chapter 11 case.

John A. Northen, Esq., a Partner at Northen Blue, is the lead
attorney for the Debtor.  Mr. Northen discloses that the Firm
received a $41,515 retainer.

Wellington Properties has not yet received Northen Blue's hourly
billing rates for its professionals performing services for the
Debtor.

Northen Blue assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Durham, North Carolina, Wellington Properties,
LLC, filed for chapter 11 protection on March 29, 2005 (Bankr.
M.D.N.C. Case No. 05-80920).  When the Debtor filed for protection
from its creditors, it listed total assets of $11,625,087 and
total debts of $12,632,012.


WESCORP ENERGY: Former Alaskan Governor Joins Board
---------------------------------------------------
Wescorp Energy Inc. (OTCBB: WSCE) appointed Steve Cowper to its
Board of Directors.  In addition to his appointment as a director,
Mr. Cowper will be joining Wescorp as the Vice President of New
Business Development.

"Up until recently, new technology in the oil and gas industry has
had a difficult time breaking through the 'not-invented-here'
barrier.  Based on what I'm seeing, those days are changing fast."
Comments Mr. Cowper.  "Wescorp Energy has exclusive access to
major-league technology which will make production dramatically
more efficient and less costly.  Add the quality of Wescorp's
management, and you get a company that's going to play a
significant role in this industry's future.  I'm happy to be part
of the team."

"Both I and the entire Board welcome the round-the-world business
acumen that Governor Cowper brings to Wescorp.  His addition to
the Management Team will be instrumental in taking Wescorp's
technologies to the next level." comments President and CEO
Douglas Biles.

From 1975-79 Mr. Cowper served in the Alaska Legislature where he
was Chairman of the House Finance Committee and Chairman of the
Alaska Lands Committee.  From 1980 until 1981 he was a lobbyist on
federal land use policy for the State of Alaska in Washington, DC.

In 1984-85 Mr. Cowper was chairman of the Board of Trustees of the
Alaska Permanent Fund Corporation, a $29 billion public investment
fund recognized as the best-managed public fund in the US.

In 1986 Mr. Cowper was elected Governor of Alaska.  By
establishing spending controls and reforming budget accountability
he transformed a chronic state deficit to a $500 million surplus
in four years.  Mr. Cowper personally wrote legislation
establishing the first state-endowed scientific research
foundation in the US.  He initiated an aggressive international
trade policy and negotiated with Federal Express and other air
freight carriers to establish Anchorage International Airport as
the largest international air cargo hub in the world.  He managed
the Exxon Valdez crisis and successfully lobbied the US Congress
for major oil-spill legislation.  In 1988 he led the first US
delegation from Alaska to the Russian Far East, described in the
press as "melting the ice curtain"

Mr. Cowper was the Lead Governor for Energy Policy for the
National Governors Association and Chairman of the Interstate Oil
and Gas Compact Commission.

In 1989 Mr. Cowper was named one of the nation's top ten governors
by Al Neuharth, publisher of USA Today.  With his agenda largely
accomplished, Mr. Cowper did not run for re-election in 1990.

Following his term in office Mr. Cowper was President and acting
Executive Director of the Northern Forum, an international
association of 22 northern regional governments from 10 countries
which worked with Russian regional governments to establish a fair
division of resource-related revenues with Moscow, as well as
technology transfers related to transportation and environmental
monitoring.  Mr. Cowper has traveled extensively in Russia,
especially in Siberia and the Far East, both in an official and
private capacity.  In 1994 and 1997, Mr. Cowper was Co-Chairman of
the Pacific Rim Fisheries Conference in Beijing and Tokyo
respectively, a six-nation conference focusing on international
fisheries management.  In 1997 he co-authored a definitive report
to NOAA on the Russian Far East fisheries.  In 1998 he made a
major presentation to the Government of Hokkaido, Japan, on oil
spill-related issues.

Since 1992 Mr. Cowper has been the managing partner of Steve
Cowper & Associates (SC&A) which specializes in political analysis
and public-sector policy for governments and private companies.
SC&A is a certified US government contractor, and has been under
contract from the US Trade & Development Agency (USTDA) for public
infrastructure analysis in two West African countries, Gabon and
Sao Tome and Principe.  He also was a consultant to Sao Tome for
the purpose of establishing transparent public contracting
procedures.  In 2004 SC&A was under contract to the Democratic
Republic of Sao Tome and Principe to recommend draft legislation
to govern the spending of future oil revenues and to create a
permanent public investment fund.  This contract was funded by the
World Bank and UNDP.  Mr. Cowper has been sponsored by the World
Bank to make presentations on resource-derived revenue policy,
most recently in Trinidad and Tobago in December 2004.  In 2003
Mr. Cowper co-authored a report on electric power generation and
transmission policy for the Alaska Industrial Development and
Export Authority (AIDEA).

Mr. Cowper is a member of the Advisory Board of the National
Maritime Law Enforcement Academy in Washington, DC, which provides
training for port security personnel worldwide.  In 1991 he was a
Visiting Fellow at the New York-New Jersey Port Authority.  He is
the Chairman of the Northeast Asia Economic Forum, which focuses
on large energy projects in Japan, China, Korea, Mongolia, and
Eastern Russia, and is part of the East-West Center at the
University of Hawaii, where he was also a Visiting Scholar in
1998.  His most recent publications are "After California", in
Energy Markets October 2001, and "A National Oil and Gas Trust",
in Natural Gas & Electricity September 2004.

Mr. Cowper has lived, worked, or traveled in 55 countries.  He has
testified before the US Congress 14 times on federal land use,
national forest management, national energy policy, fisheries
management, oil and gas exploration and development, oil spill
prevention, and granting "Most Favored Nation" status to Russia
for trade purposes.  He testified before the Canadian Parliament
in 1996 on Arctic energy policy.

Mr. Cowper received an honorary doctorate in laws from Kyung Hee
University, Seoul, Korea in 1988.  He won the President's Public
Service Award from the Nature Conservancy in 1989, and the
Distinguished Alumnus Award from the University of North Carolina
in 1990.  In 1989 he was made an Honorary Citizen of Magadan
Oblast in Russia.

                     About the Company

Wescorp is situated in the Calgary - Edmonton corridor near the
geographic centre of North America's oil and gas reserves, sharing
the same language and work ethic as the continent's other dominant
energy capitals - Houston, Dallas and Denver.  Strongly networked
within this culture and a major shareholder of energy holdings
itself, Wescorp has the long-established relationships and
financial resources necessary to bring new energy solutions to
market.  Wescorp initiates testing and development with major
energy players to establish industry acceptance, and then provides
the sales, service and distribution infrastructure necessary to
market these innovations globally and profitably.

                            *     *     *

                         Going Concern Doubt

The Company has incurred an accumulated deficit of approximately
$10,500,000 through December 31, 2004.  The Company has changed
its focus to provide expertise to emerging companies, offering
timely product solutions and strategic investment opportunities in
the oil and gas industries, which will, if successful, mitigate
these factors, which raise substantial doubt about the Company's
ability to continue as a going concern.  After the year-end and
prior to the completion of the Company's Annual Financial Report,
the Company successfully raised approximately $1,600,000 under a
convertible debenture.

However, in its 2004 audit report dated April 14, 2005, to
Wescorp's Board of Directors, the Company's independent auditors,
Williams & Webster, P.S., CPA, of Spokane, Wash., said that
because the Company has incurred an accumulated deficit and had
negative working capital at Dec. 31, 2004, "these factors raise
substantial doubt about the Company's ability to continue as a
going concern."

Since early 2003, Wescorp Energy Inc. has been focused on the oil
and gas industry, supplying and investing in technology, providing
project management, and information solutions that optimize
performance.  Wescorp has the goal of acquiring companies that
provide oil and gas specific technologies and information services
to the petroleum industry.  The Company continues to invest in
businesses that own, or have rights to, technology that have
emerged beyond research and initial development and are
essentially market-ready.


WORLDCOM INC: Late Appeal Means No Appeal for Pro Se Claimant
-------------------------------------------------------------
Brenda E. Petite-el, doing business as Inka's Additions, notifies
the Bankruptcy Court that she will take an appeal from Judge
Gonzalez' order granting summary judgment on the Debtors'
objection to Claim No. 23010 to the District Court.

                           Debtors Object

Rule 8002(a) of the Federal Rules of Bankruptcy Procedure states
that a party will file a notice of appeal with the bankruptcy
clerk within 10 days of the entry of the order or judgment the
party seeks to appeal.

Mark A. Shaiken, Esq., at Stinson Morrison Hecker, in Kansas
City, Missouri, argues that Ms. Petite-el's Notice of Appeal was
filed beyond the deadline prescribed by Bankruptcy Rule 8002(a).
Ms. Petite-el filed the Notice almost a month after the deadline.

Accordingly, the Debtors ask the Court to dismiss Ms. Petite-el's
Notice of Appeal.

                      Brenda Petite-el Responds

Ms. Petite-el asserts that she is not a lawyer and was not aware
of the actual timetable.  After receiving notice of the judgment
in the Debtors' favor, Ms. Petite-el says that she began to
research how to file an appeal and immediately filed once she
finally understood the information and procedures.

Ms. Petite-el asks the Court to reconsider the facts and allow her
Notice of Appeal.

                     Bankruptcy Court Decision

Judge Gonzalez notes that the Bankruptcy Court does not have the
authority to consider a request for an extension to file a notice
of appeal made after the 30-day period pursuant to Rule 8002(c) of
the Federal Rules of Bankruptcy Procedure.  Therefore, the
Bankruptcy Court does not address the issue of "excusable
neglect."

Furthermore, Judge Gonzalez says, the Debtors' request to dismiss
Ms. Petite-el's appeal is not within the Bankruptcy Court's
jurisdiction.  "[That] relief can only be granted by the District
Court."

Thus, Judge Gonzalez denies:

    (a) Ms. Petite-el's request to extend the time to file a
        notice of appeal; and

    (b) the Debtors' request to dismiss, without prejudice, to be
        filed in the District Court.

                           Background

Ms. Petite-el filed Claim No. 23010 on January 23, 2003.  The
Debtors objected to her Claim No. 23010.

Accordingly, in March 2004, the Debtors sought summary judgment on
their objection to Claim No. 23010.

                   Brenda Petite-el's Contentions

Ms. Petite-el owns and operates Inka's Additions, a business that
makes and sells wigs to women who suffer from hair loss.  In May
1998, Ms. Petite-el ordered telephone service from Brooks Fiber
for the store's location at 15851 South U.S. 27, in Dewitt,
Michigan.  The Debtors later acquired Brooks Fiber and continued
to provide telephone services to Brooks Fiber's customers.

In 1999, Ms. Petite-el relocated her business twice.  During her
second relocation, the Debtors experienced technical difficulties.
The Debtors were unable to complete the reinstallation and needed
to come back at a later date to complete the work.

Ms. Petite-el contends that she is entitled to lost profits due to
the Debtors' failure to transfer her business telephone line.
Ms. Petite-el argues that the Debtors' negligence to transfer the
phone line quickly prevented possible clients from contacting her
for two weeks.

Ms. Petite-el calculated her damages based on the conclusion that
future demand for wigs would necessitate the production of one wig
per day.  Ms. Petite-el estimates damages to reach $359,280.

The Debtors argue that Ms. Petite-el cannot prove her damages as
required by the relevant state law.  Furthermore, the Debtors
assert, Ms. Petite-el is barred from receiving damages under the
filed tariff doctrine.

                           *     *     *

The Court finds that all of the relevant facts, which led to
Claim No. 23010 and the subsequent objection occurred in
Michigan, and, therefore, the laws of the State of Michigan govern
the Inka's Additions litigation.

Judge Gonzalez relates that a party may recover for lost profits
arising from a breach of a contract if they are properly proven.
However, Judge Gonzalez emphasizes, an aggrieved party can only
recover for the loss of future profits, if the party can prove the
amount of lost profits to a "reasonable degree of certainty as
opposed to being based on mere conjecture or speculation."  If a
business has an established financial history, Judge Gonzalez
says, that prior history may provide a reasonable basis to
estimate lost profits.

"[Ms. Petite-el] simply does not provide any proof to support her
claim for $359,280 in lost profits," Judge Gonzalez notes.

According to Judge Gonzalez, Ms. Petite-el's deposition testimony
indicates that Inka's Additions was not generating a profit at any
time prior to the Debtors' failure to transfer the phone line.
Ms. Petite-el bases the amount of damages on the production of one
hairpiece per day, but then later states that at no previous time
was demand for her product high enough to necessitate the
production of one wig per day, Judge Gonzalez notes.

The Court further finds that Ms. Petite-el offers no evidence for
her claim other than:

    -- her statement that her business was picking up; and

    -- the business had the potential to generate profits in the
       amount requested in the Claim.

Ms. Petite-el, Judge Gonzalez continues, provided no financial
records or other evidence that would suggest demand for her
product was going to increase so drastically as to indicate that
profits in the amount requested were attainable.  In fact, the
Court notes, Inka's past financial performance suggests that the
business was highly unlikely to generate those profits.

"It is the lack of evidence on the part of the Claimant to support
her assertion that business was improving, combined with the past
financial struggles of the Claimant's business which makes her
claim purely speculative in that there is no historical support
for the asserted lost profits estimate," Judge Gonzalez concludes.

Accordingly, Judge Gonzalez grants the Debtors' request for
summary judgment and disallows Claim No. 23010.

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. 88; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YOUNG BROADCASTING: Closes Amended Senior Credit Facility
---------------------------------------------------------
Young Broadcasting Inc. (NASDAQ: YBTVA) completed an amendment and
restatement of its senior credit facility.  The amended credit
facility provides for:

   -- a $300 million term loan that matures in 2012; and

   -- a $20 million revolving credit facility that matures in
      2010.

The full amount of the term loan was borrowed at the closing.

                     Senior Notes Purchase

YBI also disclosed that it had accepted for payment, and had
purchased, all of its $246,890,000 outstanding principal amount of
8-1/2% Senior Notes due 2008 pursuant to the cash tender offer and
consent solicitation commenced on April 11, 2005.  The purchase of
the Notes was financed by borrowings under the term loan portion
of the amended credit facility.  The terms of the Offer are more
fully described in the Offer to Purchase and Consent Solicitation
Statement and related Letter of Transmittal and Consent, each
dated April 11, 2005.

This announcement is neither an offer to purchase, nor a
solicitation of an offer to purchase, nor a solicitation of
tenders or consents with respect to, any Notes.  The Offer is
being made solely pursuant to the Statement and related Letter of
Transmittal and Consent.

                      About the Company

Young Broadcasting Inc. (NASDAQ: YBTVA) owns ten television
stations and the national television sales representation firm,
Adam Young Inc. Five stations are affiliated with the ABC
Television Network (WKRN-TV - Nashville, TN, WTEN-TV - Albany, NY,
WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN and WBAY-TV -
Green Bay, WI), three are affiliated with the CBS Television
Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA and KELO-
TV - Sioux Falls, SD) and one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA). KRON-TV - San
Francisco, CA is the largest independent station in the U.S. and
the only independent VHF station in its market.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 22, 2005,
Moody's Investors Service assigned B1 ratings to Young
Broadcasting Inc.'s $295 million in new senior secured credit
facilities ($20 million revolving credit facility due 2010,
$275 million senior secured term loan B due 2013).

Additionally, Moody's affirmed Young's existing ratings, including
a B2 senior implied rating, and changed the outlook to negative.
The proceeds from the issuance will be used to redeem the
company's 8.5% senior notes due 2008.  Thus, the transaction is
neutral to leverage.

Moody's said the negative outlook incorporates Young's still high
debt burden, operating margins that lag peers in the television
broadcast sector, and our expectation that the company will
continue to burn cash in the near-term.  Accordingly, absent asset
sales, the company is not able to meaningfully reduce debt.


YUKOS OIL: Moscow Court Freezes Yukos' Remaining Assets
-------------------------------------------------------
The Wall Street Journal reports that a Moscow Court has frozen
Yukos Oil Company's remaining assets, including Samaraneftegas on
he Volga, Tomskneft in Siberia, OAO East-Siberian Oil and Gas,
OAO Syrzan refinery, OAA Achinsk refinery, OAO Angarsk
trochemicals, ZAO Tambovnefteprodukt and ZAO rkutsnefteproduct.

The freeze order was entered in one of the lawsuits filed by tate-
owned Rosneft against Yukos.  Since December 2004, after acquiring
Yuganskneftegaz, Yukos' major oil production unit, Rosneft has
brought several lawsuits against Yukos seeking to recover payments
for oil deliveries Yuganskneftegaz made to Yukos.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000 in
total assets and $30,790,000,000 in total debts.  (Yukos
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* Moody's Says Canadian Corporate Governance Better than in U.S.
----------------------------------------------------------------
Canadian businesses compare favorably to their U.S. counterparts
when it comes to corporate governance, according to Ken Bertsch,
Senior Vice President and Director of Corporate Governance at
Moody's Investors Service.  Mr. Bertsch made his comments at
Moody's Annual Corporate Finance Conference held in Toronto on
May 4, 2005.

Moody's began assessing the corporate governance of the largest
North American issuers in 2003.  The purpose of these Corporate
Governance Assessments is to evaluate practices that could have
potential implications for an issuer's credit quality and to
provide a creditor perspective on governance.

Moody's has seen improved board processes over the past two years,
including enhanced board and committee independence and an
increased sense of responsibility among company directors.
Moody's has also seen better governance disclosure and clearer
lines of the accountability of independent auditors to audit
committees, as well as strengthened audit committees with greater
financial expertise.

"We believe corporate governance improvements in the wake of
post-Enron reforms have been significant in both the United States
and Canada," Mr. Bertsch said.

Canada's regulatory system, which requires companies to comply
with regulations or to disclose why they have not complied, is
particularly attractive from a corporate governance point of view.
"This is a flexible and transparent system that provides a measure
of reasonable pressure on issuers-including those that are
controlled and would be exempt from certain U.S. stock market
listing standards.  Moreover, this structure may increase the
probability that directors will be able to defend their positions
instead of merely ticking the boxes when it comes time to vote,"
Mr. Bertsch said.

In general, Moody's has favorable views of companies that reflect
the Canadian Corporate Governance Guideline that calls for an
independent board chairperson -- or at least a clear lead
director.  Nevertheless, it is still possible that some boards may
be too cozy, Mr. Bertsch added.  The closeness of directors on
some Canadian boards reflects, in part, the size of the market, in
comparison with the U.S., although Moody's also views some large
U.S. company boards has having strong regional ties that may raise
questions regarding whether they have sufficient diversity of
perspective.  In a situation where directors appear to be too
close to each other and to senior management, questions can be
raised about whether the board will provide tough oversight of
management.

Finally, there are differences in the amount of sway held by
American and Canadian institutional investors.  Arguably, the
leading Canadian pension funds have greater influence over good
governance practices than do U.S. funds, due to the greater
concentration of investment capital in Canada.  These positive
dynamics are reflected in independent chairpersons, opposition to
the use of stock options for outside directors, and greater
shareholder voice on takeover defenses.

"This seems to be more positive than negative from a creditor
standpoint, particularly given the long-term nature of pension
fund thinking," Mr. Bertsch said.


* BOOK REVIEW: George Eastman: Founder of Kodak
-----------------------------------------------
Author:     Carl W. Ackerman
Publisher:  Beard Books
Softcover:  596 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122999/internetbankrupt

George Eastman was a Bill Gates of his time.  This biography of
Eastman (1854-1932) provides a fascinating look at the inventions,
management style, interests, causes, and philanthropies of one of
America's finest scientist-entrepreneurs.  Eastman's inventions
transformed photography into a relatively inexpensive and
enormously popular leisure activity. His company, Eastman Kodak,
was one of the first U.S. firms to mass-produce a standardized
product.  Along with Thomas Edison, he ushered in the age of
cinematography.

Eastman was born in Waterville, New York.  At 23, working as a
bank clerk, Eastman bought a camera and set in motion a revolution
in photography.  At the time, photographers themselves mixed
chemicals to make light-sensitive emulsions and covered glass
plates (called "wet plates") with the emulsions, taking
photographs before the emulsions dried.  It was an awkward, messy
and time-sensitive undertaking. Eastman developed a process using
dry plates and in 1884 patented a machine to produce coated dry
plates.  He began selling photographic plates made using his
machines and as well as leasing his patent to foreign
manufacturers.

With the goal of reducing the size and weight of photographic
equipment, Eastman then began investigating possibilities for a
flexible film.  He and William E. Walker developed the first such
film, cut in narrow strips and wound on a roller device patented
by Eastman. The Eastman Dry Plate and Film Co. began producing the
film commercially in 1885.  In 1888 Eastman patented the hand-held
Kodak camera, designed specifically for roll film and initially
priced at $25.  (He made up the word "Kodak" using the first
letter of his mother's maiden name, Kilbourne.)

In 1889, Eastman began working with Thomas Edison, inventor of the
motion picture camera.  Edison's increasingly sophisticated models
required a stronger, more flexible transparent film, which Eastman
was able to deliver.  He founded Eastman Kodak Co. in 1892 and
began mass-producing a range of photographic equipment.

Eastman was an astute businessman.  He dealt shrewdly with
competitors and sometimes fell out with former collaborators.
Indeed, some of them filed and won patent infringement lawsuits
against him.  He was tireless in his inventing and entrepreneurial
endeavors.  In the early days he often slept in a hammock at the
factory and cooked his own food there.  His mother regularly
showed up and insisted that he go home for a good meal and full
night's sleep! Eastman demanded much of his employees, but no more
than he demanded of himself.  "An organization," he said, "cannot
be sound unless its spirit is.  That is the lesson the man on top
must learn.  He must be a man of vision and progress who can
understand that one can muddle along on a basis in which the human
factor takes no part, but eventually there comes a fall."

George Eastman gave away more than $100 million, a princely sum at
the time.  He avoided publicity and conducted his philanthropic
activities quietly.  His causes reflected a wide range of
interests, and included the University of Rochester, the
Massachusetts Institute of Technology, and many others.

This book draws on the contents of 100,000 letters to and from
Eastman's friends, family, investors, competitors, employees and
fellow inventors, along with Eastman's records and notes on his
various inventions.  The result is a meticulously detailed account
of Eastman's myriad interests and hands-on management style, as
well as the evolution of photography and a major 20th-century
corporation.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***