TCR_Public/050510.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, May 10, 2005, Vol. 9, No. 109

                          Headlines

ACCERIS COMMS: March 31 Balance Sheet Upside-Down by $69.7 Million
ADELPHIA BUSINESS: Resolves Johnson City's Admin. & Other Claims
ADELPHIA COMMS: Scripps Holds $862,455 Allowed Unsecured Claim
AEARO CORP: Limited Debt Capacity Prompts S&P's Negative Outlook
AGRIBIOTECH: CEO & Lawyers to Pay $7.1 Million to Creditor Trust

ALAMAC KNIT: 9-3/4% Noteholders Will Share in Any Distribution
ALLMERICA FIN'L: Fitch Affirms AFC Securities' BB- Rating
ALTERRA HEALTHCARE: Wants Until June 10 to File Notices of Removal
ALTERRA HEALTHCARE: Deadline Extended for Final Report & Decree
AMERICAN SKYLINE: St. Paul Invests $5.5 Mil. to Fund Run-Off

AMERICAN SKYLINE: Insurance Comm.'s Move Triggers S&P's "R" Rating
AMES DEPARTMENT: Has Until Oct. 28 to Solicit Plan Acceptances
ANCHOR GLASS: March 31 Balance Sheet Upside-Down by $5 Million
ARGON CAPITAL: S&P Cuts Ratings Following Ford Motor Co. Downgrade
ARGON CAPITAL: S&P Cuts Ratings After General Motors Downgrade

ARVINMERITOR: Laying Off 1,850 Employees & Closing 11 Plants
ASPEN TECHNOLOGY: March 31 Balance Sheet Upside-Down by $20 Mil.
ASSET BACKED: Fitch Puts Low-B Ratings on Three Mortgage Certs.
ATA AIRLINES: Motion to Extend Lease Decision Period Draws Fire
ATLANTIC GULF: Lenders See 7th Interim Distribution from Chapter 7

ATLANTIC STEEL: Case Summary & 33 Largest Unsecured Creditors
AUBURN FOUNDRY: Plants Fetched $12 Million from SummitBridge
BERRY PLASTICS: $445-Mil Kerr Acquisition Cues S&P to Hold Ratings
BORDEN CHEMICAL: S&P Junks Proposed $250M Series A Preferred Stock
BRIAN KITTS: Case Summary & 3 Largest Unsecured Creditors

BREUNERS HOME: Trustee Gets Interim Okay to Use Cash Collateral
BSI HOLDING: Trust Wants to Delay Closing to October 15
BUFFETS HOLDINGS: Weak Trends Prompt S&P to Downgrade Ratings
CALPINE CORP: Incurs $168.7 Million Net Loss in First Quarter
CANDESCENT TECHNOLOGIES: Plan Confirmation Hearing Set for June 16

CARDIMA INC: Nasdaq SmallCap Halting Stock Trading on May 17
CATHOLIC CHURCH: Diocese of Tucson Clarifies Property Ownership
CIRA/WARD: Case Summary & Lists of Largest Unsecured Creditors
COMPOSITE TECH: Bankruptcy Court Affirms Stay on Stock Lawsuits
COVANTA ENERGY: Judge Bernstein Modifies Cash Collateral Order

DB COMPANIES: Hires Coldwell Banker as Real Estate Broker
DESERT HIGHLAND: Voluntary Chapter 11 Case Summary
DIAMOND BRANDS: PENTA Prepares for Second & Final Distribution
ERIC JACOBSEN: Case Summary & 19 Largest Unsecured Creditors
FALCONBRIDGE LTD: Noranda Increasing Equity Stake to 90.8%

FRUIT OF THE LOOM: Trust Has Until Oct. 31 to Object to Claims
GATEWAY EIGHT: Pension Fund Wants Exclusive Periods Terminated
GLASS GROUP: Wants Until Plan Confirmation to Decide on Leases
GRUPO IUSACELL: Creditor Talks About Restructuring Pact Continue
HAYES LEMMERZ: Squabbling with BNY Capital Over Equipment Leases

HUFFY CORP: Wants Exclusive Period Extended Through August 2
ICG COMMS: Wants Until August 3 to Object to Claims
ICOS CORP: March 31 Balance Sheet Upside-Down by $38 Million
INTERSTATE BAKERIES: Wants to Enter Into Accenture Agreement
JAMES DILLON: Case Summary & 12 Largest Unsecured Creditors

KAISER ALUMINUM: Can Assume Plate Finishing Agreement
KERR GROUP: $445 Million Berry Sale Prompts S&P to Revise Watch
LYONDELL CHEM: Fitch Revises Low-B Ratings' Outlook to Positive
MADISON PARK: Moody's Places Ba2 Rating on $19 Mil. Class E Notes
MAGIC LANTERN: Faces Possible Stock Delisting from AMEX

MARATHON CLO: Moody's Places Ba2 Rating on $8 Mil. Class E Notes
MARKWEST ENERGY: Restating Financials & Filing Form 10-K by May 31
MERRY-GO-ROUND: Trustee Extends Office Lease for Six More Months
METRIS COMPANIES: Makes $150 Million Prepayment on Term Loan
MICRO COMPONENT: Laurus Master Provides $2.5M Additional Financing

MIIX GROUP: Committee Taps Lowenstein Sandler as Counsel
MIRANT CORP: Oregon Justice Dept. Holds $250K Allowed Unsec. Claim
MIRANT CORP: Beal Savings Wants Disclosure Statement Amended
MSX INT'L: Moody's Junks $130M Senior Subordinated Notes
NEW WORLD BRANDS: Substantial Losses Trigger Going Concern Doubt

NORANDA INC: Increasing Falconbridge Equity Stake to 90.8%
NORTH AMERICAN: Eric D. Green Appointed as Worksite List Mediator
NORTHWEST AIRLINES: J.H. Showers to Head Labor Relations
OHIO CASUALTY: Pays $111.7 Mil. Cash to Redeem Convertible Notes
OWENS CORNING: Says Estimating Fibreboard's Liability Not Needed

OWENS CORNING: Court Sets May 17 Conference on Bondholder Suit
PARMALAT USA: Stremicks Wants Affiliates' Claims Estimated at $0
PCA INTERNATIONAL: Weak Performance Prompts S&P to Junk Ratings
PEGASUS SATELLITE: First Amended Plan Declared Effective
POPE & TALBOT: Incurs $600,000 Net Loss in First Quarter

POWERCOLD CORP: Auditors Express Going Concern Doubt in Form 10-K
PRIDE INT'L: Fitch Upgrades Senior Unsecured Rating to BB-
READER'S DIGEST: Moody's Ups $300M Sr. Unsec. Debt Rating to Ba2
REAL MEX: Terminates Exchange Offer for 10% Sr. Secured Notes
RESIDENTIAL ASSET: Fitch Rates $5.8 Million Class B-1 at BB+

RESIDENTIAL ASSET: Fitch Puts Low-B Ratings on 3 Private Certs.
REVLON INC: March 31 Balance Sheet Upside-Down by $1.07 Billion
SGD HOLDINGS: Files Plan of Reorganization in Texas
SGD HOLDINGS: James & Lisa Gordon Criticize Disclosure Statement
SHAW GROUP: Completes Tender Offer for 10-3/4% Senior Notes

SHYPPCO FINANCE: Low Credit Quality Cues Moody's to Pare Ratings
ST. MARYS: Withdraws BB- Rating on Secured Bank Facility
STARWOOD HOTELS: Barry S. Sternlicht Resigns as Executive Chairman
SUNRISE SENIOR: Stockholders Scheduled to Meet Tomorrow
SURGILIGHT: Looks for More Financing to Continue as Going Concern

TELIGENT INC: Administrative & Priority Creditors Get 6.88% More
TGS INC: Case Summary & 20 Largest Unsecured Creditors
TEXAS PIG: Case Summary & 20 Largest Unsecured Creditors
TEXAS REINVESTMENT: Case Summary & 12 Largest Unsecured Creditors
TRICOM SA: March 31 Balance Sheet Upside-Down by $115 Million

TRINSIC INC: Faces Possible Stock Delisting from Nasdaq
TOYS 'R' US: Accepts $380.7 Million Senior Notes for Purchase
TRUMP ENTERTAINMENT: S&P Puts BB- Rating on $500 Mil. Senior Loan
ULTIMATE ELECTRONICS: Has Until July 10 to Remove Civil Actions
VALLEY MEDIA: Cross & Simon Prosecuting Suit Against EMI Music

VENTURE HOLDINGS: Hires Freshfields Bruckhaus as European Counsel
VENTURE HOLDINGS: Appoints Mercer as Human Resources Consultant
VERITRANS SPECIALITY: Case Summary & 20 Largest Creditors
VERTIS INC: Poor Performance Prompts S&P to Pare Ratings
WORLDCOM INC: Court Bars Browning & Pinkston Trespass Cases

YOUNG BROADCASTING: March 31 Balance Sheet Upside-Down by $31.9MM

* Large Companies with Insolvent Balance Sheets

                          *********

ACCERIS COMMS: March 31 Balance Sheet Upside-Down by $69.7 Million
------------------------------------------------------------------
Acceris Communications Inc. (OTCBB:ACRS) reported its financial
results for the first quarter ended March 31, 2005.

The Company's total operating revenue from continuing operations
for the quarter ended March 31, 2005 was $22.3 million, which is a
decrease of 37 percent from $35.2 million in the first quarter of
2004.  Revenue in the first quarter of 2004 included recognition
of approximately $6.4 million in non-recurring revenue from a
discontinued network service offering.  For the three months ended
March 31, 2005, the Company's operating loss was $5.0 million
compared to operating income of $800,000 for the in the first
quarter of 2004.  The Company's net loss was $8.1 million in the
first quarter of 2005 compared to a net loss of $1.2 million in
the first quarter of 2004.  The net loss per diluted common share
was $420,000 in the first quarter of 2005 versus a net loss per
diluted common share of $0.06 in the first quarter of 2004.

                   First Quarter Highlights

In March, the Company:

    (1) suspended accepting new local UNE-P customers, as a result
        of the FCC's revision of its wholesale rules on March 11,
        2005;

    (2) entered into negotiations to sell its wholly-owned
        Telecommunications service subsidiary; and

    (3) reconfigured its Board of Directors in anticipation of the
        sale of its Telecommunications business.  The changes
        reduced the current Board size to four members.

"We are working hard to maximize value for shareholders through
the planned disposition of our Telecommunications business.  Once
completed, we will focus our efforts on gaining market recognition
for our technology assets, which include seminal patents in Voice
over Internet Protocol," said Allan Silber, Chairman and Chief
Executive Officer of Acceris Communications Inc.

At Mar. 31, 2005, Acceris Communications Inc.'s balance sheet
showed a $69,707,000 stockholders' deficit, compared to a
$61,965,000 deficit at Dec. 31, 2004.

                      About the Company

Acceris Communications Inc. -- http://www.acceris.com/-- is a
broad based communications company serving residential, small- and
medium-sized business and large enterprise customers in the United
States.  A facilities-based carrier, it provides a range of
products including local dial tone and 1+ domestic and
international long distance voice services, as well as fully
managed and fully integrated data and enhanced services. Acceris
offers its communications products and services both directly and
through a network of independent agents, primarily via multi-level
marketing and commercial agent programs.  Acceris also offers a
proven network convergence solution for voice and data in Voice
over Internet Protocol communications technology and holds two
foundational patents in the VoIP space.


ADELPHIA BUSINESS: Resolves Johnson City's Admin. & Other Claims
----------------------------------------------------------------
On May 8, 2000, Public Building Authority of Johnson City,
Tennessee, and ABS Operations, Inc., an Adelphia Business
Solutions, Inc., debtor-affiliate, entered into a Financial
Support or Marketing Incentive Agreement.  Johnson City agreed to
provide marketing and other incentives to ABSO, including the use
of a nonresidential real property located at 2001 Millennium Place
in Johnson City, Tennessee, for use as a switching facility for
its telecommunications network.

Under the Agreement, ABSO will pay to Johnson City $200,000 per
year from 2000 through and including 2004.  ABSO has not made any
of the agreed payments to Johnson City since the ABIZ Debtors'
Petition Date.

ABSO occupied the leased Johnson City premises from the Petition
Date through March 2003, when the Lease was rejected.  Johnson
City filed a prepetition claim in the ABIZ Debtors' cases for
$430,000 and an administrative claim for $200,000, each with
respect to the Agreement.

The Reorganized ABIZ Debtors, n/k/a Telcove, Inc., dispute the
Administrative Claim.

Johnson City and the ABIZ Debtors now stipulate and agree that:

    a. the Prepetition Claim will be allowed as a general
       unsecured claim in the Reorganized ABIZ Debtors' Chapter 11
       cases for $530,000;

    b. the Administrative Claim will be allowed for $105,000; and

    c. Upon Johnson City's receipt of the Payment, all claims it
       held against any of the Reorganized ABIZ Debtors are
       waived, released and discharged.

Headquartered in Coudersport, Pa., Adelphia Business Solutions,
Inc., now known as TelCove -- http://www.adelphia-abs.com/-- is a
leading provider of facilities-based integrated communications
services to businesses, governmental customers, educational end
users and other communications services providers throughout the
United States.  The Company filed for Chapter 11 protection on
March 27, 2002 (Bankr. S.D.N.Y. Case No. 02-11389) and emerged
under a chapter 11 plan on April 7, 2004.  Judy G.Z. Liu, Esq., at
Weil, Gotshal & Manges LLP, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $2,126,334,000 in assets and
$1,654,343,000 in debts. (Adelphia Bankruptcy News, Issue No. 107;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Scripps Holds $862,455 Allowed Unsecured Claim
--------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates
wants to resolve the dispute relating to claims filed by Scripps
Howard Broadcasting Company, Television Food Network, Scripps
Howard Broadcasting Network, and DIY 2 Networks -- the Scripps
Entities -- arising under various agreements between them.

On January 1, 2000, ACOM and Scripps Howard entered into a Cable
Television Affiliation Agreement regarding the distribution of
Home & Garden Television Network.  On the same date, ACOM and
Television Food Network entered into a Cable Television
Affiliation Agreement for the distribution of the Food Network.
The Scripps Entities believe that a certain agreement exists
between DIY and ACOM regarding the distribution of DIY Networks.

Pursuant to the Scripps Agreements, ACOM asserts that the Scripps
Entities owe it $3,329,929 prior to the Petition Date.  On the
other hand, the Scripps Entities contend that ACOM is liable to
them for $4,995,908.

The Scripps Entities filed three proofs of claim against ACOM
relating to the Scripps Agreements:

    -- Claim No. 13863 for $4,690,908;

    -- a $55,000 claim arising under the Food Network Agreement;
       and

    -- Claim No. 17560 for $250,000.

To settle the dispute over their rights, claims and obligations
relating to the Scripps Agreements prior to December 31, 2003,
the parties entered into a stipulation.  Specifically, the
parties agree that:

    a. Claim No. 13863 will be allowed for $862,455;

    b. the Food Network Claim and Claim No. 17560 will be
       disallowed and expunged;

    c. the Scripps Entities will waive and release all claims
       against the Debtors, excluding the Allowed Claim, relating
       to the Scripps Agreements, which arose prior to
       December 31, 2003; and

    d. the Debtors waive and release all claims, excluding any
       rights ACOM may have for the incentive payment for launches
       of Food Network between July 1, 2004, and January 31, 2005,
       relating to the Scripps Agreements against the Scripps
       Entities, which arose prior to December 31, 2005.

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


AEARO CORP: Limited Debt Capacity Prompts S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
Aearo Corp. to negative from stable.  All ratings, including the
'B+' corporate credit rating, were affirmed.  This action follows
Aearo's announcement that it distributed a cash dividend of
$35 million to redeem preferred shares and pay accrued dividends.
The company amended its credit agreement to accommodate the
distribution and also received amendments permitting the sale of
up to $100 million of notes to pay the dividends.  Debt capacity
will be very limited, restricting Aearo's ability to make debt-
financed acquisitions.

Indianapolis, Indiana-based Aearo is a global provider of personal
protection equipment, with sales of about $380 million in fiscal
2004.  The company has about $300 million in debt outstanding.

"The ratings on Aearo Corp. reflect its weak business profile,
with a relatively heavy debt burden and modest financial
flexibility," said Standard & Poor's credit analyst John R. Sico.
"The company has good niche positions within the large personal
protection industry, which commands $13 billion a year in revenues
globally.  This business is highly fragmented, but the company has
good geographic, product, and customer diversity."

Within this category, Aearo is a global leader in the $3 billion
global hearing, eye, face, head, and respiratory equipment
markets.  It manufactures and sells safety products in more than
70 countries under well-known brand names.  It also makes a wide
array of energy-absorbing materials that are incorporated into
other manufacturers' products to control noise, vibration, and
shock.

Aearo Corp. is a private holding company, and it has been
principally owned by Bear Stearns Merchant Banking since April
2004.

The company has been able to generate good margins and reduce its
cyclical exposure because it has limited working- and fixed-
capital needs and because a significant portion of its revenues
stem from consumable products.  The company also benefits from
stable demand due to government and industry regulations.  These
factors have furthermore helped Aearo to stabilize earnings and
generate positive free cash flow.

Despite flat manufacturing employment, sales in the September 2004
fiscal year rose about 15% from the year earlier, primarily from
good internal growth of 10%.  The Safety Products business showed
good organic growth of 7%, and the Specialty Composites segment
was up more than 40% because of strong end-market demand.
Adjusted operating margins remained in the 18%-19% range through
Sept. 30, 2004, (these take into account an acquisition and
productivity improvements in manufacturing operations).  Although
industrial market conditions have been challenging because of the
flat employment in the manufacturing sector, especially in the
U.S., the economy is currently improving.


AGRIBIOTECH: CEO & Lawyers to Pay $7.1 Million to Creditor Trust
----------------------------------------------------------------
Anthony Schnelling, the Creditor Trustee of the AgriBioTech
Creditors' Trust, inked a comprehensive settlement agreement with
former ABT Chairman and CEO Richard P. Budd of Winston-Salem,
N.C., his wife, a variety of their affiliates, and their lawyers
at Womble Carlyle Sandridge & Rice, PLLC, on April 29, 2005.  The
Trustee will ask the Honorable Linda B. Riegle of the U.S.
Bankruptcy for the District of Nevada to put her stamp of approval
on the agreement at a hearing on May 12, 2005.

Mr. Budd and his affiliates will pay $6 million to the Trustee,
while Womble Carlyle will pay $1.1 million.  The Settlement
Proceeds will flow through the Trust to hundreds of farmers and
other creditors in the AgriBioTech Inc. bankruptcy.

As previously reported in the Troubled Company Reporter on Feb. 1,
2005, the Trustee obtained a $14.87 million judgment against Mr.
Budd following a trial in December 2004.  The Court found that
former CEO Budd received a preferential loan repayment of more
than $10 million in June 1999, as ABT slid deeper into financial
trouble.  Mr. Budd was paid in full, but ABT filed for bankruptcy
less than a year later, leaving hundreds of farmers in Idaho,
Washington and Oregon, as well as other creditors, with more $60
million in unpaid debts.  David Bryant, Esq., at Diamond McCarthy
Taylor Finley Bryant & Lee, LLP, represented the Trust in that
trial.

As previously reported in the Troubled Company Reporter, Mr. Budd
filed for chapter 11 protection in the U.S. Bankruptcy Court for
the Middle District of North Carolina (Case No. 05-50625) on
March 4, 2005.

ABT was a leading turf grass seed and forage seed supplier before
filing for bankruptcy protection in January 2000 (Bankr. D. Nev.
Case No. 00-10533), in one of the largest agricultural
bankruptcies in U.S. history.  The Court approved ABT's
reorganization plan in 2001, appointing nationally recognized
turnaround expert Anthony Schnelling to pursue claims for the
benefit of creditors.


ALAMAC KNIT: 9-3/4% Noteholders Will Share in Any Distribution
--------------------------------------------------------------
U.S. Bank National Association, as successor Trustee to State
Street Bank & Trust Company, serves as the Indenture Trustee under
the Indenture dated as of August 27, 1997, with Dyersburg
Corporation and certain Guarantors pursuant to which $125,000,000
of 9-3/4% Senior Subordinated Notes due 2007 were issued.
Dyersburg's obligations under the Indenture are guaranteed by
Alamac Knit Fabrics Inc., Dyersburg Fabrics Limited Partnership,
I, Dyersburg Fabrics, Inc., DFIC, Inc., IQUIE, Inc., IQUEIC, Inc.,
IQUIE Limited Partnership, I, UKIC, Inc., United Knitting, Inc.,
United Knitting Limited Partnership, I, Alamac Enterprises Inc.
and AIH Inc.

As previously reported in the Troubled Company Reporter, Alamac
filed for chapter 11 protection on Sept. 25, 2000 (Bankr. D. Del.
Case No. 00-03746).  Alamac proposed a plan of reorganization,
obtained Judge Walrath's stamp of approval on an amended
disclosure statement on October 21, 2000, obtained the requisite
majority vote in favor of the plan from their creditors, and
scheduled a confirmation hearing on December 14, 2000.  However, a
condition to confirmation of the plan was the placement of an exit
facility to refinance the debt held by the DIP Lenders.
Ultimately, the Debtors determined that they could neither obtain
the necessary financing nor liquidate in chapter 11.  On Aug. 21,
2002, the Debtors moved to convert their cases to cases under
chapter 7 of the Bankruptcy Code based in part on the risk of
administrative insolvency.  Judge Walrath entered an order
converting the cases on September 19, 2002, and Montague S.
Claybrook was subsequently appointed Chapter 7 Trustee.

Alamac listed the $125,000,000 debt in their Schedules of Assets
and Liabilities.  State Street served on the Official Committee of
Unsecured Creditors and filed a proof of claim in the chapter 11
phase of Alamac's bankruptcy proceedings.  Somehow, notice of the
necessity for filing a proof of claim after the Chapter 7
conversion was never served on State Street.  U.S. Bank, in turn,
never learned about the need to file a proof of claim in the
chapter 7 proceeding.

U.S. Bank is represented in Alamac's bankruptcy by:

     James Gadsen, Esq.
     Carter Ledyard & Milburn LLP
     2 Wall Street
     New York, NY 10005
     Telephone (212) 732-3200

After an inquiry from a Noteholder about the status of the case on
or about March 17, 2005, U.S. Bank's counsel discovered that it
had not received the Chapter 7 Bar Date Notice and, thus, had not
filed a formal proof of claim prior to the Chapter 7 Bar Date.  On
March 18, 2005, Mr. Gadsen contacted Donna L. Culver, Esq., at
Morris, Nichols, Arsht & Tunnell, counsel to the Chapter 7
Trustee, and explained the situation.  He was told that the
Chapter 7 Trustee is at the stage of completing collection of the
assets of the estate and beginning the process of examining
claims.  Again, on March 23, 2005, Joseph J. Bodnar, Esq., at
Monzack and Monaco, PA, Delaware counsel to State Street, spoke to
Ms. Culver about whether the Chapter 7 Trustee would agree that
claims of the Noteholders would be recognized.  Ms. Culver
responded on March 23, 2005, that she would contact the Chapter 7
Trustee to find out whether he would agree to the request.  The
Chapter 7 Trustee never responded.

U.S. Bank turned to Judge Walrath with a request to deem all of
the documents filed in Alamac's case that make reference to the
bond debt an informal proof of claim and asked Judge Walrath for
permission to amend that informal proof of claim.  U.S. Bank
argued that the facts and equities of the case favor allowing the
Noteholders' claims.

Judge Walrath agreed, and entered an order on May 4, 2005,
directing that the Noteholders will share equally with all other
unsecured creditors in any distribution from the Debtors' estates.
The Chapter 7 Trustee is currently prosecuting preference actions
to recover value for the estates.


ALLMERICA FIN'L: Fitch Affirms AFC Securities' BB- Rating
---------------------------------------------------------
Fitch Ratings has affirmed its 'BB+' long-term issuer rating on
Allmerica Financial Corporation and its rating on AFC's senior
unsecured notes due 2025.  The Rating Outlook has been revised to
Positive from Stable.  Additionally, Fitch has affirmed its 'BB-'
rating on AFC Capital Trust I's trust preferred capital securities
due 2027 and has revised AFC Capital's Rating Outlook to Positive
from Stable.

Fitch has also upgraded its insurer financial strength ratings on
AFC's property/casualty subsidiaries to 'A-' from 'BBB+' and has
affirmed its 'BB' ratings on AFC's life insurance and annuity
subsidiaries.  The Rating Outlook on these companies is Stable.

Fitch's rating actions reflect its heightened comfort with AFC's
ability to generate cash basis and operating earnings-basis
interest coverage from its property/casualty subsidiaries. Fitch's
ratings on AFC assume minimal dividends from the company's
life/annuity subsidiaries.  Additionally, Fitch's view of AFC's
capitalization conservatively assigns little value to the
life/annuity subsidiaries beyond their statutory surplus levels.

The rating actions also reflect Fitch's belief that that AFC's
life/annuity subsidiaries are increasingly unlikely to represent a
potential cash or capital drain to AFC.  Fitch believes that AFC's
life/annuity subsidiaries will likely be able to continue to pay
dividends to AFC in the near-to-mid-term but its ratings on AFC
are increasingly based on the property/casualty subsidiaries'
contributions to the organization's capital base and on the
ability of the property/casualty subsidiaries to fund debt over
the long term.

At year-end 2004 AFC's cash-basis interest coverage, including
dividends available from its lead property/casualty subsidiary,
was approximately 4.1 times.  In the first quarter of 2005, the
company's property/casualty operations generated $62 million of
operating earnings, which translates into annualized earnings-
based interest coverage of 6x.  Between 2004 and 2000, AFC's
property/casualty operations generated pretax operating earnings
based interest coverage ranging 2.3x to 4.8x.

Fitch views these as reasonable proxies for the company's near-
term run-rate earnings and coverage levels.  Additionally, Fitch
believes that these interest coverage levels, in conjunction with
the company's moderate use of long-dated financial leverage, are
supportive of AFC's current ratings.

AFC's life/annuity subsidiaries have de-levered materially since
the company placed them into run-off in 2002 primarily due to
their lack of new sales, policyholder redemptions, and generally
improving equity markets that reduced reserve requirements
associated with the company's annuity products' guaranteed minimum
death benefits.  Since placing its life/annuity operations into
run-off, AFC has implemented programs to reinsure the mortality
risk and hedge a portion of the equity market risk associated with
its GMDB.

While Fitch believes that the hedging program's effectiveness is
largely untested, especially in comparison to the types of equity
market conditions experienced in the 2000-2002 timeframe, it views
the collective effect of the life/annuity operation's de-levering
and reinsurance and hedging programs as significantly reducing the
likelihood of AFC having to commit cash or capital to its
life/annuity operations.

Fitch's decision to upgrade AFC's property/casualty subsidiaries
reflects the benefits of stabilizing conditions within AFC's
life/annuity operation.  Additionally, at the 'A-' rating level,
Fitch views AFC's property/casualty subsidiaries' IFS ratings as
corresponding more appropriately to the ratings of other
moderately-sized regional property/casualty companies with similar
characteristics.

Fitch's ratings on AFC's property/casualty subsidiaries continue
to reflect the companies' historically solid underwriting
capabilities and good competitive positions in New England and
Michigan.  Partially offsetting these positives is the companies'
relatively high operating leverage, especially in light of AFC's
future dividend requirements, and the effects of a high expense
ratio.

These ratings were initiated by Fitch as a service to users of
Fitch ratings.  The ratings are based primarily on publicly
available information.

   Allmerica Financial Corp.

      -- Long-term issuer/Affirm/'BB+'/Positive;
      -- Senior debt rating/Affirm/'BB+'/Positive.

   AFC Capital Trust I

      -- Capital securities rating/Affirm/'BB-'/Positive.

   The Hanover Insurance Company

      -- Insurer financial strength/Upgrade/'A-'/Stable.

   Citizens Insurance Company of America

      -- Insurer financial strength/Upgrade/'A-'/Stable.

   First Allmerica Financial Life Insurance Co.

      -- Insurer financial strength/Affirm/'BB'/Stable.

   Allmerica Financial Life & Annuity Co.

      -- Insurer financial strength/Affirm/'BB'/Stable.

   Allmerica Global Funding LLC $2 billion global note program

      -- Long-term issuer rating/Affirmed & Withdrawn/'BB'.


ALTERRA HEALTHCARE: Wants Until June 10 to File Notices of Removal
------------------------------------------------------------------
Alterra Healthcare Corporation asks the U.S. Bankruptcy Court for
the District of Delaware for more time, through and including,
June 10, 2005, to file notices of removal with respect to Pre-
Petition Civil Actions pursuant to 28 U.S.C. Section 1452 and
Rules 9006 and 9007 of the Federal Rules of Bankruptcy Procedure.

The Court confirmed the Debtor's Second Amended Plan of
Reorganization on Nov. 26, 2003, and the Plan took effect on
Dec. 4, 2003.

The Reorganized Debtor believes that it may be a party to civil
actions currently pending in various state and federal district
courts.

The Reorganized Debtor submits three reasons in support of its
request:

   a) the Reorganized Debtor's professionals have been focused
      primarily on settling issues relating to distributions under
      the confirmed Plan and continuing the claims reconciliation
      process; consequently, the Debtor and its professionals have
      not had enough time to fully review all the Civil Actions to
      determine if any should be removed pursuant to Bankruptcy
      Rule 9027(a);

   b) the requested extension is in the best interests of the
      Reorganized Debtor's estate and its creditors, and it will
      assure that the Debtor does not forfeit its valuable rights
      under  28 U.S.C Section 1452; and

   c) the Reorganized Debtor assures the Court that the requested
      extension will not prejudice its adversaries in the Civil
      Actions as they have the right to have their cases remanded
      to the state courts pursuant to 28 U.S.C. Section 1452(b).

The Court will convene a hearing at 2:00 p.m., on May 25, 2005, to
consider the Reorganized Debtor's request.

Headquartered in Milwaukee, Wisconsin, Alterra Healthcare
Corporation offers supportive and selected healthcare services to
the elderly and is one of the largest operator of freestanding
Alzheimer's and memory care residences in the U.S.  The Company
filed for chapter 11 protection on January 22, 2003 (Bankr. D.
Del. Case No. 03-10254).  James L. Patton, Esq., Edmon L. Morton,
Esq., Joseph A. Malfitano, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, represent the Debtor in
its restructuring.  When the Debtor filed for protection from its
creditors, it listed $735,788,000 in total assets and
$1,173,346,000 in total debts.  On Nov. 26, 2003, the Honorable
Judge Mary F. Walrath confirmed the Second Amended Plan of
Reorganization of Alterra.  The Plan took effect on Dec. 4, 2003.


ALTERRA HEALTHCARE: Deadline Extended for Final Report & Decree
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Alterra Healthcare Corporation more time to file a Final Report
and Accounting for its chapter 11 case and an extension of the
time in which a final decree will be entered in its chapter 11
case.  The Reorganized Debtor has until Aug. 22, 2005, to file its
Final Report and Accounting.  Automatic entry of a final decree is
extended through and including Nov. 16, 2005.

The Court confirmed the Debtor's Second Amended Plan of
Reorganization on Nov. 26, 2003, and the Plan took effect on
Dec. 4, 2003.

The Reorganized Debtor gave the Court three reasons in support of
the extension:

   a) delaying the entry of a final decree on the Debtor's chapter
      11 case will help ensure that any distributions made under
      the confirmed Plan are only made to those actual creditors
      and in amounts appropriate for those creditors;

   b) a Final Report and Accounting will not be accurate until the
      claims administration process and other pending disputes,
      notably the outstanding issues raised by the Committee with
      respect to any potential amount to be distributed to
      unsecured creditors are thoroughly reviewed and completed;
      and

   c) the extension is in the best interests of the Reorganized
      Debtor's estate and its creditors.

Headquartered in Milwaukee, Wisconsin, Alterra Healthcare
Corporation offers supportive and selected healthcare services to
the elderly and is one of the largest operator of freestanding
Alzheimer's and memory care residences in the U.S.  The Company
filed for chapter 11 protection on January 22, 2003 (Bankr. D.
Del. Case No. 03-10254).  James L. Patton, Esq., Edmon L. Morton,
Esq., Joseph A. Malfitano, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, represent the Debtor in
its restructuring.  When the Debtor filed for protection from its
creditors, it listed $735,788,000 in total assets and
$1,173,346,000 in total debts.  On Nov. 26, 2003, the Honorable
Judge Mary F. Walrath confirmed the Second Amended Plan of
Reorganization of Alterra.  The Plan took effect on Dec. 4, 2003.


AMERICAN SKYLINE: St. Paul Invests $5.5 Mil. to Fund Run-Off
------------------------------------------------------------
Maryland Insurance Commissioner Alfred W. Redmer, Jr., approved a
comprehensive plan to protect the policyholders and claimants of
the financially-troubled American Skyline Insurance Company during
the orderly run-off of the ASIC's existing business.

St. Paul Travelers has agreed to invest an additional $5.5 million
in ASIC to fund claim payments and operations during the run-off
period, in accordance with a budget that has been reviewed and
approved by the Commissioner. The first $2.5 million will cover
operating expenses and claim payments for the next 90-days and the
additional $3 million will be held in a special reserve for
expenses and claim payments going forward. ASIC will submit
monthly financial reports to the Administration and an on-site
consultant will monitor claims and operations during the run-off.
The transfer of monies from the special reserve account to ASIC
will require the approval of the Commissioner to assure that the
budget is maintained.

"Governor Ehrlich and I are pleased about the commitment that St.
Paul has shown to ASIC, the City of Baltimore and the State of
Maryland," said Commissioner Redmer. "The approach that we have
taken with ASIC is somewhat different than the way in which a
regulator generally is required to handle an insurance company
that is in financial distress. In this case, we did not want to
have to place ASIC in receivership, liquidate it and leave
consumers to resolve their claims and coverage issues with the
Property and Casualty Guarantee Fund.  Thanks to the cooperation
and substantial financial investment of St. Paul, and the hard
work of key members of my staff, ASIC instead will have a gradual
and organized wind-down that will allow claimants to receive
timely payments and will permit policyholders to finish out their
existing policies with ample notice and opportunity to secure
other coverage.  Just as significantly, this approach still
provides ASIC with the opportunity to attract an interested
longterm investor or business partner so that the company can
remain in our market."

In November of 2004, ASIC entered into a Consent Order with the
Administration to try to control losses of $5 to $10 million per
year for the last few years. At that point, ASIC stopped renewing
policies and stopped taking on new business, terminated its
contracts with agents, while continuing its search for a buyer or
investor that would commit to funding continued operations.

Commissioner Redmer explained, "We were hopeful originally, and
remain so today, that an investor will be found to purchase this
company and continue its operations. Unfortunately, the company's
financial position deteriorated to the point where we would have
been forced to shut down the company completely. However, thanks
to the financial investment of St. Paul, we were able to take a
different approach and pursue an orderly run-off plan and,
thereby, protect policyholders, claimants and other creditors of
ASIC, as well as the general public."

ASIC is a licensed property and casualty company domiciled in
Maryland since 2000, and has focused its marketing efforts
primarily on Baltimore City residents.

A full-text copy of the Nov. 30, 2004, Consent Order is available
at no charge at:


http://www.mdinsurance.state.md.us/documents/MIA-2004-11-018-AmericanSkyline.pdf

and a full-text copy of the Supplemental Consent Order dated
March 17, 2005, is available at no charge at:


http://www.mdinsurance.state.md.us/documents/MIA-2004-11-018-ASICSupplement.pdf


AMERICAN SKYLINE: Insurance Comm.'s Move Triggers S&P's "R" Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'R' financial
strength rating to American Skyline Insurance Co.

"The 'R' rating was assigned because the Maryland Insurance
Administration has taken action steps to protect American Skyline
policyholders," said Standard & Poor's credit analyst Julie
Herman.

From its inception in 2001, American Skyline never had a
profitable year, reporting more than $27 million in operating
losses through 2004.  Since November 2004, the company has
operated under a consent order with the MIA that prohibited it
from renewing policies or writing new ones.  In March 2005,
MIA implemented a plan in which St. Paul Travelers Cos., which
helped create American Skyline but ended funding late last year,
would pay American Skyline $5.5 million to finance claim payments
and operations during the run-off period.

As part of the agreement, American Skyline is required to submit
monthly financial reports to the MIA, obtain approval from the MIA
for the transfer of some of the St. Paul funds from a special
reserve account to American Skyline, and allow for an on-site
consultant to examine claims and operations during the run-off.

This gradual and controlled wind-down approach -- as opposed to
liquidation or rehabilitation -- is an attempt to protect
consumers by allowing policyholders to finish out their existing
policies and claimants to receive timely payments.  The plan does
allow for American Skyline to search for new investors, and the
company could conceivably stay in business with enough backing.

American Skyline is a property/casualty insurance company that
offers insurance to Baltimore City homeowners, renters, small
businesses, and automobile owners.  In 2004, the company reported
about $2.5 million in assets, negative $3.0 million in surplus,
$5.1 million in net premiums written, and $9.4 million in net
losses.

An insurer rated 'R' is under regulatory supervision owing to its
financial condition. During the pendency of the regulatory
supervision, the regulators may have the power to favor one class
of obligations over others or pay some obligations and not others.
The rating does not apply to insurers subject only to nonfinancial
actions such as market conduct violations.


AMES DEPARTMENT: Has Until Oct. 28 to Solicit Plan Acceptances
--------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, the U.S.
Bankruptcy Court for the Southern District of New York extends the
period within which Ames Department Stores and its debtor-
affiliates' have the exclusive right to solicit acceptances for
their chapter 11 plan to and including October 28, 2005.

Ever since Ames Department Stores and its debtor-affiliates made
the decision to wind down their business, they have been
diligently laboring to maximize values for their creditors.
Specifically, the Debtors have:

    (a) sold all their inventory;

    (b) fully satisfied their obligations under their postpetition
        financing facilities;

    (c) rejected or assumed and assigned the majority of their
        unexpired non-residential real property leases in
        accordance with Section 365 of the Bankruptcy Code;

    (d) been settling and reconciling creditors' claims;

    (e) commenced and are continuing to prosecute and collect
        substantial sums from avoidance actions;

    (f) sold, or are in the process of selling, their remaining
        real estate holdings;

    (g) made interim distributions to holders of administrative
        expense claims; and

    (h) developed, drafted, and filed their consolidated Chapter
        11 Plan and a related Disclosure Statement.

As reported in the Troubled Company Reporter on Apr. 20, 2005, the
Debtors required more time to determine whether the Debtors'
estates will be solvent and therefore warrant solicitation of
votes in favor of the Plan.

The Debtors cannot determine the full extent of their
administrative obligations, the resources available to satisfy
those obligations, and at what point they will achieve solvency.

Thus, the Debtors are not in a position to determine if and when
a recovery will be available for prepetition creditors.  The
Debtors will not be in that position until they complete the
process of liquidating their few remaining real property
interests, reconciling administrative expense claims and
prosecuting avoidance actions.

The Debtors are currently working in tandem with the Official
Committee of Unsecured Creditors appointed in their Chapter 11
cases to assess accurately their postpetition assets and
liabilities, Mr. Bienenstock tells the Court.

After taking into account the Court-approved Claims Settlement
Program, the Debtors anticipate that they will have $88,000,000
in administrative expense claims.  Many of these claims will
still need to be fully reconciled.

The Debtors also need several months to prosecute the 2,000
Preference Actions they have filed to date.  The successful
prosecution of the Preference Actions is critical to a
determination of the ultimate recovery available to creditors in
the Debtors' Chapter 11 cases.

Ames Department Stores filed for chapter 11 protection on
August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
67; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: March 31 Balance Sheet Upside-Down by $5 Million
--------------------------------------------------------------
Anchor Glass Container Corporation (NASDAQ:AGCC) reported
unaudited financial results for its first quarter ended March 31,
2005.  First quarter 2005 net sales decreased to $179.3 million
from $189.6 million in the prior year.  First quarter 2005 net
loss was $12.7 million, compared to a loss of $4.3 million in the
prior year.  The current quarter figure includes continuing
charges related to restructuring activities of $1.4 million.  The
net loss was offset in part by a gain of $3.1 million, related to
the sale of a non-operating property.

Peter Reno, Anchor Glass' interim Operating Committee chairman,
stated, "Anchor's first quarter results were impacted by lower
volumes and higher costs for raw materials and energy.  Glass
demand in the beer category, which represents the majority of our
business portfolio, continues to be impacted by consumer demand
softness.  We were able to offset some of this lost revenue,
however, with higher shipments in the liquor category where we saw
year-over-year gains.  On the cost side, energy and raw material
expenses remain volatile and significantly above prior year
levels.  We were able to mitigate some of this impact, however, as
recent contract changes that took effect in 2005 allowed us to
pass on a portion of our higher natural gas costs to certain
customers."

Mr. Reno continued, "The capacity adjustments we made in the
fourth quarter of 2004 enabled us to reduce finished goods
inventories in the first quarter, contrary to the typical build
experienced in this time period.  We also continue to implement
cost reduction and efficiency programs developed through our
comprehensive operational review to improve our operating results
in this challenging period of rising costs and softer sales.
These programs included a further reduction in force at our
corporate office in April, a difficult but necessary action.  We
are adhering to our 2005 capital spending budget of $30-35
million, and are focused on reducing working capital requirements
to improve cash generation.  Lastly, we are developing sales
opportunities in higher-margin specialty glass products,
leveraging Anchor Glass' differentiating capabilities in these
product areas."

Early in the second quarter, as indicated above, the company
implemented a reduction in force of its corporate and support
personnel.  As a result of this action, Anchor Glass will record a
charge of approximately $0.8 million in the second quarter.  In
aggregate, corporate and support headcount reductions since the
fourth quarter of 2004 total approximately 20%.  Anchor Glass
anticipates that total restructuring charges associated with its
operational review will approximate $52.6 to $54.0 million, of
which $50.1 million has already been recorded through the first
quarter of 2005.  The company expects to record $1.7 million of
this charge during the second quarter, including the $0.8 million
figure mentioned above.

               First Quarter 2005 Financial Review

Sales decreases in the first quarter 2005 versus last year's first
quarter reflect lower beer and ready-to-drink volumes, offset by
increases in the liquor category.  Decline in beer shipments
reflect continuing reduced market place demand; the ready-to-drink
decrease is a result of the absence of last year's non-contracted
volume shipments.  Liquor sales showed strong year-over-year
improvements as new business shipments have ramped to full rate
levels.  All other product category shipments were, in total,
comparable to prior year levels.  Total volume decreased 5.0% in
the quarter from the first quarter of last year.

First quarter 2005 loss from operations of $1.9 million compares
to an operating profit of $7.5 million in the prior year.
Excluding first quarter restructuring charges and the gain on the
sale of a non-operating property, loss from operations on a non-
GAAP basis was $3.6 million.  Higher year-over-year energy costs
that could not be fully passed through to customers totaled $6.6
million, or $(0.27) per share, which includes higher natural gas
costs, higher transportation and raw material costs due to rising
fuel prices, and higher cost for electricity.  A portion of these
costs, primarily the portion related to natural gas, will be
partially recovered in second quarter 2005 based upon the
contracted pricing formulas in place with certain customers.

The $9.4 million decrease in income from operations in the first
quarter versus last year mainly reflects:

    -- Unfavorable margin impact of $5.5 million primarily due to
       lower volumes and higher freight;

    -- Higher energy costs as described above totaling $6.6
       million;

    -- Increased costs of raw materials, primarily soda ash,
       totaling $1.0 million;

    -- Charges of $1.4 million for on-going restructuring charges
       associated with the operational review;

    -- Gain on sale of non-operating property and other assets
       totaling $3.3 million;

    -- Favorable productivity improvements and efficiencies
       totaling $1.7 million, before giving effect to unplanned
       downtime at a facility due to a weather-related power loss;

    -- One-time gain of $0.8 million from a legal settlement
       related to vendor pricing; and

   -- Lower depreciation expense totaling $0.5 million .

Capital spending in the quarter totaled $8.9 million compared to
$20.9 million last year.  Most of the spending was for maintenance
and molds to support production.  There are no major capital
projects planned for 2005 and the company continues to plan
capital expenditures in the range of $30-$35 million for 2005.

                     Operational Review

The company continues to employ and implement initiatives
developed through its review of operations to increase asset
productivity, improve working capital efficiency, reduce capital
spending and boost cash flow generation.  Initiatives implemented
in the first quarter included lowering freight expenses by
increasing load utilization and reducing effective costs on
certain materials and supplies through negotiated vendor rebates.
In the second quarter, the company is targeting cost reductions
through the above-mentioned reduction in force, plant process
improvements, and warehouse consolidation and further logistical
enhancements.

                      About the Company

Anchor Glass Container Corporation is the third largest
manufacturer of glass containers in the United States.  It has
eight strategically located facilities where it produces a diverse
line of flint (clear), amber, green and other colored glass
containers for the beer, beverage, food, liquor and flavored
alcoholic beverage markets.

At Mar. 31, 2005, Anchor Glass Container Corporation's balance
sheet showed a $5,022,000 stockholders' deficit, compared to
$4,290,000 of positive equity at Dec. 31, 2004.


ARGON CAPITAL: S&P Cuts Ratings Following Ford Motor Co. Downgrade
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
the Argon Capital PLC series 6 and Repackaged Offshore
Collateralised Kredit Two Ltd. series 10 notes to 'BB+' from
'BBB-'.

This action follows the lowering of the long-term senior unsecured
debt credit ratings on Ford Motor Co. (BB+/Negative/B-1) and its
financial subsidiary, Ford Motor Credit Co. (BB+/Negative/B-1).
Ford acts as a supporting rating to the repackaged securities.

The ratings in the transactions listed below are weak-linked to
the rating on Ford Motor Co. or Ford Motor Credit Co., which
either provides collateral or reference entities in the
transactions.

Standard & Poor's is aware of the exposure to Ford Motor Co. and
its related entities in the portfolios of European cash and
synthetic CDOs.  As with all rating actions on names in CDO
portfolios, the impact of these downgrades will be incorporated in
to the ongoing CDO surveillance process.  Standard & Poor's
downgrade of Ford and its related entities does not have any
immediate credit rating impact on the European CMBS, RMBS, or
other ABS transactions.

The May 5 downgrade of Ford, Ford Credit, and all related entities
to non-investment-grade, reflects Standard & Poor's skepticism
about whether management's strategies will be sufficient to
counteract mounting competitive challenges.


                     Ratings Lowered

                     Argon Capital PLC
         PLZ24.25 Million Limited Recourse Secured
               Floating-Rate Notes Series 6

                   To             From
                   --             ----
                   BB+            BBB-


    Repackaged Offshore Collateralised Kredit (Rock) Two Ltd.
            NZ$50 Million 7.25% Secured Notes Series 10

                   To             From
                   --             ----
                   BB+            BBB-


ARGON CAPITAL: S&P Cuts Ratings After General Motors Downgrade
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit rating on
the EUR17.961 million limited recourse secured variable-rate notes
series 40 issued by Argon Capital PLC to 'BB' from 'BBB-'.

This action follows the lowering of the long-term senior unsecured
debt credit rating on General Motors Corp. (GM; BB/Negative/B-1).
The rating on GM acts as a supporting rating for Argon Capital
because GM bonds provide collateral to the Argon Capital
transaction.

Standard & Poor's is aware of the exposure to GM, General Motors
Acceptance Corp., and its related entities in the portfolios of
European cash and synthetic CDOs.  As with all rating actions on
names in CDO portfolios, the impact of these downgrades will be
incorporated into the ongoing CDO surveillance process.
Yesterday's downgrade of GM, GMAC, and its related entities does
not have any immediate credit rating impact on European CMBS, RMBS
or other ABS transactions.

The May 5, 2005 downgrades of GM, GMAC, and all related entities
to non-investment-grade reflect Standard & Poor's conclusion that
management's strategies may be ineffective in addressing GM's
competitive disadvantages.


ARVINMERITOR: Laying Off 1,850 Employees & Closing 11 Plants
------------------------------------------------------------
ArvinMeritor Inc. says it will be laying off approximately 1,350
hourly employees and 250 salaried workers over the next 18 months.
This disclosure appeared in the company's latest quarterly report
filed with the Securities and Exchange Commission.  The staff
reductions will result from the closure, sale or consolidation of
11 of the company's Light Vehicle Systems facilities.  These
headcount reductions are in addition to the 400 to 500 salaried
employees layoffs previously announced.

The company did not identify the plants it will be closing.  The
company says the cost of this downsizing will be $135 million, and
$110 million of that amount will be cash costs.

ArvinMeritor attributes its difficulties to a number of
challenging industry-wide issues, including:

    -- excess capacity,
    -- commodity price increases, particularly steel,
    -- lower light vehicle volumes,
    -- weakened financial strength of some of the original
       equipment (OE) manufacturers,
    -- OE pricing pressures and
    -- currency exchange rate volatility.

                     About ArvinMeritor

ArvinMeritor Inc. provides the global transportation industry with
integrated systems, modules, and components.  The Company serves
light vehicle, commercial truck, trailer, and specialty original
equipment manufacturers and related aftermarkerts.  ArvinMeritor
also provides coil coating applications, including those for the
transportation, appliance, construction and furniture industries.

As reported in the Troubled Company Reporter on Feb. 8, 2005,
Fitch Ratings affirmed its BB+ Rating of ArvinMeritor's senior
unsecured debt.  ArvinMeritor's balance sheet dated March 31,
2005, shows $5.8 billion in assets and $4.8 billion in
liabilities.


ASPEN TECHNOLOGY: March 31 Balance Sheet Upside-Down by $20 Mil.
----------------------------------------------------------------
Aspen Technology, Inc. (NASDAQ: AZPN) reported financial results
for its third quarter of fiscal 2005 ended March 31, 2005.

Total revenues for the third quarter totaled $64.2 million, with
software license revenues of $31.1 million and services revenues
totaling $33.1 million.  On a Generally Accepted Accounting
Principles basis, the Company reported a third quarter net loss
applicable to common shareholders of $13.7 million, which includes
fees related to the recently completed audit committee
investigation.  On a non-GAAP basis, excluding these fees,
amortization of intangibles, an adjustment to previously recorded
restructuring charges, and the preferred stock dividend and
discount accretion, the Company reported a fiscal 2005 third
quarter net loss of $4.4 million.  A $1.1 million tax provision
for international locations is included in these results, which
increased the GAAP loss per share by $0.03 and the non-GAAP loss
per share by $0.01.

"While our third quarter revenues and expenses were in-line with
the directional guidance we provided on our March 15 earnings
call, we are working hard to ensure that the Company is in
position to report improved financial results in the future," said
Mark Fusco, President and CEO of AspenTech.  "After evaluating
AspenTech's operations during my first 90 days as CEO, I have
determined that the Company must simplify its structure and
processes in order to remove internal obstacles that have
prevented it from growing revenues and delivering profitable
performance.  Although some of these changes will take time to
implement, we have finalized a plan to improve our performance,
which we expect will enhance results in our next fiscal year."

"Our new operational plan is comprehensive, and we believe that
successful execution against it will put AspenTech in a much
better position to deliver consistent and improving financial
results.  Many of our customers continue to report solid financial
results, and we have the capability to significantly increase our
percentage of their software spending as we improve our execution.
He added, "We have a solid sales pipeline and expect to deliver an
improvement in software licenses, services, and profitability in
the June quarter.  Most important, we believe AspenTech has the
potential to return to profitability and free cash flow generation
in fiscal 2006 by streamlining our focus and improving the day-to-
day execution of our business strategy."

Charles Kane, Senior Vice President & CFO of AspenTech said,
"During the third quarter we significantly decreased our year-
over-year cost structure, and we believe we can reduce our expense
run rate by another $3 to $4 million per quarter over the next 12
months.  We are committed to running a profitable company, which
includes delivering a year-over-year increase in our fiscal 2006
operating margins.  We also plan to pay off our 5.25% convertible
debentures, which will improve the Company's ongoing financial
position over the next few months."

                    Additions to Management Team

Over the past few months, AspenTech made significant additions to
its senior management team.  Blair Wheeler joined the Company as
Senior Vice President of Marketing, following a distinguished
career in sales and marketing across a variety of organizations,
including Cisco and Amoco.  Hedwig (Hedy) Whitney was named Vice
President of Human Resources, after having held senior executive
positions in a similar capacity at New England Business Services
and Fidelity Investments.  Wheeler and Whitney will play
instrumental roles in executing the Company's new plan to improve
its operational performance.

                     Significant Transactions

AspenTech signed significant software transactions in the third
quarter with Air Liquide, Dow Corning, DuPont, PepsiCo Inc., NOVA
Chemicals, and Statoil.

As a result of the operational changes and restructuring, the
Company expects to reduce its quarterly run rate by roughly $3 to
$4 million over the course of Fiscal 2006.  Management anticipates
incurring a fourth quarter restructuring charge of between $4 and
$6 million.

                        About the Company

Aspen Technology Inc. -- http://www.aspentech.com/ -- provides
industry-leading software and professional services that help
process companies improve the efficiency of their business
processes, optimize their operational performance and enhance
their financial results.  The new generation of integrated
aspenONE(TM) solutions gives manufacturers the capabilities they
need to model, manage and control their operations, enabling real-
time decision making and synchronization of the plant and supply
chain.  Over 1,500 leading companies already rely on AspenTech's
software, including Aventis, Bayer, BASF, BP, ChevronTexaco, Dow
Chemical, DuPont, ExxonMobil, Fluor, GlaxoSmithKline, Shell, and
Total.

At Mar. 31, 2005, Aspen Technology Inc.'s balance sheet showed a
$20,241,000 stockholders' deficit, compared to a $28,363,000
equity at June 30, 2004.


ASSET BACKED: Fitch Puts Low-B Ratings on Three Mortgage Certs.
---------------------------------------------------------------
Asset Backed Securities Corporation Home Equity Loan Trust, asset-
backed pass-through certificates, series 2005-HE4, are rated by
Fitch Ratings:

      -- $750.8 million classes A1, A2, A2A and A2B certificates
         'AAA';

      -- $45.6 million class M1 certificates 'AA+';

      -- $34.1 million class M2 certificates 'AA';

      -- $18.3 million class M3 certificates 'AA-';

      -- $16.8 million class M4 certificates 'A+';

      -- $14.9 million class M5 certificates 'A';

      -- $12.5 million class M6 certificates 'A-';

      -- $12.5 million class M7 certificates 'BBB+';

      -- $9.6 million class M8 certificates 'BBB';

      -- $10.1 million class M9 certificates 'BBB-';

      -- $7.2 million class M10 certificates 'BB+';

      -- $9.6 million class M11 certificates 'BB';

      -- $5.3 million class M12 certificates 'BB'.

Classes M10 through M12 are privately offered certificates.

The 'AAA' rating on the senior certificates reflects the 21.85%
total credit enhancement provided by:

                  * the 4.75% class M1,
                  * the 3.55% class M2,
                  * the 1.90% class M3,
                  * the 1.75% class M4,
                  * the 1.55% class M5,
                  * the 1.30% class M6,
                  * the 1.30% class M7,
                  * the 1.00% class M8,
                  * the 1.05% class M9,
                  * the 0.75% class M10,
                  * the 1.00% class M11,
                  * the 0.55% class M12 and
                  * the 1.40% 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 Wells Fargo Bank, N.A. as master servicer and
Select Portfolio Servicing, Inc. as servicer. U.S. Bank National
Association will act as trustee.  All of the mortgage loans were
purchased by an affiliate of the depositor from NC Capital
Corporation, which in turn acquired them from New Century Mortgage
Corporation.

As of the cut-off date, May 1, 2005, the mortgage loans have an
aggregate balance of $699,818,000.  The weighted average mortgage
rate is approximately 7.237% and the weighted average remaining
term to maturity is 354 months.  The average cut-off date
principal balance of the mortgage loans is approximately $179,983.
The weighted average original loan-to-value ratio is 79.39% and
the weighted average Fair, Isaac & Co. score is 617. The
properties are primarily located in California (38.01%), Florida
(8.92%) and New York (6.43%).


ATA AIRLINES: Motion to Extend Lease Decision Period Draws Fire
---------------------------------------------------------------
As previously reported, ATA Airlines, Inc. and its debtor-
affiliates asked the United States Bankruptcy Court for the
Southern District of Indiana to extend the time within which they
may assume, assume and assign, or reject unexpired non-residential
real property leases, to and including the earlier of July 5,
2005, or the date on which a plan of reorganization is confirmed.

                           IAA Objects

The Indianapolis Airport Authority leases to the Debtors a
maintenance hangar at the Indianapolis International Airport
pursuant to a December 29, 1995 Maintenance Facility Lease
Agreement.

The IAA wants the Debtors' request denied.  Ben T. Caughey, Esq.,
at Ice Miller, in Indianapolis, Indiana, points out that the
Debtors had more than five months to reach an informed decision
whether to assume or reject the IAA Facility Lease.  Mr. Caughey
contends that the Debtors have not established that further
extension will meaningfully aid or impact their reorganization
efforts or otherwise benefit their estates, sufficient to justify
the further uncertainty and risk incurred by the IAA should the
extension be granted.

Mr. Caughey informs the Court that a prospective tenant has
proposed to lease the maintenance hangar located at the
Indianapolis International Airport, on terms similar to that of
ATA Airlines, Inc.  To accommodate the tenant's timeline and
needs and eliminate significant costs that would be incurred by
the IAA in modifying alternative space to suit the tenant's
needs, the IAA must finalize an appropriate lease agreement for
the Facility with the tenant in the very near future.

According to Mr. Caughey, opportunities to lease the premises
rarely arise.  The Maintenance Facility is a unique property in
that only a small number of entities have the ability to utilize
the same at its highest and best use -- namely commercial
airlines operating out of Indianapolis.

Should the Debtors delay their decision then ultimately reject
the Lease, Mr. Caughey says the IAA may be unable to find a
replacement tenant for the property or may only be able to find a
replacement tenant after extensive marketing costs are incurred
and significant concessions are made by the IAA.

              Union Planters Bank Supports Extension

Jon B. Abels, Esq., at Dann Pecar Newman & Kleiman, in
Indianapolis, Indiana, tells Judge Lorch that Union Planters
Bank, N.A., has a properly perfected senior security interest in
all of the Debtors' rights, title, and interests in and under the
Maintenance Facility Lease.  The Lease secures the Debtors'
obligations to the Bank in the approximate principal amount of
$10,889,455 pursuant to certain loan documents:

   (a) Leasehold Mortgage Security Agreement and Fixture Filing
       dated June 30, 1999, recorded July 7, 1999 in the Office
       of the Marion County Recorder as Instrument No. 1999-
       0128578;

   (b) Assignment of Leases and Rents dated June 30, 1999,
       recorded July 7, 1999 in the office of the Marion County
       Recorder as Instrument No. 1999-0128579; and

   (c) First Modification of Security Documents dated
       September 29, 2000, recorded October 3, 2000 in the Office
       of the Marion County Recorder as Instrument No. 2000-
       0155912.

Under the Lease, the Debtors pay $6,779 per month for ground rent
for the maintenance facility and the office building.  On
September 29, 2000, the Debtors paid $10,000,000 to the IAA from
loan proceeds advanced by the Bank, thereby eliminating their
obligation to pay any rent for the facility other than ground
rent until termination of the Lease in 2035.

Union Planters Bank believes that the Lease is an extremely
valuable asset "with total rent of $6,779.00 per month . . .
being substantially under market for a 150,000 square foot
maintenance facility."

Mr. Abels inform the Court that Section 3.02 of the Lease grants
to Union Planters Bank the right to assume the Debtors' rights
and obligations, and to assign the Debtors' interest to a third
party subject to the IAA's approval.

Mr. Abels contends that disposition of the Lease is extremely
complicated as evidenced by the IAA prospective tenant's
intention to pay rent at the existing rate without taking into
account the Debtors' $10,000,000 payment to the IAA that was
financed by the Bank.  This important and complex decision cannot
and should not be made on short notice.

In addition, neither the IAA nor the Debtors have engaged in any
discussions relating to the disposition of the Collateral with
Union Planters Bank, despite being an indispensable participant
in the deciding process.

Absent prior discussions among Union Planters Bank, the Debtors,
the IAA and the unnamed tenant, the Bank says an extension of the
Debtors' Lease Decision Deadline is warranted.

                           IAA Responds

Henry A. Efroymson, Esq., at Ice Miller, in Indianapolis,
Indiana, tells the Court that the purported Leasehold Mortgage
Security Agreement is invalid and unenforceable because the
Indianapolis Airport Authority did not consent to and approve the
mortgage upon the leasehold interest in the Facility as required
under the Maintenance Facility Lease.  As the IAA has repeatedly
advised Union Planters Bank, the IAA was not even aware of the
Leasehold Mortgage Agreement until after these bankruptcy cases
were initiated.

Furthermore, Union Planters Bank failed to establish that the
amount of indebtedness allegedly secured by the Leasehold
Mortgage is equal to the replacement cost of all capital
improvements in the Maintenance Facility Lease, which is also a
requirement for the enforceability of the leasehold mortgage
interest under the Lease.

Accordingly, the IAA asks the Court to disregard Union Planters
Bank's request.  In the alternative, the IAA asks Judge Lorch to
find that the Leasehold Mortgage Agreement is unenforceable.

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)


ATLANTIC GULF: Lenders See 7th Interim Distribution from Chapter 7
------------------------------------------------------------------
Michael P. Joseph, the chapter 7 trustee overseeing the
liquidation of Atlantic Gulf Communities Corporation and its
debtor-affiliates, is preparing to make a seventh interim
distribution to the Debtors' secured term loan lenders.  The
chapter 7 trustee recently completed a real estate sale yielding
another $2.3 million for the benefit of the lenders.

Atlantic Gulf Communities Corp. (OTCBB: AGLFE) filed for Chapter
11 protection on May 1, 2001 (Bankr. D. Del. Case No. 01-01594) to
implement a restructuring agreement Atlantic Gulf reached with its
senior secured lenders before the filings to protect the company's
continuing interests in the development and completion of West Bay
Club in Naples, Florida, and Chenoa in Aspen, Colorado.  No party
challenged the validity of the lenders prepetition or postpetition
liens during the time the company was in chapter 11.

The chapter 11 proceeding converted to a chapter 7 liquidation on
June 18, 2002.  The Trustee says because all of the Debtors'
assets are encumbered by valid, enforceable liens under
prepetition financing agreements and DIP Financing and cash
collateral orders, these are "no asset" cases, with no vale to
administer for the benefit of unsecured creditors, and little
value for payment of chapter 7 administrative expenses.  The
Chapter 7 Trustee, in short, is working for the Term Loan Lenders.

ACG Anglo Services, LLC, serves as the collateral agent for the
Term Loan Lenders.  ACG is represented by:

     Claude D. Montgomery, Esq.
     Lee P. Whidden, Esq.
     SALANS
     Rockefeller Center
     620 Fifth Avenue
     New York, NY 10020-2457

The Chapter 7 Trustee is represented by:

     John D. McLaughlin, Jr., Esq.
     YOUNG CONAWAY STARGATT & TAYLOR, LLP
     The Brandywine Building
     1000 West Street, 17th Floor
     P.O. Box 391
     Wilmington, DE 19899-0391

When Atlantic Gulf filed for chapter 11 protection it estimated
that it had $148,546,000 in assets available to satisfy
$170,251,000 in liabilities.


ATLANTIC STEEL: Case Summary & 33 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Atlantic Steel Construction Co, Inc.
        496 Shrewsbury Avenue
        Red Bank, New Jersey 07701

Bankruptcy Case No.: 05-25313

Type of Business: The Debtor previously filed for chapter 11
                  protection on July 31, 2001 (Bankr. D. N.J.
                  Case No. 01-58956) and emerged under a plan of
                  reorganization confirmed on Dec. 13, 2002.

Chapter 11 Petition Date: May 6, 2005

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Joseph Casello, Esq.
                  Collins, Vella & Casello LLC
                  1451 Highway 34 South, Suite 303
                  Farmingdale, New Jersey 07727
                  Tel: (732) 751-1766
                  Fax: (732) 751-1866

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 33 Largest Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
A.C. Coronato Corporation                      Unknown
124 Park Avenue
P.O. Box 506
Lyndhurst, NJ 07071

AFCO                                           Unknown
4501 College Boulevard, Suite 320
Leawood, KS 66211-2328

ARD Steel Works Company, Inc.                  Unknown
2 Lakeview Ave, Suite 201
Piscataway, NJ 08854

Atlantic Crane Inspection Services             Unknown
P.O. Box 747
Bensalem, PA 19020

Blue Book of Building & Construction           Unknown
P.O. Box 500
Jefferson Valley, NY 10535-0500

Broege, Neumann, Fischer & Shaver, LLC         Unknown
25 Abe Voorhees Drive
Manasquan, NJ 08736

Cherry Steel Corporation                       Unknown
2320 Big Oak Road
Langhorne, PA 19047

Cingular Wireless                              Unknown
Corporate Headquarters
5565 Glenridge Connector NE
Atlanta, GA 30342-4756

CW Grimer & Sons                               Unknown
75 Gilbert Street
West Tinton Falls, NJ 07701

District Council Ironworkers Fund              Unknown
12 Edison Place
Springfield, NJ 07081-1310

Ed Barker                                      Unknown
133 Village Road
Morganville, NJ 07751

Grainger                                       Unknown
212 Industrial Way
Eatontown, NJ 07724

Industrial Welding Supply, Inc.                Unknown
4 Val Street
Sayerville, NJ 08872-1487

Internal Revenue Service                       Unknown
Special Procedures
P.O. Box 744
Springfield, NJ 07081-0744

Iron Workers Local 68                          Unknown
2595 Yardville-Hamilton Square Road
Trenton, NJ 08690-1785

IW District Council Of Philadelphia            Unknown
6401 Castor Avenue
Philadelphia, PA 19149

JCP&L                                          Unknown
P.O. Box 3687
Akron, OH 44309-3687

Lanigan Associations                           Unknown
496 Shrewsbury Ave
Tinton Falls, NJ 07701

Lawes & Company                                Unknown
P.O. Box 258
Shrewsbury, NJ 07702-0258

Mckenna, Dupont Higgns & Stone                 Unknown
P.O. Box 610
Red Bank, NJ 07701

New Jersey Manufacturers Insurance Company     Unknown
P.O. Box 428
West Trenton, NJ 08628-0228

NJ Division of Taxation                        Unknown
Bankruptcy Section
P.O. Box 245
Trenton, NJ 08646-0245

Nobel Equipment & Supply                       Unknown
1920 U.S. Route 1
Linden, NJ 07036

Operating Engineers Local 825                  Unknown
65 Springfield Avenue
Springfield, NJ 07081

R & J Control, Inc.                            Unknown
58 Harding Avenue
Dover, NJ 07801

Sanzari-Shinn, LLC                             Unknown
111 No. Michigan Avenue
Kenilworth, NJ 07033

Somerset Medical Center                        Unknown
110 Rehill Avenue
Somerville, NJ 08876

Thackery Crane Rental                          Unknown
2071 Byberry Road
Philadelphia, PA 19116

Thomas J. Veth, CPA                            Unknown
Hartshorne Professional Building
107 Memorial Parkway
Atlantic Highlands, NJ 07716

Trico Credit Corporation                       Unknown
551 North Harding Highway
Vineland, NJ 08360

United Crane Rental                            Unknown
P.O. Box 8
Kenilworth, NJ 07033

Verizon                                        Unknown
P.O. Box 4833
Trenton, NJ 08650-4833

Welco Gases                                    Unknown
P.O. Box 7777
Philadelphia, PA 19175-2075


AUBURN FOUNDRY: Plants Fetched $12 Million from SummitBridge
------------------------------------------------------------
Auburn Foundry, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Indiana, Fort Wayne Division, to approve the
sale of two manufacturing plants and related assets to
SummitBridge National Investments, LLC.

Auburn's plants are located in the City of Auburn and near
Interstate 69.

Summit made the highest and best bid for Auburn Foundry's plants
at a recent court-approved auction.

Auburn Foundry's Senior Lenders assert a first priority lien on
the properties and the sale proceeds totaling $23,312,638.  The
lien will now be assigned to SummitBridge.  On April 15, Auburn
Foundry's Senior Lenders sold their debt to Summit.

In a press release from SummitBridge, the Denver-based investment
firm expresses confidence in Auburn Foundry's current management.
SummitBridge expects Auburn's management staff to continue
operating the foundry.

While waiting for the Court's approval of the sale to
SummitBridge, Auburn Foundry operates its plants with less than a
hundred workers, Sherry Slater at the Journal Gazette reports.

Auburn's president Tom Woehlke told the Journal he is hoping the
Court will approve the sale soon.  Mr. Woehlke adds that customer
demand will determine staffing needs.  He refused to speculate on
how many positions will be cut, telling Ms. Slater "the decision
could be announced when and if the sale is approved."

Headquartered in Auburn, Indiana, Auburn Foundry, Inc. --
http://www.auburnfoundry.com/-- produces iron castings for the
automotive industry and automotive aftermarket industry.  The
Company filed for chapter 11 protection on February 8, 2004
(Bankr. N.D. Ind. Case No. 04-10427).  John R. Burns, Esq.,
and Mark A. Werling, Esq., at Baker & Daniels, represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.


BERRY PLASTICS: $445-Mil Kerr Acquisition Cues S&P to Hold Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on the ratings of Kerr Group Inc. to negative from
developing.  The 'BB-' corporate credit and secured bank loan
ratings were originally placed on CreditWatch with developing
implications on March 30, 2005, following senior management's
public confirmation of trade press reports that majority owner,
Fremont Capital Partners was exploring a sale of the company.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Berry Plastics Corp., a 100%-owned operating
subsidiary of BPC Holding Corp.

"The rating actions follow the announcement by Berry that it has
entered into a definitive agreement to acquire Kerr for $445
million, including repayment of existing indebtedness," said
Standard & Poor's credit analyst Liley Mehta.

The acquisition will be funded with additional senior secured debt
and is expected to close in the second quarter of 2005, subject to
customary closing conditions.  Lancaster, Pennsylvania-based Kerr
has about $186 million of total debt outstanding, and Evansville,
Indiana-based Berry had total debt outstanding of about $698
million at Jan. 1, 2005.

The ratings affirmation on Berry incorporates its fair business
profile with large market shares in its niche segments, and a very
aggressive financial profile.  Acquisitions have been an integral
part of Berry's growth strategy, and the company has maintained a
good track record of integrating acquisitions.  With pro forma
sales of about $1.2 billion, the acquisition is expected to
further strengthen Berry's market position in closures, broaden
its product mix with vials, bottles and tubes, and provide cross-
selling opportunities across products and end markets.

The combined operations are expected to benefit from well-
established customer relationships, relatively recession-resistant
end markets including dairy, food, beverage, health care and other
consumer products, and attractive operating profitability.  At
Jan. 1, 2005, Berry had total debt (adjusted for capitalized
operating leases) to EBITDA of 4.6x, and the company is expected
to remain very aggressively leveraged with pro forma debt leverage
less than 5.5x.

Standard & Poor's would expect to resolve the CreditWatch listing
once the transaction is closed, at which time the corporate credit
rating and bank loan rating on Kerr would be withdrawn.

Kerr, with about $375 million in annual sales, is a domestic
producer of closures for the health care and food and beverage
segments; pharmaceutical bottles; and prescription vials.  With
annual sales of about $814 million, privately held Berry is a
leading manufacturer and supplier of rigid plastic injection-
molded and thermoformed open-top containers, aerosol overcaps,
closures, drinking cups, and housewares.


BORDEN CHEMICAL: S&P Junks Proposed $250M Series A Preferred Stock
------------------------------------------------------------------
Standard & Poor's Ratings Services said today that it affirmed its
'B+' corporate credit rating and other ratings for Borden Chemical
Inc.  Standard & Poor's also affirmed its 'B+' corporate credit
rating and other ratings for Resolution Specialty Materials LLC
(RSM).  The ratings on Borden Chemical and RSM were removed from
CreditWatch with negative implications.  The outlook is negative.

The 'B-' corporate credit rating and other ratings for Resolution
Performance Products LLC (RPP) remain on CreditWatch with positive
implications, pending completion of a previously announced merger
of Borden Chemical, RSM, and RPP; each are specialty chemical
companies controlled by Apollo Management LP.  Upon completion of
the merger, Borden Chemical is expected to be the surviving legal
entity and the company will change its name to Hexion Specialty
Chemicals Inc.

Standard & Poor's also assigned its 'BB-' senior secured bank loan
rating and a recovery rating of '1' to Borden Chemical's proposed
$675 million of bank credit facilities, based on preliminary terms
and conditions.  The '1' recovery rating indicates a full recovery
of principal in the event of a default.  Standard & Poor's also
assigned its 'B-' rating and a recovery rating of '5' to the
company's proposed $250 million of senior second secured notes,
which is an add-on to the company's existing senior second secured
notes.

Standard & Poor's expects holders of the senior second secured
notes to realize a negligible recovery in the event of default. In
addition, Standard & Poor's assigned its 'CCC+' rating to Borden
Chemical's proposed $350 million of series A preferred stock.

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

"The overall creditworthiness of the combined company will reflect
a very aggressive financial profile resulting from high debt
leverage at the outset of the merger, somewhat offset by the new
Borden's satisfactory business profile as a leading global
manufacturer and marketer of thermoset resins," said Standard &
Poor's credit analyst George Williams.

The proposed combination would be a meaningful strategic
initiative as it would create one of the largest specialty
chemical companies in North America with a more diversified
product portfolio, technology base, end market sales, and
geographic sales base.  During the next few years, management is
expected to balance capital spending, integration efforts, and
modest expansion efforts so that some debt reduction can be
achieved, thus maintaining key financial ratios at appropriate
levels for the ratings.

Ratings for the three companies were originally placed on
CreditWatch on April 26, 2005, following the announcement that
Borden Chemical, RPP, and RSM, would be combined and that the
company would undertake an initial public offering.  Borden is
also planning a $550 million dividend payment to its current
shareholders to be funded with the proceeds of the proposed
financing transactions and completed before the IPO.

When the merger is effective, the existing bank loan ratings at
Borden Chemical and RSM will be withdrawn.  Standard & Poor's will
resolve the CreditWatch listing on RPP when the combination is
complete.  At that time:

    (1) the corporate credit rating of RPP will be raised to 'B+'
        from 'B-';

    (2) the subordinated debt rating will be raised to 'B-' from
        'CCC';

    (3) the rating on the senior second secured notes will be
        raised to 'B-' from 'CCC+'; and

    (4) the rating on the senior secured notes due 2009 will be
        raised to 'B+' from 'B', with a '2' recovery rating
        indicating the expectation of a substantial (80%-100%)
        recovery in the event of a default.

The outlook for RPP will be negative.

With pro forma revenues of $4.1 billion after the combination,
Borden will be a leading manufacturer of thermoset resins.


BRIAN KITTS: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Brian Arthur Kitts
        2580 Bear Hollow Drive
        Park City, Utah 84060

Bankruptcy Case No.: 05-27158

Chapter 11 Petition Date: May 4, 2005

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: Russell S. Walker, Esq.
                  Woodbury & Kesler
                  265 East 100 South, Suite 300
                  P.O. Box 3358
                  Salt Lake City, Utah 84110-3358
                  Tel: (801) 364-1100

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
   ------                     ---------------       ------------
Internal Revenue Service      Taxes                      $40,000
Special Procedures
50 South 200 East
Salt Lake City, UT 84111

Utah State Tax Commission     Taxes                       $7,700
Collection Sec. Bankruptcy
210 North 1950 West
Salt Lake City, UT 84111

Knight Adjustment Bureau      R.C. Willey                 $1,000
823 East 400 South
Salt Lake City, UT 84102


BREUNERS HOME: Trustee Gets Interim Okay to Use Cash Collateral
---------------------------------------------------------------
Montague S. Claybrook, the Chapter 7 Trustee overseeing the
liquidation of Breuners Home Furnishings Corp. and its debtor-
affiliates' estates, sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to continue using
cash collateral, on an interim basis, securing repayment of
prepetition obligations to Deutsche Bank Trust Company Americas
and other Lenders.

The prepetition debt is secured by liens and security interests of
substantially all of the Debtors' assets and property including
equipment, inventory, real property, accounts receivable,
instruments, chattel paper, general intangibles, tax refunds,
contracts, documents of title, certain leasehold interests and all
other tangible and intangible personal property and the proceeds
and products thereof.

The Chapter 7 Trustee does not have sufficient available sources
of working capital and financing to preserve the value of the
Debtors' estates without the use of Deutsche Bank and the Lenders'
cash collateral.  The preservation, maintenance and enhancement of
the value of the estates are of the utmost significance and
importance to the successful conclusion of the Debtors' cases.

Deutsche Bank and the Lenders have consented to the use of the
cash collateral of the Chapter 7 Trustee.

In addition to all existing security interests and liens granted
to Deutsche Bank and the Lenders as adequate protection, the
Chapter 7 Trustee granted security interest in and lien and
mortgage upon all of the Debtors' newly owned and hereafter
acquired real and personal property, assets and rights, of any
kind or nature, and the proceeds, products, rents and profits, as
additional adequate protection.

Headquartered in Lancaster, Pennsylvania, Breuners Home
Furnishings Corp. -- http://www.bhfc.com/-- was one of the
largest national furniture retailers focused on the middle the
upper-end  segment of the market.  The Company and its debtor-
affiliates, filed for chapter 11 protection on July 14, 2004
(Bankr. Del. Case No. 04-12030).  The Court converted the case to
a Chapter 7 proceeding on Feb. 8, 2005.  Great American Group,
Gordon Brothers, Hilco Merchant Resources, and Zimmer-Hester were
brought on board within the first 30 days of the bankruptcy filing
to conduct Going-Out-of-Business sales at the furniture retailer's
47 stores.  Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C., represent
the Debtors.  When the Debtors filed for chapter 11 protection,
they reported more than $100 million in estimated assets and
debts.


BSI HOLDING: Trust Wants to Delay Closing to October 15
-------------------------------------------------------
Joseph E. Myers, the Liquidation Trustee of BSI Holdings
Liquidation Trust overseeing the liquidation of BSI Holding Co.,
Inc., formerly known as Bob's Stores, Inc., and its debtor-
affiliates asks the U.S. Bankruptcy Court for the District of
Delaware for:

   (a) an extension of the time to file a consolidated final
       report through and including September 15, 2005, and

   (b) a delay in entry of a final decree closing the Debtors'
       cases through and including October 15, 2005.

Since Aug. 17, 2004, the Liquidation Trustee has made initial
distributions required in accordance with the Plan.  However, a
number of claim objections are pending before the Court.
Additionally, the Liquidation Trustee is involved in a number of
miscellaneous lawsuits.  Resolution of these objections and
lawsuits is required in order to determine the correct
distribution amounts to the claimants as well as to the
Liquidation Trustee's other creditors.

Headquartered in Meriden, Connecticut, BSI Holding Co., Inc.,
formerly known as Bob's Stores, Inc., and its debtor-affiliates
operated a retail clothing chain.  The Debtors filed for chapter
11 protection on October 22, 2003 (Bankr. D. Del. Case No. 03-
13254).  At the time of filing, the casual clothing and footwear
chain operated 34 stores in six states throughout the Northeast.
The majority of the merchant's assets were subsequently acquired
by The TJX Companies, Framingham, Mass., for about $100 million
less various adjustments.  A liquidation trust was then
established to reconcile all remaining claims and liquidate the
retailer's estate.

Adam Hiller, Esq., at Pepper Hamilton represents the Debtors.
Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman LLP, and
Charlene Davis, Esq., and Deirdre Richards, Esq., at The Bayard
Firm represent the Creditors' Committee.  When the Company filed
for protection from its creditors, it listed debts and assets of
more than $100 million.  On Aug. 17, 2004, the Court confirmed the
Modified Consolidated Joint Plan of Liquidation of the Debtors and
became effective on Sept. 15, 2004


BUFFETS HOLDINGS: Weak Trends Prompt S&P to Downgrade Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Eagan,
Minnesota-based Buffets Holdings Inc.  The corporate credit rating
was lowered to 'B-' from 'B', and the senior unsecured debt rating
was lowered to 'CCC' from 'CCC+'.  The outlook is negative.

"The downgrade is based on the company's weak operating trends and
credit measures," said Standard & Poor's credit analyst Robert
Lichtenstein.  "We believe that credit measures will remain weak,
given Buffets' vulnerability to economically sensitive customers
and competition from other sectors in the restaurant industry."

The ratings on Buffets reflect:

    (1) the company's participation in the highly competitive
        restaurant industry,

    (2) weak cash flow protection measures, and

    (3) a very highly leveraged capital structure.

Buffets is the largest operator of buffet-style restaurants in the
U.S. The company's two core brands, Old Country Buffet and
HomeTown Buffet, command about a 25% share of the $4 billion
buffet/cafeteria sector of the restaurant industry.  Still, the
sector is a small part of the overall restaurant industry, with
family, casual, and quick-service restaurants providing intense
competition.

Operating trends have been weak over the past several years, with
same-store sales declines and narrowing operating margins.  Same-
store sales declined 1.3% in the first three quarters of the
fiscal year ended April 6, 2005, while operating margins decreased
to 14.6%, from 15.2% a year earlier due to higher commodity and
occupancy costs.  Standard & Poor's believes that the company will
be challenged to improve sales trends because of its customers'
sensitivity to higher gasoline prices.

Buffets remains very highly leveraged because of two large, debt-
financed shareholder distributions subsequent to an LBO in 2000.
For the 12 months ended April 6, 2005, total lease-adjusted debt
to EBITDA was very high, at 6.5x, while cash flow protection
measures were weak, with lease-adjusted EBITDA covering interest
by only 1.5x.


CALPINE CORP: Incurs $168.7 Million Net Loss in First Quarter
-------------------------------------------------------------
Calpine Corporation (NYSE: CPN) reported financial and operating
results for the three months ended March 31, 2005.

Pete Cartwright, Calpine president and chief executive officer,
stated, "Traditionally, we experience seasonably low revenue and
spark spread during the first quarter.  And, while Calpine
operated at a loss for the quarter, results were in-line with our
expectations and we remain on target for our year-end financial
results.

"Let's begin with where we were for the quarter.  Calpine's total
spark spread and power production increased over 2004 levels;
however, financial results continued to be impacted by higher
operating and interest expense associated with new plants coming
on line.  As a result, Calpine recorded a net loss per share of
$0.38.

"Nearer-term, market conditions continue to improve, and Calpine
is pursuing opportunities to further leverage our operating fleet,
especially in California and Texas where forward pricing for the
summer is strong.  And we remain on track to complete our
previously announced programs of raising nearly $900 million of
liquidity-enhancing transactions and repurchasing over $1 billion
of corporate debt."

               2005 First Quarter Financial Results

For the three months ended March 31, 2005, Calpine reported
revenue of $2.2 billion, representing an increase of 9% over the
same period in the prior year, and a net loss per share of $0.38,
or a net loss of $168.7 million, compared to a net loss per share
of $0.17, or a net loss of $71.2 million, for the same quarter in
the prior year.

For the three months ended March 31, 2005, Calpine's average
capacity in operation for consolidated projects increased by
21% to 26,368 megawatts.  The company generated approximately
22.4 million megawatt-hours, which equated to a baseload capacity
factor of 44%, and realized an average spark spread of $24.10 per
megawatt-hour.  For the same period in 2004, Calpine generated
21.1 million megawatt-hours, which equated to a capacity factor of
50%, and realized an average spark spread of $20.65 per megawatt-
hour.

Gross profit increased by $28.5 million, or 25%, to $140.6 million
in the three months ended March 31, 2005, over the same period in
the prior year.  Despite improvements in market fundamentals,
total spark spread -- which increased by $104.2 million, or 24%,
in the first quarter of 2005, compared to the same period in 2004
-- did not increase commensurately with the increases in plant
operating expense, transmission purchase expense, depreciation,
and interest expense associated with new power plants coming on
line.  In the first quarter of 2005, gross profit was reduced by
transaction fees of $17.3 million associated with prepaid
commodity transactions at Calpine's Deer Park Energy
Center.

During the three months ended March 31, 2005, financial results
were affected by a $100.5 million increase in interest expense, as
compared to the same period in 2004.  This occurred as a result of
higher average interest rates and lower capitalization of interest
expense as new plants entered commercial operation.  During the
quarter, the company recorded a $21.8 million gain from the
repurchase of debt.

Other expense was $4.0 million for the three months ended
March 31, 2005, compared to other income of $18.4 million for the
three months ended March 31, 2004.  The difference includes a
$4.7 million decrease in foreign currency transaction gain between
periods and, in addition, in 2004 Calpine recorded non-recurring
gains on the sale of a variety of oil and gas properties to the
Calpine Natural Gas Trust of $6.2 million and a favorable warranty
settlement in the amount of $5.1 million.

In the first quarter of 2004, Calpine recognized $36.0 million of
income from discontinued operations, net of tax primarily
resulting from the gain from the sale of the Lost Pines 1 Power
Project.  There was no corresponding income from discontinued
operations in the first quarter of 2005 and no assets held for
sale as of March 31, 2005.

               Liquidity and Financing Highlights

During the quarter, as part of its 2005 liquidity program,
Calpine:

   * Completed a $503 million, non-recourse project finance
     facility to complete construction of its 375-megawatt Mankato
     and 250-megawatt Freeport power plants.  Upon closing,
     Calpine received approximately $97 million for construction
     costs spent to date on the two projects.  The remaining
     amount available under the facility will be used to fund
     completion of the projects; and

   * Entered into a 650-megawatt, six-year power sales agreement
     with Merrill Lynch Commodities, Inc.  As part of the
     transaction, Calpine's Deer Park Energy Center received an
     upfront payment, net of fees, of approximately $195 million
     for future power deliveries, and expects to receive
     approximately $70 million in additional up-front payments
     over the next several months.

Calpine ended the quarter with cash and cash equivalents on hand
of approximately $800 million.  In addition to this amount, the
company's current portion of restricted cash totaled approximately
$500 million.

During the first quarter, Calpine repurchased $80.6 million of the
principal amount of its outstanding debt:

          Outstanding Notes                Amount
       ----------------------------     -----------
       8-5/8% Senior Notes Due 2010     $48,725,000
       8-1/2% Senior Notes Due 2011     $31,843,000

The securities were repurchased in exchange for $58.1 million in
cash.  After the write-off of deferred financing costs and
unamortized discounts on the notes, Calpine recorded a pre-tax
gain on the repurchase of debt totaling $21.8 million.

Subsequent to March 31, 2005, Calpine has repurchased
$94.3 million of the principal amount of its outstanding debt:


             Outstanding Notes             Amount
       -----------------------------    -----------
       10-1/2% Senior Notes Due 2006    $3,485,000
       7-5/8% Senior Notes Due 2006     $1,335,000
       8-3/4% Senior Notes Due 2007     $3,000,000
       7-3/4% Senior Notes Due 2009     $26,000,000
       8-5/8% Senior Notes Due 2010     $29,468,000
       8-1/2% Senior Notes Due 2011     $31,000,000

The securities were repurchased in exchange for approximately
$56.1 million in cash.  After the write-off of deferred financing
costs and unamortized discounts on the notes, Calpine recorded a
pre-tax gain on the repurchase of debt totaling approximately $37
million, which will be reflected in the second quarter financial
results.

                     Additional Opportunities

In addition to its liquidity-enhancing transactions and debt
repurchases described, Calpine is moving forward on a number of
opportunities that it expects will provide additional liquidity
and reduce debt.  These transactions include:

    -- A $130 million project financing of Calpine's 80-megawatt
       Bethpage power plant, which is projected to close by May
       31.  This financing will provide for $10 million of letters
       of credit and will provide approximately $60 million to
       Calpine for construction costs spent to date on this plant.
       The balance will be used to complete construction of
       Bethpage, currently scheduled for commercial operation in
       July; and

    -- The potential sale of the company's 1,200-megawatt Saltend
       Energy Centre.  Final bids are expected on May 6. While the
       company has not made a final decision to sell Saltend, if
       the bids meet Calpine's expectations, the company expects
       the sale to be completed by July 31, 2005.  Proceeds from
       the potential sale would be used to repay the two
       outstanding preferred securities totaling $620 million,
       with the balance of the proceeds to be used to repurchase
       debt.

                           Operations Update

Calpine continues to improve power plant efficiencies and lower
operating costs.  During the first quarter, Calpine:

    -- Decreased its average baseload heat rate to 7,091 million
       British thermal units per kilowatt-hour for the year,
       compared to 7,115 in 2004;

    -- Reduced total plant operating expense (based on a trailing
       12-month period at an assumed 70% capacity factor) to $5.15
       per megawatt-hour from $5.24 per megawatt-hour in 2004;

    -- Operated its natural gas-fired and geothermal power plants
       with an average availability of 90%, compared to 92% in
       2004;

    -- Was awarded three patents from the U.S. Patents and
       Trademark Office to Power Systems Manufacturing -- PSM,
       Calpine's turbine parts manufacturing subsidiary, bringing
       PSM's total patents held to 35; and

    -- Continued to reduce its fleetwide emissions and improve
       operating efficiencies with the installation of two newly
       designed PSM combustion systems at Calpine's Texas City
       501D5 and the South Point 501F combined-cycle power plants.
       These systems will reduce nitrogen oxide and carbon
       monoxide emissions to single-digit levels without the need
       for selective catalytic reduction and will enhance fuel
       efficiencies.

                        New Market Opportunities

For the quarter, Calpine signed one renegotiated and 23 new power
contracts, representing more than 1,340 megawatts of capacity and
approximately 4.0 million megawatt-hours.  The weighted average
on-peak spark spread for these contracts is approximately $16.50
per megawatt-hour, with a two-year weighted average life.

Calpine recently announced:

    -- A contract to provide 75 megawatts of transmission must-run
       services to the Alberta Electric System Operator to help
       provide voltage support to the transmission system in
       southern Alberta; and

    -- A 20-year power sales agreement in partnership with Mitsui
       & Co., Ltd., with the Ontario Power Authority to provide
       energy from a new 1,005-megawatt natural gas-fired power
       plant to be located in Ontario.

As part of its turbine inventory deployment program, Calpine's
equity in the project will be three of the company's gas turbines
and one steam turbine.

Calpine Corporation -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Calpine Corp.'s (B/Negative/--) $736 million unsecured convertible
notes due 2014.  The rating on the notes is the same as Calpine's
existing unsecured debt and two notches lower than the corporate
credit rating.  S&P said the outlook is negative.

Calpine's balance sheet dated Dec. 31, 2004, showed $27 billion in
assets and $22 billion in liabilities.  Calpine reported a $287
million net loss in 2004.  Calpine's liquidity tightened at the
end of 2004, with its balance sheet showing $3.5 billion in
current assets available to pay $3.3 billion of current
liabilities coming due this year.  Trading in Calpine shares
closed at $2.19 Friday afternoon, placing a $1.17 billion market
cap on the California-based power producer.  Nearly 40 million
shares in Calpine traded hands Friday; Calpine stock dipped below
$2 per share some days in Oct. 2002.  Calpine Calpine has a $250
million issue of 8-1/4% Senior Notes coming due on August 15,
2005.  Another $503 million comes due in 2006, and $928 million
comes due in 2007.  Calpine's 8-3/4% Senior Notes due July 15,
2007, traded around 67 late Friday.


CANDESCENT TECHNOLOGIES: Plan Confirmation Hearing Set for June 16
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
will convene a hearing at 11:00 a.m., on June 16, 2005, to
consider confirmation of the Second Amended Joint Liquidating Plan
of Reorganization proposed by Candescent Technologies Corporation
and its debtor-affiliate, Candescent Technologies International,
Ltd.

The Court confirmed the adequacy of the Debtors' Amended
Disclosure Statement on April 22, 2005.

The Debtors are now authorized to send copies of the Amended
Disclosure Statement and Amended Plan to creditors and solicit
their votes in favor of the Plan.

Under the Amended Plan, approximately $15 million in cash of the
Debtors, less the $2 million of reserves for implementation of the
Plan and other expenses to be incurred after confirmation, will be
utilized to make or reserve for the Plan's effective date payments
to holders of administrative expenses, secured claims, tax claims,
non-tax priority claims, and general, unsecured claims.

After completion of the claims process and resolution of any
claims owned by either Debtor, if any funds remain, the Debtors
will make a further final payment, projected at approximately
$1.5 million of any remaining amounts of the Candescent reserves
to the general, unsecured creditors of the Debtors.

Through the proposed liquidation, administrative expenses, tax and
other priority claims, and secured claims will be paid in full.
Allowed general, unsecured claims of Debtor are expected to
receive approximately 0.8% from Candescent-U.S. for those claims
against it and 3.24% from Candescent-International for those
claims against it.

The Plan groups claims and interests into five classes.

Unimpaired Claims consist of Priority Claims against Candescent-US
and Secured Claims of Santa Clara County.  Both will be paid in
full on or after the Effective Date.

Impaired Claims consist of:

   a) Candescent-U.S. General Unsecured Claims will receive an
      initial distribution after the Effective Date of all of the
      cash of Candescent-U.S. minus allowed administrative
      expenses, priority and secured claims, a $500,000 reserve,
      and any remaining amounts from the reserve after the
      conclusion of the Debtors' liquidation;

   b) Candescent-International Equity Reserves will not retain any
      property under the Plan on account of those interests; and

   c) Candescent-International Equity Reserves will not retain any
      property under the Plan on account of those interests.

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

    http://www.researcharchives.com/bin/download?id=050509210442

All ballots must be returned by June 6, 2005, to the Debtors'
ballot tabulator:

      Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.
      Attn: Myra Kulick
      10100 Santa Monica Blvd., 11th Floor
      Los Angeles, California 90067-4100

Objections to the Amended Plan must be filed and served by
June 6, 2005.

Headquartered in Los Gatos, California, Candescent Technologies
Corp. -- http://www.candescent.com/-- is a supplier of flat panel
displays for notebook computers, communications and consumer
products.  The Company filed for chapter 11 protection on June 16,
2004 (Bankr. N.D. Calif. Case No. 04-53803).  Ramon Naguiat, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from creditors, it reported debts and
assets of over $100 million each.


CARDIMA INC: Nasdaq SmallCap Halting Stock Trading on May 17
------------------------------------------------------------
Cardima(R), Inc. (Nasdaq SC: CRDM), received a Nasdaq Staff
Determination indicating that the Company had not regained
compliance with the requirements for continued listing set forth
in Marketplace Rule 4310(c)(4) and that its securities are,
therefore, subject to delisting from The Nasdaq SmallCap Market at
the opening of business on May 17, 2005.

The Rule provides that for continued inclusion on The Nasdaq Stock
Market, the minimum bid price per share of an issuer shall be at
least $1.00.

On May 10, 2004, Nasdaq Staff notified the Company that the bid
price of its common stock had closed at less than $1.00 per share
over the previous 30 consecutive business days, and, as a result,
the Company did not comply with the Rule.  Therefore, in
accordance with Marketplace Rule 4310(c)(8)(D), the Company was
provided 180 calendar days, or until November 8, 2004, to regain
compliance with the Rule.  On November 9, 2004, given that the
Company met The Nasdaq SmallCap Market initial inclusion criteria
set forth in Marketplace Rule 4310(c), the Company was provided an
additional 180 calendar day compliance period, or until May 5,
2005, to demonstrate compliance.  The Company had not regained
compliance with the Rule by May 5, 2005.

The Company may appeal the Nasdaq Staff's Determination to a
Listing Qualification Panel, pursuant to the procedures set forth
in the Nasdaq Marketplace Rule 4800 Series.  There can be no
assurance that the Company will appeal the Nasdaq Staff's
Determination or, if the Company does appeal the Nasdaq Staff's
Determination, that such appeal will be successful.


                        About the Company

Cardima, Inc., has developed the REVELATION(R) Tx, REVELATION T-
Flex and REVELATION Helix linear ablation microcatheters, the
NAVIPORT deflectable guiding catheters, and the INTELLITEMP energy
management system for the minimally invasive treatment of atrial
fibrillation (AF).  The REVELATION Helix was developed for the
treatment of AF originating in the pulmonary veins of the heart.
The REVELATION Tx, REVELATION T-Flex and REVELATION Helix systems
and the INTELLITEMP have received CE Mark approval in Europe.  The
Company has also developed a Surgical Ablation System, which is
intended for cardiac surgeons' use in ablating cardiac tissue
during heart surgery using radio frequency (RF) energy.  In
February 2003, the Company announced that it had received FDA
510(k) clearance to market the Surgical Ablation System in the
U.S. for use in ablating cardiac tissue.

                        *     *     *

                     Going Concern Doubt

As reported in the Troubled Company Reported on Apr. 13, 2005, BDO
Seidman LLP expressed substantial doubt about Cardima(R),
Inc.'s ability to continue as a going concern after it completed
an audit of the company's financial statements for the year ended
Dec. 31, 2004.  The Company delivered a copy of its annual report
to the Securities and Exchange Commission last week.  A similar
explanatory paragraph has been included in Annual Report filings
in each of the past three years by the Company's independent
auditor.

The Company has suffered recurring losses from operations and has
a net capital deficiency that raises substantial doubt about its
ability to continue as a going concern.  At March 31, 2005, the
Company had approximately $1.7 million in cash and cash
equivalents.  Based on its 2005 operating plan, the Company
believes that its cash balances as of March 31, 2005, will only
provide sufficient capital to fund operations for a very limited
period of time and will not be sufficient to fund operations into
the third quarter of 2005.  The Company is exploring potential
funding opportunities including the sale of equity securities or
entering into a strategic transaction relating to its Surgical
Ablation System.


CATHOLIC CHURCH: Diocese of Tucson Clarifies Property Ownership
---------------------------------------------------------------
The Diocese of Tucson discloses in its Second Amended Plan and
Disclosure Statement filed with the U.S. Bankruptcy Court for the
District of Arizona, that it owns certain real property which
consists primarily, but not exclusively, of two categories:

   (a) Property given to the Diocese by a third party which might
       consist of a house, a vacant lot or similar property; and

   (b) Property which the Diocese has acquired to be used for
       establishing future Parishes within the Diocese.

Excluded from the Diocese Real Property is any property the
Diocese may own adjacent to or a part of St. Augustine Parish and
any other real property that is used by the Diocese for pastoral
purposes.

                  Diocese to Auction Properties

As of the Petition Date, the Diocese Real Property had a combined
book value and fair market value of approximately $3.3 million.
The Rev. Al Schifano, Moderator of the Curia of the Diocese of
Tucson, reports that as part of the Second Amended Plan, the
Diocese intends to liquidate all of the Diocese Real Property.
An auction has been set for May 21, 2005, at which all Diocese
Real Property will be sold.  Proceeds of these sales, after
payments of costs of sale including commissions, will be used to
fund the Settlement Trust and, if necessary, the Litigation Trust
in accordance with the terms of the Plan.

                       Parish Real Property

The Diocese also clarifies that the real property upon which a
Parish is located is owned by the Parish.  The Parish paid for
the property.  Improvements to those properties were made by the
Parishes and paid for by the Parishes.

However, the Diocese notes that a Parish has no "civil" legal
authority to hold title to real estate.  Mere legal title is in
the name of the Diocese.  Nonetheless, the Diocese has no
equitable or beneficial interest in Parish Real Property, and the
Parish Property is not property of the Estate pursuant to Section
541 of the Bankruptcy Code.

The Parish Real Property, Father Schifano says, consists
primarily of lots improved with churches, schools, rectories,
housing, convents, and other improvements related to the
ministries of each of the 76 Parishes and the schools and
missions.  The Parish Real Property also includes a small number
of properties that are not currently being actively used in
ministry, usually adjacent to the Parish or school and intended
for future use.

A description of the Parish Real Property is included in the
Second Amended Plan.  Father Schifano says the Diocese does not
know, and has no way to reasonably estimate, the market value of
the Parish Real Property.  The Diocese does not include and has
not included the Parish Real Property as assets of the Diocese on
its books and records.

                 Disputes Over Property Ownership

The Diocese believes that certain parties-in-interest in its
Chapter 11 case may dispute the Parishes' rights to the Parish
Real Property and other Parish property.  Father Schifano relates
that the Diocese has sought to resolve the dispute by proposing a
Plan that provides Tort Claimants an opportunity to accept prompt
fair and equitable compensation from a dedicated fund in lieu of
years of litigation regarding the extent of the Parishes'
property rights.

According to Father Schifano, resolving the extent of the
Diocese's property rights versus the Parishes' property rights
through litigation necessarily implicates the First Amendment of
the United States Constitution.  This will require a complicated
analysis of neutral principals of civil law and interpretation of
religious doctrine requiring deference to ecclesiastical
authorities, and state law.

The Diocese believes that any litigation over whether the Parish
Real Property and other Parish property are part of the Estate,
and the applicability of the First Amendment, neutral civil laws
and religious doctrine under Canon law to the property issues
will be both extraordinarily time-consuming and expensive.
Whatever the outcome, the Diocese believes that the result would
be subject to multiple appeals.

                  Litigation May Take 10 Years!

The Diocese estimated the amount of time -- the number of months
-- it would take to litigate the parish property issue using
statistics published on the Federal Judiciary Center's:

   1.  Table C-10, which describes U.S. District Court-Median
       Time Interval from Filing to Trial of Civil Cases in Which
       Trials Were Completed; and

   2.  Table B-4, which describes U.S. Courts of Appeals-Median
       Time Intervals in Cases Terminated After Hearing or
       Submission during fiscal year 2004.

The Diocese determined that litigating the parish property issue
on the merits and appealing the issue would take approximately
nine years and 10 months.

  Litigation               Median Interval between  Cumulative
  Appeal Stage             filing and disposition     Total
  ------------             -----------------------  ----------
  Trial Court (Arizona)            30.7                30.7

  Appeal to District Court
  or Bankruptcy Appellate
  Panel                            26.2                56.9

  Appeal to 9th Circuit            33.0                89.9

  Request for Rehearing
  en banc 9th Circuit Court
  of Appeals                        6.7                96.6

  U.S. Supreme Court               21.4               118.0

Father Schifano maintains that the costliness of litigating the
question of the extent of the Parishes' property rights versus
the Estate's property rights has been well documented in other
Chapter 11 cases, including those of other Dioceses facing
similar issues.  While there may be dispute as to the outcome of
any litigation, Father Fr. Schifano says there is no dispute that
it will be costly and time consuming.  Furthermore, the delay in
litigating the issues will delay confirmation and distributions
to Creditors, including Tort Claimants with legitimate claims.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CIRA/WARD: Case Summary & Lists of Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Cira/Ward LLC
             1833 Kettle Cove Court
             Hartland, Wisconsin 53029

Bankruptcy Case No.: 05-27771

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Muddy Rudder Incorporated                  05-27775

Chapter 11 Petition Date: May 6, 2005

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: Leonard G. Leverson, Esq.
                  Kravit, Hovel, Krawczyk & Leverson S.C.
                  825 North Jefferson, Suite 500
                  Milwaukee, Wisconsin 53202-3612
                  Tel: (414) 271-7100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. Lead Debtor's 2 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
A-1 Accounting                                    $2,500
Attn: Shannon
12557 West Burleigh Road
Brookfield, WI 53005

Michael J. Finn, Esq.                             $1,500
Law Office of Michael J. Finn
155 East Capitol Drive, #4
P.O. Box 23
Hartland, WI 53029

B. Muddy Rudder Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Advance ME, Inc.              Merchant # 1327             $6,000
600 Town Park Lane,           Credit card advance
Suite 500
Kennesaw, GA 30144

Ratas Wholesale Liquor                                    $5,800
8333B West Morgan Avenue
Milwaukee, WI 53220

General Beverage                                          $3,300
P.O. Box 510203
New Berlin, WI 53151

Sysco                         Account No. 295733          $2,914

A-1 Accounting                                            $2,500

Natural Resources Technology Inc.                         $2,499

WE Energies                                               $2,400

Edison Liquor                                             $2,000

Michael J. Finn, Esq.                                     $1,500

W.O.W. Distributors                                       $1,200

Capital Husting                                           $1,200

Grenz Service                                             $1,200

Lindsay Foods                                               $800

Wisconsin Leasing                                           $600

Badger Carbonic Distributors                                $600

Onyx Waste                                                  $500

Guthrie & Frey Water                                        $400
Conditioning LLC

Will-Kill Pest Control                                      $365

Clothes Clinic                                              $300

Choice One Communications                                   $300


COMPOSITE TECH: Bankruptcy Court Affirms Stay on Stock Lawsuits
---------------------------------------------------------------
The Hon. John E. Ryan of the United States Bankruptcy Court for
the Central District of California denied the emergency motions of
two pre-bankruptcy litigants who sought to have the automatic stay
lifted.  The litigants wanted to pursue their lawsuits involving
claims that demand certain Composite Technology Corporation (OTC
Bulletin Board: CPTC) stock for alleged services and performance
under some subscription agreements.

Composite Technology filed a voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code on May 5, 2005,
solely to have these claims addressed by the Bankruptcy Court in a
single forum rather than having to defend multiple lawsuits in
multiple jurisdictions.  Each of these lawsuits relate to claims
for the issuance of CTC's stock.  On the same day as its
bankruptcy filing, CTC filed a proposed plan of reorganization
which if confirmed by the Bankruptcy Court would pay its creditors
in full.  In light of the Court's ruling, these lawsuits will
remain before the Bankruptcy Court and will be decided in due
course.

Leonard M. Shulman of Shulman Hodges & Bastian LLP, CTC bankruptcy
counsel, states: "We are very pleased that CTC will now have an
opportunity to present its plan of reorganization to its
creditors.  CTC proposes a plan that addresses its litigation
claims and provides for payment in full to its creditors.  This
process is moving very quickly and we are pleased with the initial
results."  CTC's Chairman and CEO Benton Wilcoxon added: "We are
pleased with our results thus far.  Everything is on track for CTC
to emerge from bankruptcy with the resources needed to continue to
our business of developing, producing and marketing innovative and
cost effective composite core electrical conductor to provide
electrical grid solutions for the utility industry.  Nothing
contained in our plan of reorganization is designed or intended to
negatively impact our shareholders."

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.


COVANTA ENERGY: Judge Bernstein Modifies Cash Collateral Order
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
April 5, 2005, Wachovia Bank asked the U.S. Bankruptcy Court for
the Southern District of New York to modify the Cash Collateral
Order so it can:

   (a) file interim fee applications; and

   (b) be reimbursed for legal fees and costs on an interim basis.

Jan I. Berlage, Esq., at Ballard Spahr, Andrews & Ingersoll, LLP,
in Baltimore, Maryland, explains that the provision in the Final
Cash Collateral Order that the WTE Trustee's legal fees cannot be
reimbursed until 30 days after confirmation of a plan was
premised, in part, on the Covanta Energy Corporation and its
debtor-affiliates' prompt emergence from bankruptcy.  The Debtors
have achieved that goal in regards to all of their WTE Facility
Debtors with the exception of the Covanta Warren.

                        *     *     *

Judge Bernstein modified the Cash Collateral Order to allow
Wachovia Bank, National Association, formerly known as First
Union National Bank, to file an interim fee application.
Wachovia Bank will be reimbursed for its legal fees and costs on
an interim basis.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 77;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DB COMPANIES: Hires Coldwell Banker as Real Estate Broker
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave DB
Companies, Inc., and its debtor-affiliates permission to employ
Coldwell Banker Residential Brokerage as their real estate broker.

The Debtors tell the Court that they employed Coldwell Banker to
facilitate the sale of the Company's interest in the vacant lot
located at 336 N. Westfield Street in Agawam, Massachusetts,
effective as of Apr. 1, 2005.

The Debtors are now in the process of liquidating all of their
assets and winding down their operations, including the property,
which is zoned for residential use.

Coldwell Banker's primary purpose is to secure a ready, willing
and able buyer of the property.  The agreement provides Coldwell
Banker with the exclusive right to market and sell the property
for a period of two months commencing on Apr. 1, 2005, with
subsequent extensions available at the Company's request.

Coldwell Banker will be paid a 6% commission on the gross price of
a successful sale of the property.  If a real estate broker other
than Coldwell Banker is involved, the 6% commission will be split
equally between the brokers.

Coldwell Banker assures the Court that it does not represent any
interest adverse to the Debtors or their estate.

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


DESERT HIGHLAND: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Desert Highland Development LLC
        28150 North Alma School Road, Suite 103-409
        Scottsdale, Arizona 85262

Bankruptcy Case No.: 05-51393

Chapter 11 Petition Date: May 6, 2005

Court: District of Nevada (Reno)

Debtor's Counsel: John J. Dawson, Esq.
                  Quarles & Brady Streich Lang LLP
                  2 North Central Avenue
                  Phoenix, Arizona 85004
                  Tel: (602) 229-5200
                  Fax: (602) 229-5690

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


DIAMOND BRANDS: PENTA Prepares for Second & Final Distribution
--------------------------------------------------------------
PENTA Advisory Services, LLC, the Plan Administrator for the DB
Liquidating Trust created under the chapter 11 plan confirmed by
Diamond Brands Operating Corp. and its debtor-affiliates on
December 10, 2002, intends to make a second and final distribution
unsecured creditors within the second quarter of 2005.  The
Debtors intend to close their chapter 11 cases shortly after the
second and final distribution is made.  PENTA will prepare and
file all tax returns following the cases are closed.

The Debtors filed their first quarterly Plan Administrator Report
for the period ended March 31, 2005, with the U.S. Bankruptcy
Court for the District of Delaware.

Diamond Brands Incorporated, based in Cloquet, Minnesota, employed
600 workers manufacturing and marketing wooden matches,
toothpicks, clothespins, and plastic cutlery under the nationally
recognized Diamond and Forster brand names, which have been in
existence since the 1880s.  Diamond filed for chapter 11
protection on May 22, 2001 (Bankr. D. Del. Case Nos. 01-01825
through 01-01828).  Timothy R. Pohl, Esq., Gregg M. Galardi, Esq.,
and Marion M. Quirk, Esq., at Skadden, Arps, Slate, Meagher &
Flom, LLP, represent the Debtors.  Diamond confirmed a Joint Plan
of Reorganization under which Jarden Corporation (NYSE: JAH)
acquired substantially all of Diamond Brands' business assets and
assumed certain liabilities for $90 million in early 2003.


ERIC JACOBSEN: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Eric Arthur & Anne Marie Jacobsen
         572 Major Holland Road
         Union Hall, Virginia 24176

Bankruptcy Case No.: 05-71776

Type of Business: The Debtors are affiliated with Jacobsen
                  Construction, Inc. (Bankr. E.D. N.C. Case No.
                  04-03490).  Jacobsen Construction, Inc.
                  filed for chapter 11 protection on Sept. 24,
                  2004, and it's case is pending before the
                  Honorable Thomas A. Small.

Chapter 11 Petition Date: May 6, 2005

Court: Western District of Virginia (Roanoke)

Judge: Ross W. Krumm

Debtor's Counsel: Howard J. Beck, Jr., Esq.
                  Beck and Cassinis, P.C.
                  P.O. Box 21584
                  4648 Brambleton Avenue, Southwest
                  Roanoke, Virginia 24018
                  Tel: (540) 777-4600
                  Fax: (540) 777-4700

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Developers Surety             Trade debt              $1,200,000
17780 Fitch, Suite 200
Irvine, CA 92614

Crescent State Bank           JCI line of credit        $250,000
P.O. Box 5809
Cary, NC 275125809

Crescent State Bank                                      $49,100
P.O. Box 5809
Cary, NC 275125809

U.S. Bank                     2004 Ski Centurion         $34,000
P.O. Box 790167               Boat w/ motor
Saint Louis, MO 631790167     Location: 572 Major
                              Holland Road,
                              Union Hall, VA
                              Value of security:
                              $28,000

Chrysler Financial            2004 Jeep Liberty          $21,952
P.O. Box 1728                 Location: 572 Major
Newark, NJ 071011728          Holland Road,
                              Union Hall, VA
                              Value of security:
                              $17,000

Freedom First Credit Union    2002 Chevrolet Pickup      $14,705
P.O. Box 1999                 Location: 572 Major
Salem, VA 24153               Holland Road,
                              Union Hall, VA
                              Value of security:
                              $14,000

Harley Davidson Credit        2003 Harley Davidson       $14,000
8529 Innovation Way           Location: 572 Major
Chicago, IL                   Holland Road,
                              Union Hall, VA
                              Value of security:
                              $13,000

College Foundation, Inc.      Parent plus loan            $8,000
P.O. Box 41960
Raleigh, NC 276291960

Capital One                   Credit card purchases       $6,385
P.O. Box 85147
Richmond, VA 23276

Citi Bank                     Credit card purchases       $3,500
P.O. Box 44180
Jacksonville, FL 322314180

Nextel                        Cell phones                 $2,960
P.O. Box 4192
Carol Stream, IL 60197

Freedom First Credit Union                                  $700
P.O. Box 1999
Salem, VA 24153

MCCBG - J C Penney            Credit card purchases         $450
P.O. Box 960001
Orlando, FL 328960001

Kohl's                        Credit card purchases         $300
P.O. Box 2983
Milwaukee, WI 532012983

Belk                          Credit card purchases         $167
The Belk Center, Inc.
P.O. Box 1099
Charlotte, NC 282011099

Hecht's                       Credit card purchases         $150
P.O. Box 94872
Cleveland, OH 441014872

Newport News                  Credit card purchases         $110
P.O. Box 659705
San Antonio, TX 782659705

Harleysville Group, Inc.      Trade debt                 Unknown
355 Mapel Avenue
Harleysville, PA 194382297

International Fidelity        Trade debt                 Unknown
1 Newark Center
20th Floor
Newark, NJ 07102


FALCONBRIDGE LTD: Noranda Increasing Equity Stake to 90.8%
----------------------------------------------------------
Noranda Inc. (TSX:NRD.LV)(NYSE:NRD) and Falconbridge Limited
(TSX:FL) reported the results of the offer to acquire the common
shares of Falconbridge not already owned by Noranda, the second
step of an all-encompassing plan to combine Noranda and
Falconbridge and create one of North America's leading base-metals
companies.

Noranda confirmed that 58,476,589 Falconbridge common shares were
validly deposited under the Offer, representing 78% of the shares
held by minority shareholders.  Noranda confirmed that all
conditions to the Offer have been met and that it will take up all
shares validly deposited, increasing its ownership to 164,235,689,
or approximately 91%, of the outstanding Falconbridge Common
Shares.

      ---------------------------------------------------------------------
                                              Number of   % of Outstanding
                                                 Shares       Falconbridge
                                                             Common Shares
      ---------------------------------------------------------------------
      Noranda ownership before the Offer    105,759,100               58.5
      ---------------------------------------------------------------------
      NORANDA OWNERSHIP AFTER THE OFFER     164,235,689               90.8
      ---------------------------------------------------------------------

"We are excited to have received shareholder approval to proceed
with the merger," said Derek Pannell, Chief Executive Officer of
Noranda.  "The merging of Noranda and Falconbridge creates a
stronger platform upon which to sustain and grow our base-metal
assets. With an attractive pipeline of projects, expanded
operations and a simplified corporate structure,
NorandaFalconbridge is now even better positioned to deliver value
in this strong commodity market."

Under the terms of the Offer dated March 24, 2005, Noranda offered
to purchase all of the outstanding common shares of Falconbridge
not already owned by Noranda or its affiliates on the basis of
1.77 common shares of Noranda for each Falconbridge Common Share.
The Offer expired at 8:00 p.m. (Toronto time) on May 5, 2005.

Fractional Noranda Common Shares will not be issued in connection
with the Offer.  Instead of receiving a fractional Noranda Common
Share, Falconbridge shareholders will receive a cash payment equal
to such fraction multiplied by the closing price of the Noranda
Common Shares on the Toronto Stock Exchange on May 6, 2005.
Payment for fractional Noranda Common Shares issuable under the
Offer will be made by Noranda to the depositary, as agent for the
depositing shareholders, on or before May 11, 2005.  The
depositary will issue and mail share certificates and cheques, as
applicable, as soon as practicable thereafter.  Return of shares
not purchased because of invalid deposit will be made as soon as
practicable.

Noranda intends to proceed to acquire any remaining Common Shares
not tendered to the Offer.  Noranda expects this process to be
completed by the end of August 2005.

Upon final completion of Noranda's combination with Falconbridge,
Brascan will own 74,423,504 common shares of NorandaFalconbridge,
reducing its position to approximately 20%.

                    About Noranda Inc.

Noranda -- http://www.noranda.com/-- is a leading copper and
nickel company with investments in fully integrated zinc and
aluminum assets.  The Company's primary focus is the
identification and development of world-class copper and nickel
mining deposits.  It employs 16,000 people at its operations and
offices in 18 countries and is listed on The New York Stock
Exchange and the Toronto Stock Exchange (NRD).

                 About Falconbridge Limited

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.


FRUIT OF THE LOOM: Trust Has Until Oct. 31 to Object to Claims
--------------------------------------------------------------
The U.S. Bankruptcy Court District of Delaware gave the Unsecured
Creditors Trust formed under the Third Amended Joint Plan
confirmed in Fruit of the Loom, Inc., and its debtor-affiliates'
chapter 11 cases, an extension, through and including Oct. 31,
2005, to object to claims filed against the Debtors' estates.

The Court also extended until April 30, 2006, the term of the
Unsecured Creditors Trust, and terminated the employment of Donlin
Recano & Company, Inc. as the Debtors' claims and noticing agent.

The Court confirmed the Debtors' Third Amended Joint Plan of
Reorganization on April 19, 2002, and the Plan took effect on
April 30, 2002.

On the Plan's Effective Date, the Debtors' transferred ownership
interests in their businesses to New FOL Inc., FOL Liquidation
Trust and the Unsecured Creditors Trust.

The confirmed Plan and Trusts Agreements provide the Unsecured
Creditors Trust is specifically charged with:

   a) receiving distributions intended for Class 4A Claims holders
      and distributing those funds to those Claims holders as
      their respective claims are allowed; and

   b) prosecute, settle and resolve objections to Unsecured Claims
      and prosecute, settle and resolve Creditors Committee
      Actions.

The Unsecured Creditors Trust gave the Court three reasons in
support of its request to extend the claims objection deadline:

   a) the Creditors Trust has made great progress toward the
      resolution of the claims, with 1,846 Class 4A claims
      resolved and only 13 disputed Class 4A claims that have been
      objected and are pending before the Court for final
      resolution;

   b) there are only four unresolved disputed Class 4A Claims for
      which an objection has not been filed, involving
      indemnification claims filed by three former officers of the
      Debtors, and litigations against those former officers are
      pending in the U.S. District Court for the Western District
      of Kentucky; and

   c) the extension will not prejudice the Debtors' creditors as
      all other claims in the Debtors' chapter 11 case have either
      been allowed, their objections are pending before the
      Bankruptcy Court, and the Creditors Trust are continuing
      the distributions to those creditors.

The Court orders that Donlin Recano provide the Court with an
electronic copy of the each claim filed with the Firm, a hard copy
of the claims register and an electronic copy of the claims
register with all related data about each claim.

Headquartered in Chicago, Illinois, Fruit of the Loom, Inc., is a
leading international, vertically integrated basic apparel
company, emphasizing branded products for consumers ranging from
infants to senior citizens.  The Company and its debtor-affiliates
filed for chapter 11 protection on Dec. 29, 1999 (Bankr. D. Del.
Case No. 99-04497).  Aaron A. Garber, Esq., at Pepper Hamilton LLP
and Donald J. Detweiler, Esq., at Saul Ewing LLP represent the
Debtors.  When the Debtors filed for protection from their
creditors, they listed $2,283,700,000 in total assets and
$2,495,200,000 in total debts.  The Court confirmed the Debtors'
Third Amended Joint Plan of Reorganization on April 19, 2002.  The
Plan took effect on April 30, 2002.


GATEWAY EIGHT: Pension Fund Wants Exclusive Periods Terminated
--------------------------------------------------------------
The Employees' Retirement System of Rhode Island -- the largest
secured creditor of Gateway Eight LP -- asks the U.S. Bankruptcy
Court for the District of Massachusetts to terminate the Debtor's
exclusive periods.

The Employee Retirement System (ERS) doesn't think Gateway can
file a viable plan.  ERS tells the Court that terminating the
exclusive period will make the case move forward.  ERS assures the
Court it is prepared to file a plan in short order to rapidly
conclude the bankruptcy proceeding.

                        Background

In 1989, the Rhode Island Industrial Facilities Corp. financed the
construction of Gateway Eight's building known as Gateway Building
or American Express Plaza.  The Employee Retirement System (ERS)
purchased all of the $23 million bonds issued by Rhode Island
Industrial.  The bonds matured in 1999.

The building's largest original tenant American Express moved out
in 1999 causing Gateway to miss paying the bonds.   ERS
restructured the loan and gave an additional $2 million of capital
to Gateway to improve the premises and attract a new tenant,
Boston Financial Data Services.  The renewed loan matured in
Dec. 2004.

Boston Financial terminated the lease in January 2004 and paid
approximately $1.1 million to Gateway for the breach.  Gateway
gave the payment to ERS reducing its debt to $22 million.

Before Gateway filed for chapter 11 protection, its tentative plan
was to give ERS control over the building.  But the negotiations
fell through because the parties couldn't agree on the building's
value.

               Finally Agrees Over the American
                  Express Building's Value

After months of haggling, Gateway Eight LP and the Employees'
Retirement System of Rhode Island finally agreed on an acceptable
valuation of the American Express building, Andrea L. Stape at
Providence Journal relates.  Gateway thinks the building is worth
$25 million while the pension fund says it's only $14 million.
The parties agree to value the building at $18.6 million.

The parties will meet at the Bankruptcy Court on May 18 to discuss
whether Gateway can file a viable plan.

Headquartered in Boston, Massachusetts, Gateway Eight Limited
Partnership -- http://www.congressgroup.com/-- is a real estate
development, construction, property & asset management and
investment company.  The Debtor filed for chapter 11 protection on
Nov. 30, 2004 (Bankr. Mass. Case No. 04-19692).  Macken Toussaint,
Esq., at Goodwin Procted LLP, represents the Debtor.  When the
Company filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


GLASS GROUP: Wants Until Plan Confirmation to Decide on Leases
--------------------------------------------------------------
Glass Group Inc. asks the U.S. Bankruptcy Court for the District
of Delaware for more time to decide to assume, assume and assign,
or reject its unexpired non-residential leases pursuant to Section
364(d) of the Bankruptcy Code.

Glass Group is party to three unexpired leases which it says, are
integral to its business.

The Debtor tells the Court that after exploring various strategic
and financial alternatives to successfully reorganize, it
concludes a sale of all of its assets will provide maximum
recovery for creditors.  Glass Group says that it needs to
properly evaluate the leases in relation to the potential sale of
its assets.  Glass Group wants until plan confirmation or
conversion to a chapter 7 liquidation to decide what to do with
the leases.

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


GRUPO IUSACELL: Creditor Talks About Restructuring Pact Continue
----------------------------------------------------------------
Grupo Iusacell, S.A. de C.V., (NYSE: CEL) (BMV: CEL) issued a
statement last week reiterating its commitment to continue
negotiations with creditors to try to reach a comprehensive
restructuring agreement as soon as possible.

As reported in the Troubled Company Reporter on May 5, 2005, the
Company received a notice dated March 21, 2005, from The Bank of
New York, acting as trustee for the $350 million 14-1/4% notes due
December 2006, informing that, due to Grupo Iusacell's non-payment
of interest since June 1, 2003, an unspecified percentage of
noteholders have requested the acceleration of principal and
accrued interest on  the notes.

The Company said the notice does not affect discussions nor does
it alter the debt restructuring process.

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

                        About the Company

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

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 4, 2005,
Despacho Freyssinier Morin, S.C., completed its audit of Grupo
Iusacell, S.A. de C.V.'s financial statements as of Dec. 31, 2004.
In their audit opinion, the auditors express substantial doubt
about the company's ability to continue as a going concern.  The
auditors point to two items:

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

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

                       Events of Default

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

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

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

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


HAYES LEMMERZ: Squabbling with BNY Capital Over Equipment Leases
----------------------------------------------------------------
Thomas F. Cavalier, Esq., at Barris, Sott, Denn & Driker,
P.L.L.C., in Detroit, Michigan, relates that Hayes Lemmerz
International, Inc., and BNY Capital Resources Corporation are
parties to a Master Equipment Lease Agreement dated March 13,
1998.  Under the Lease Agreement, Hayes leased from BNY Capital
certain machine tools and related equipment used in the
manufacture of brake components.  These machine tools are
assigned to Hayes' manufacturing facility in Homer, Michigan, and
are covered by several Schedules.  Each Schedule incorporated the
Lease by reference and constitutes a separate and independent
contractual obligation.

The base term for the Lease, as set forth in each Schedule,
expired on March 31, 2005.

Section 14 of the Lease provides that Hayes may elect to return
the Equipment to BNY Capital at the termination or expiration of
the Lease or Schedule by written notice to BNY Capital 90 days
prior to the return of all, "but not less than all, of the
Equipment."

                         The Return Notice

On December 22, 2004, Hayes notified BNY Capital of its intent to
return all of the Equipment -- which is more than 90 days before
the expiration of the Schedules, and asked BNY Capital to
designate a location for the re-delivery of the Equipment.

BNY Capital acknowledged receipt of Hayes' notice.  In response
to Hayes' request for a re-delivery location, BNY Capital asked
Hayes to store the Equipment for 60 days.  BNY Capital also
demanded from Hayes payment of $1,062,842 as "Lessee Liability
Amount."  The Lessee Liability Amount is 9.5% of Equipment Cost
on the date of the lease maturity as defined in the Schedules.

                      The Disputed Provisions

Pursuant to a Purchase and Sale Options Addendum to the
Schedules, Section 2(d), if BNY Capital elects to retain the
Equipment, Hayes should promptly return the Equipment on the
Schedule Expiration and pay immediately the Lessee Liability
Amount and all sums due under the Lease Agreement.  After
delivery of the Equipment, BNY Capital would sell the Equipment.
Upon the sale, BNY Capital would refund to Hayes an amount equal
to the Realized Value, up to the Estimated Residual Value, less
the Lessor Risk Amount, without interest.

Mr. Cavalier notes that Section 2(d) does not apply unless BNY
Capital "elects to retain the Equipment as permitted by Section
2(b)."  Section 2(b) permits BNY Capital to retain the Equipment
only if Hayes exercises its option to sell the equipment.

Under Section 2(b) of the Addendum, if Hayes elects not to
purchase the Equipment, Hayes may opt to sell the Equipment by
notifying BNY Capital 90 days prior to the Expiration Schedule.
But Hayes did not exercise its option to sell the Equipment.

                    The Lessee Liability Amount

Hayes objected to BNY Capital's demand for the Lessee Liability
Amount, asserting that Section 2(d) applies only if Hayes had
exercised its option to sell the Equipment under Section 2(b) of
the Lease.  Hayes believes that it has no "contractual obligation
to remit the Lessee Liability Amount."

On February 9, 2005, Hayes received five invoices from BNY
Capital totaling $1,075,244 for the payment of the Lessee
Liability Amount.  Hayes acknowledged the receipt of the invoices
and re-asserted its position that it had no obligation to pay the
Lessee Liability Amount.  Hayes further notified BNY Capital that
it would not remit payment for the invoices.

BNY Capital disagrees with Hayes' interpretation of the options
that are available to it on the expiration of the initial term of
the leases.  Additionally, BNY Capital contends that Hayes
breached Section 7 of the Lease by defaulting on certain
maintenance and operation obligations.

              Hayes' Complaint for Declaratory Relief

Hayes filed a complaint seeking declaratory relief against BNY
Capital in the U.S. District Court for the Eastern District of
Michigan.  Hayes asks the Michigan District Court for a judgment
declaring that:

    -- Hayes is not in breach of its obligations under the Lease
       and the Schedules, and has no obligation to pay the Lessee
       Liability Amount; and

    -- Hayes has complied with Section 7 of the Lease.

                        BNY Capital Answers

On behalf of BNY Capital, Eric H. Lipsitt, Esq., at Howard &
Howard Attorneys PC, in Bloomfield Hills, Michigan, argues that:

    (a) Hayes has an obligation to pay, among other damages, the
        Lessee Liability Amount; and

    (b) Hayes has breached, among other Sections of the Master
        Lease and the Schedules, Section 7 of the Lease.

Mr. Lipsitt asserts that:

    1. Hayes' claims are barred by the doctrine of unclean hands;

    2. Hayes' Complaint fails to state a claim on which relief
       can be granted;

    3. The Purchase and Sale Options under the Lease and Schedules
       are unconscionable; and

    4. Hayes will be unjustly enriched if it is permitted to
       return the Equipment without paying BNY Capital Stipulated
       Loss Value or the Lessee Liability Amount.

BNY Capital reserves the right to add other defenses as they
become known during the course of discovery.

Mr. Lipsitt avers that BNY Capital suffered damages beginning
March 29, 2005.  Mr. Lipsitt also complains that Hayes has
engaged and continues to engage in distinct acts of dominion
wrongfully exerted over the Equipment.  Pursuant to Michigan
Compiled Laws 600.2929a, Mr. Lipsitt says, BNY Capital is
entitled to recover three times the amount of actual damages
sustained, plus costs and reasonable attorney's fees from Hayes
as a result of its acts of conversion.

As an alternative measure of damages, Mr. Lipsitt asserts that
BNY Capital is entitled to the Lessee Liability Amount, plus all
costs relating to repairing, re-certifying, de-installing,
disassembling, packing, crating, shipping and re-assembling the
Equipment.

For these reasons, BNY Capital asks for damages in an amount to
be proven at the trial.

                       BNY Capital Seeks TRO

In a separate pleading, BNY Capital asks the Court for a
temporary restraining order directing Hayes to cease and desist
from using the Equipment, and to disable (but not to de-install
or disassemble) the Equipment.

In the absence of a restraining order, Mr. Lipsitt notes, BNY
Capital faces immediate and irreparable exposure to liability
arising from Hayes' on-going use of the unsafe Equipment.  BNY
Capital also faces impairment of the Equipment value if Hayes
attempts to de-install and disassemble the Equipment before it is
properly repaired and recertified for use by EMAG, LLC -- the
manufacturer of the Equipment.

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Del. Case No. 01-11490) and emerged in
June 2003.  Eric Ivester, Esq., and Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meager & Flom represent the Debtors.  (Hayes
Lemmerz Bankruptcy News, Issue No. 64; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on April 11, 2005,
Moody's Investors Service assigned a B2 rating for HLI Operating
Company, Inc.'s proposed $150 million guaranteed senior secured
second-lien term loan facility.  HLI Opco is an indirect
subsidiary of Hayes Lemmerz International, Inc.  The rating
outlook remains stable.

While the company has reaffirmed its earning guidance and the
senior implied and guaranteed senior secured first-lien facility
ratings remain unchanged at B1, Moody's determined that widening
of the downward notching of HLI Opco's guaranteed senior unsecured
notes was necessary to reflect additional layering of the
company's debt.  The senior unsecured notes are effectively
subordinated to the proposed new senior secured second-lien term
facility, and approximately $75 million of higher-priority debt
will be added to the capital structure.

These specific rating actions were taken by Moody's:

   * Assignment of a B2 rating for HLI Operating Company, Inc.'s
     proposed $150 million guaranteed senior secured second-lien
     credit term loan C due June 2010;

   * Downgrade to B3, from B2, of the rating for HLI Operating
     Company, Inc.'s $162.5 million remaining balance of 10.5%
     guaranteed senior unsecured notes maturing June 2010 (the
     original issue amount of $250 million was reduced as a result
     of an equity clawback executed in conjunction with Hayes
     Lemmerz's February 2004 initial public equity offering);

   * Affirmation of the B1 ratings for HLI Operating Company,
     Inc.'s approximately $527 million of remaining guaranteed
     senior secured first-lien credit facilities, consisting of:

   * $100 million revolving credit facility due June 2008;

   * $450 million ($427.3 million remaining) bank term loan B
     facility due June 2009 (which term loan is still expected to
     be partially prepaid through application of about half of the
     net proceeds of the proposed incremental debt issuance);

   * Affirmation of the B1 senior implied rating;

   * Downgrade to Caa1, from B3, of the senior unsecured issuer
     rating (which rating does not presume the existence of
     subsidiary guarantees).


HUFFY CORP: Wants Exclusive Period Extended Through August 2
------------------------------------------------------------
Huffy Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio for an
extension of the time within which they alone can file a chapter
11 plan.  The Debtors want their exclusive plan filing period
extended through and including Aug. 2, 2005.  The Debtors also ask
the Court for more time to solicit acceptances of that plan from
their creditors, through Oct. 1, 2005.

The Debtors seek these extensions to:

   (a) avoid premature formulation of a chapter 11 plan, and

   (b) ensure that the formulated plan takes into account the
       interests of the Debtors, their employees, creditors and
       estates.

These cases consist of 20 Debtors, which include Canadian
entities.  These cases are made even more complex due to the
cross-border ancillary proceedings the Debtors undertake in
Canada.  Furthermore, the Debtors not only comply with the
reporting requirements required under the U.S. Bankruptcy Code,
but also with the requirements of the Companies' Creditors
Arraignment Act of Canada.  The Debtors' international scope is
not just limited to Canada.  The Debtors must also spend
substantial time coordinating the continual flow of goods from
their respective Chinese suppliers.

Moreover, the administration of the estates present a substantial
number of legal questions and challenges not only in the areas of
bankruptcy, but also, litigation, corporate, labor, employee
benefits and environmental and intellectual property law.
Although the Debtors have retained professionals to assist them in
handling these issues, the shear volume of tasks requires
significant time to analyze and address the open issues.

The Debtors determined that to maximize the value of their assets,
it is in the best interest of the Debtors, their estates, and
their creditors to pursue an orderly reorganization.  During the
initial stages of these chapter 11 cases, the Debtors have focused
their efforts on restructuring their businesses and assets and
streamlining their operations in preparation for the formulation
of a viable plan of reorganization.  The Debtors seek additional
time to build a plan of reorganization which takes into account
the substantive changes to the Debtors' businesses.

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


ICG COMMS: Wants Until August 3 to Object to Claims
---------------------------------------------------
ICG Communications, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their time
to object to claims to August 3, 2005.

Approximately 3,000 claims have been filed in the Debtors' cases.
To date, the Debtors have resolved all but 36 claims which have
neither been allowed as filed, withdrawn, nor objected to.  The
disputed claims are held by eight claimholders.

The Debtors hope to resolve the remaining disputed claims through
settlements.  If necessary, they will file additional objections
seeking the disallowance or reduction in amount of certain filed
claims.  Extension of the Claims Objection Deadline will allow the
Debtors to file additional objections and to continue to resolve
disputed claims for which settlement negotiations between the
Debtors and holders of claims are ongoing.

The requested extension by the Debtors is a prudent request to
avoid the inadvertent allowance of objectionable claims to the
detriment of all other creditors.

                           Objections

Objections, if any, must be filed and served to the Clerk of Court
by 4:00 p.m. on May 23, 2005, and a copy must be delivered to:

      Skadden, Arps, Slate, Meagher & Flom LLP
      One Rodney Square
      P.O. Box 636
      Wilmington, DE 19899
      Attn: Gregg M. Galardi, Esq.
            Marion M. Quirk, Esq.

               -- and --

      Skadden, Arps, Slate, Meagher & Flom LLP
      333 West Wacker Drive
      Chicago, IL 60606
      Attn: Timothy R. Pohl, Esq.
            Brian P. Karpuk, Esq.

ICG Communications, Inc. -- http://www.icgcomm.com/-- is a
business communications company that specializes in converged
voice and data services.  ICG has a national footprint and
extensive metropolitan fiber serving 24 markets.  ICG products and
services include voice and Internet Protocol (IP) solutions
including VoicePipeT, voice services, dedicated Internet access
(DIA) and private line transport services.  ICG provides corporate
customers and other carriers with flexible and reliable solutions.
ICG Communications, Inc., and its debtor-affiliates filed for
chapter 11 protection on Nov. 14, 2000 (Bankr. Del. Case Nos.
00-04238 through 00-04263).  David S. Kurtz, Esq., and Gregg M.
Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom L.L.P.,
represented the Debtors in their restructuring.  On Oct. 9, 2002,
the Honorable Peter J. Walsh confirmed the Debtors' Second Amended
Joint Plan of Reorganization and became effective on Oct. 10,
2002.


ICOS CORP: March 31 Balance Sheet Upside-Down by $38 Million
------------------------------------------------------------
ICOS Corporation (Nasdaq:ICOS) released its financial results for
the three months ended March 31, 2005, and summarized recent
events.

For the three months ended March 31, 2005, ICOS reported a net
loss of $46.4 million, compared to a net loss of $86.3 million for
the three months ended March 31, 2004.

Equity in losses of Lilly ICOS was $20.7 million in the first
quarter of 2005, compared to $69.2 million in the corresponding
period of 2004.  The decreased Lilly ICOS losses largely reflect
the impact of increased worldwide Cialis revenues and an overall
reduction in selling and marketing costs compared to the 2004
first quarter.  Lilly ICOS' 2005 first quarter results were
negatively affected by approximately $27 million of aggregate
reductions in U.S. wholesale inventories of Cialis during that
period.

ICOS Corporation's total revenue was $13.8 million in the first
quarter of 2005, compared to $16.5 million in the first quarter of
2004.

Collaboration revenue from Lilly ICOS totaled $10.4 million in the
2005 first quarter, compared to $14.1 million in the first quarter
of 2004.  The decrease primarily reflects a reduction in Lilly
ICOS' reimbursement of our U.S. sales force expenses, from 100% in
2004, to 60% beginning in January 2005.

Co-promotion services revenue was $1.0 million in the 2005 first
quarter.  The Company began promoting AndroGel to physicians, on
behalf of Solvay Pharmaceuticals, Inc., in February 2005.

Total operating expenses were $39.5 million for the three months
ended March 31, 2005, compared to $33.7 million for the three
months ended March 31, 2004.

Research and development expenses increased $5.0 million from the
three months ended March 31, 2004, to $22.2 million for the three
months ended March 31, 2005.  The increase was primarily due to
higher expenses associated with our discovery and preclinical
research programs and incremental development activities being
performed by ICOS personnel on behalf of Lilly ICOS.

At March 31, 2005, the Company had cash, cash equivalents,
investment securities and associated interest receivable of
$240.2 million.

                     Financial Guidance

Based on 2005 first quarter results and other appropriate factors,
the Company presently expect that its 2005 net loss will be in the
range of $70 million to $83 million.  The decrease in net loss,
compared to $198 million in 2004, is primarily due to our
expectation that Lilly ICOS will become profitable in 2005.  The
Company said it expects Cialis market share and sales to continue
to grow in 2005, and certain Lilly ICOS marketing and selling
expenses to decline.

Lilly ICOS' 2005 net income is expected to be in the $30 million
to $50 million range.  The level of Cialis sales achieved is the
primary variable that will affect Lilly ICOS' results for 2005.

For the second quarter of 2005, ICOS expects that its net loss
will be in the range of $21 million to $30 million, approximately
$0.33 per share to $0.47 per share. The decrease in net loss,
compared to the 2005 first quarter is primarily due to the
performance of Lilly ICOS. In the 2005 second quarter, the Company
expects Lilly ICOS to generate between a $10 million net loss and
a $5 million net profit.

                     About the Company

ICOS Corporation, a biotechnology company headquartered in
Bothell, Washington, is dedicated to bringing innovative
therapeutics to patients.  Through Lilly ICOS LLC, ICOS is
marketing its first product, Cialis (tadalafil), for the treatment
of erectile dysfunction.  ICOS is working to develop treatments
for serious unmet medical conditions such as benign prostatic
hyperplasia, pulmonary arterial hypertension, cancer and
inflammatory diseases.

At Mar. 31, 2005, ICOS Corporation's balance sheet showed a
$38,180,000 stockholders' deficit, compared to $6,528,000 of
positive equity at Dec. 31, 2004.


INTERSTATE BAKERIES: Wants to Enter Into Accenture Agreement
------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Western District of Missouri's
authority to enter into a Restructuring Agreement with Accenture
LLP, pursuant to which they will:

   (a) assume certain Outsourcing Agreements, as modified;

   (b) reject a Master Consulting Services Agreement dated
       March 18, 2000; and

   (c) provide for the treatment of certain valuable intellectual
       property rights for the Debtors under the Accenture
       Agreements, fix the allowed claims of Accenture against
       the Debtors in these cases and otherwise finally resolving
       any and all disputes between the parties.

                      Outsourcing Agreements

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that prior to the Petition Date,
the Debtors implemented a strategic initiative that was intended
to achieve certain cost savings and revenue enhancement
initiatives.  Historically, the Debtors had been a highly
decentralized company, comprised of over 50 bakeries, many of
which were acquired through various transactions.  Each bakery
operated with significant independence and managed its own
clerical staff.  However, the decentralized structure created
operational and informational inefficiencies.

In response, the Debtors embarked on a program with the goal of
implementing efficient and standardized processes across the
company.  The Debtors eventually created a centralized structure
for the operation of their business.  The program was termed
Program SOAR or System Optimization and Re-engineering.  To
implement SOAR, the Debtors entered into certain agreements with
Accenture, including the Consulting Agreement and Outsourcing
Agreements.

SOAR envisioned the use of an SAP platform to provide management
with near real-time data and better controls, and to assist the
Debtors' centralization efforts, Mr. Ivester says.  However, the
Debtors did not have sufficient in-house personnel to properly
oversee and support the new technology, business process
redesign, and methodology associated with SOAR and the SAP
platform.  Thus, in the course of SOAR, the Debtors approached
Accenture to outsource certain business functions.

As part of the Outsourcing Agreements, three functions have been
outsourced to Accenture:

   (1) the major IBC Data Center, which houses servers that run
       the SAP software as well as other key applications and
       provides data back-up and disaster recovery services;

   (2) substantially all of the Debtors' information technology
       systems and other services; and

   (3) finance and accounting services.

With respect to finance and accounting services, Accenture has
established a facility in Houston and another in Manila,
Philippines, to process vendor invoices and related payables
management.

Under the Restructuring Agreement and Contract Amendments,
Accenture has agreed to reduce the scope of certain services
being provided to the Debtors under the Outsourcing Agreements
and to lower its monthly fees for those services.

As a result, the Debtors estimate that they will realize the
direct and immediate annual savings under the Contract Amendments
vis-a-vis the Outsourcing Agreements as they currently exist:

       Information Technology
          Services                       $1.8 million

       Outsourcing of Finance &
          Accounting services            $8.1 million

       SAP (Consulting Agreement)        $0.7 million

In addition, under the current version of the Outsourcing
Agreements, depending on the timing of the termination, the
Debtors would incur termination costs up to $21 million in the
event that the ITO Services Agreement and the F&A Agreement were
terminated by the Debtors on July 1, 2006.

"The proposed Contract Amendments substantially reduce the
Debtors' termination charges under F&A Services and altogether
eliminate such charges under the ITO Services Agreement," Mr.
Ivester explains.  "Specifically, under the Contract Amendments,
if the Debtors terminate the ITO Services Agreement or the F&A
Agreement prior to March 1, 2007, the Debtors would incur
termination costs in the amount of $500,000 and $0,
respectively."

The Debtors believe that the work performed by Accenture under
the Outsourcing Agreements is critical to the success of their
business because they do not currently maintain the staff and
resources necessary to adequately perform these functions without
outside assistance.  Moreover, Accenture's continued service will
continue to provide the Debtors with further cost savings and
enhanced revenues.

"Transition to a different service provider would, among other
things, unduly delay the Debtors' ability to reorganize its
operations by impeding the timely processing of information
necessary for management to make time-sensitive business
decisions regarding the scope and nature of the Debtors'
reorganized business," Mr. Ivester tells Judge Venters.

                       Consulting Agreement

As part of the SOAR initiative, the Debtors and Accenture entered
into the Consulting Agreement, pursuant to which, Accenture
agreed to perform these services:

   -- program/project management;
   -- change management;
   -- communications management;
   -- business process re-engineering;
   -- technical architecture;
   -- SAP Enterprise Resource Planning application configuration;
   -- program design;
   -- programming;
   -- testing;
   -- data conversion;
   -- legacy system integration;
   -- training development;
   -- training execution, implementation, deployment; and
   -- overall business integration services.

Mr. Ivester notes that the Consulting Agreement is no longer
necessary because the Debtors no longer require any ancillary or
supplemental consulting services permitted under the Consulting
Agreement.

                        Claims Resolution

Since the Petition Date, the Debtors and Accenture have engaged
in extensive discussions to resolve the issues arising out of the
Consulting Agreement and Outsourcing Agreements.  The Debtors and
their counsel have conducted an investigation into potential
claims against Accenture including possible breach of contract
claims, possible tort claims, and claims arising under Sections
547 and 548 of the Bankruptcy Code.  In addition, Accenture has
asserted certain claims against the Debtors, including
outstanding prepetition invoices under both the Consulting
Agreement and Outsourcing Agreements and possible damages for
future termination of the Outsourcing Agreements.

Accenture asserts a $1.9 million claim for unpaid invoices under
the Outsourcing Agreements, which the Debtors would be required
to cure if the Debtors assumed the Outsourcing Agreements without
entering into the Restructuring Agreement.

However, under the Restructuring Agreement, the Debtors and
Accenture agree that:

   (1) Accenture will be allowed general unsecured prepetition
       claims for accrued and unpaid services in the amount of
       $4,601,117, and $500,000, for Accenture's restructuring
       costs;

   (2) Accenture will be entitled to file a Supplemental Cost
       Claim in the amount of any Accenture Restructuring Costs,
       limited to $100,000 per annum, which will be treated as a
       general unsecured prepetition claim for all purposes;

   (3) Accenture will have no claim for cure payments in
       connection with the assumption of the Outsourcing
       Agreement pursuant to Section 365 of the Bankruptcy Code
       or otherwise, except for the Allowed Accenture Claim, any
       Supplemental Cost Claim and any Allowed Administrative
       Expense Claim due and payable to Accenture under the
       Outsourcing Agreement for services performed during the
       Debtors' Chapter 11 cases; and

   (4) The parties will mutually release each other from any
       other claims arising out of the Agreements, up to and
       including the Effective Date.

The Debtors have determined that the release provisions under the
Restructuring Agreement are amply justified because the economic
concessions granted by Accenture under the revised Outsourcing
Agreements greatly exceed the value, if any, of any potential
claims that they may hold against Accenture.

"The Restructuring Agreement provides the terms on which the
Debtors will receive certain license rights to valuable
intellectual property developed under the Consulting Agreement,
which intellectual property is absolutely critical for the
Debtors to continue operating their business," Mr. Ivester says.

A copy of the Restructuring Agreement and a list of the Accenture
Agreements are available for free at:

  http://bankrupt.com/misc/restructuring&accentureagreements.pdf

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


JAMES DILLON: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: James Daniel Dillon, Jr. & Brenda Linyard Dillon
         4032 Vaughan Town Court
         Virginia Beach, Virginia 23457

Bankruptcy Case No.: 05-72565

Type of Business: The Debtors previously filed for chapter 11
                  protection on May 30, 1997 (Bankr. E.D. Va.
                  Case No. 97-24102).

Chapter 11 Petition Date: May 4, 2005

Court: Eastern District of Virginia (Norfolk)

Judge: David H. Adams

Debtor's Counsel: Tom C. Smith, Esq.
                  Law Offices of Tom C. Smith
                  1600 Virginia Beach Boulevard
                  Virginia Beach, VA 23454-4631
                  Tel: (757) 428-3481
                  Fax: (757) 491-6174

Total Assets: $1,117,005

Total Debts:  $1,315,778

Debtor's 12 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Federal withholding       $144,000
P.O. Box 7704                 taxes
San Francisco, CA 941207704

Good Smaritan Hospital        Medical practice          $142,658
720 South Seventh Street      loan
Vincennes, IN 47591

First American Bank           Medical practice           $88,000
P. O. Box 1669                loan
Vincennes, IN 47591

Sandra L. Dillon              Spousal Support            $75,200
c/o Ann K. Crenshaw           arrears
2101 Parks Avenue
Virginia Beach, VA 23451

South Trust Bank              2004 Nissan Quest          $33,482
P.O. Box 830176               Value of security:
Birmingham, AL 352830716      $29,000

Internal Revenue Service      Income taxes               $30,126
P.O. Box 7704
San Francisco, CA 941207704

First Federal                 Credit card                $19,370
P.O. Box 77042
Madison, WI 537071042

Doctors Medical Center        Condo fees                 $16,051
Assoc.
c/o Solodar and Solodar
11504 Allecingie Parkway
Richmond, VA 23235

Virginia Department of        Virginia State              $8,678
Taxation                      taxes
P.O. Box 760
Richmond, VA 232180760

MBNA America                  Credit card                 $7,674
P.O. Box 15019
Wilmington, DE 198505019

MBNA                          Credit card                 $2,104
P.O. Box 15019
Wilmington, DE 198865019

Patrick Speidel               Medical malpractice             $1
c/o Paul Black                claim
25 North West Riverside Drive
Evansville, IN 477061287


KAISER ALUMINUM: Can Assume Plate Finishing Agreement
-----------------------------------------------------
Kaiser Aluminum & Chemical Corporation sought and obtained the
U.S. Bankruptcy Court for the District of Delaware's approval to
assume its Plate Finishing Agreement with Spur Industries, Inc.
dated July 15, 1998, pursuant to Section 365 of the Bankruptcy
Code.  Under the Plate Finishing Agreement, Spur Industries will
finish KACC-furnished aluminum plate at a plant owned by Spur
Industries near the Debtors' Trentwood, Washington, Plant.

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)


KERR GROUP: $445 Million Berry Sale Prompts S&P to Revise Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on the ratings of Kerr Group Inc. to negative from
developing.  The 'BB-' corporate credit and secured bank loan
ratings were originally placed on CreditWatch with developing
implications on March 30, 2005, following senior management's
public confirmation of trade press reports that majority owner,
Fremont Capital Partners was exploring a sale of the company.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Berry Plastics Corp., a 100%-owned operating
subsidiary of BPC Holding Corp.

"The rating actions follow the announcement by Berry that it has
entered into a definitive agreement to acquire Kerr for $445
million, including repayment of existing indebtedness," said
Standard & Poor's credit analyst Liley Mehta.

The acquisition will be funded with additional senior secured debt
and is expected to close in the second quarter of 2005, subject to
customary closing conditions.  Lancaster, Pennsylvania-based Kerr
has about $186 million of total debt outstanding, and Evansville,
Indiana-based Berry had total debt outstanding of about $698
million at Jan. 1, 2005.

The ratings affirmation on Berry incorporates its fair business
profile with large market shares in its niche segments, and a very
aggressive financial profile.  Acquisitions have been an integral
part of Berry's growth strategy, and the company has maintained a
good track record of integrating acquisitions.  With pro forma
sales of about $1.2 billion, the acquisition is expected to
further strengthen Berry's market position in closures, broaden
its product mix with vials, bottles and tubes, and provide cross-
selling opportunities across products and end markets.

The combined operations are expected to benefit from well-
established customer relationships, relatively recession-resistant
end markets including dairy, food, beverage, health care and other
consumer products, and attractive operating profitability.  At
Jan. 1, 2005, Berry had total debt (adjusted for capitalized
operating leases) to EBITDA of 4.6x, and the company is expected
to remain very aggressively leveraged with pro forma debt leverage
less than 5.5x.

Standard & Poor's would expect to resolve the CreditWatch listing
once the transaction is closed, at which time the corporate credit
rating and bank loan rating on Kerr would be withdrawn.

Kerr, with about $375 million in annual sales, is a domestic
producer of closures for the health care and food and beverage
segments; pharmaceutical bottles; and prescription vials.  With
annual sales of about $814 million, privately held Berry is a
leading manufacturer and supplier of rigid plastic injection-
molded and thermoformed open-top containers, aerosol overcaps,
closures, drinking cups, and housewares.


LYONDELL CHEM: Fitch Revises Low-B Ratings' Outlook to Positive
---------------------------------------------------------------
Fitch Ratings has affirmed Lyondell Chemical Company's senior
secured credit facility rating at 'B+', Lyondell's senior secured
notes at 'B+', and Lyondell's senior subordinated notes at 'B-'.
Fitch has also affirmed the 'B+' rating on Equistar Chemicals
L.P.'s senior secured credit facility, and the 'B-' rating on
Equistar's senior unsecured notes.  The Rating Outlook has been
revised to Positive from Stable for both Lyondell and Equistar.

At the same time, Fitch has affirmed Millennium Chemicals Inc.'s
convertible senior unsecured debentures rating at 'B+' as well as
Millennium America Inc.'s senior secured credit facility rating at
'BB-' and its senior unsecured notes at 'B+'.  The Rating Outlook
remains Stable.

The Positive Rating Outlook for Lyondell and Equistar reflects the
improvement in operating earnings and strong margin expansion for
olefins and polyolefins businesses along with a more moderate
margin increase in propylene and propylene related products.  In
addition, Lyondell's debt reduction efforts are underway and are
expected to continue as the cyclical recovery gains momentum.  The
companies' credit profile will benefit from further debt reduction
at Lyondell and as a result the ratings could move higher in the
near term.  Barring any drastic spike in natural gas and crude oil
or significant decline in demand, operating profits should
continue to favorably trend higher as market conditions remain
tight and operating rates stay in the mid-to-low 90s.

The rating affirmation for Lyondell is supported by its diverse
product mix, a more stable core business in PO and related
products, broad geographical reach and full integration through
investments in Lyondell Citgo-Refinery and wholly owned
subsidiaries.  Additionally, Lyondell has had strong access to
capital markets.  The ratings also incorporate the company's
sufficient liquidity, substantial debt level, high dividends, and
exposure to volatile raw materials derived from crude oil and
natural gas.

The rating affirmation for Equistar is supported by a substantial
improvement in cash generation driven by a cyclical recovery in
the chemical sector, margin expansion and ample liquidity.  The
ratings incorporate Equistar's product offerings of ethylene,
ethylene derivatives and co-products, its significant earnings
leverage as well as its exposure to unstable energy prices.
Equistar's ratings however are limited by Lyondell's strong access
to its cash flow.  Equistar distributed a total of $315 million to
its partners in 2004; Lyondell owns 70.5 % directly and 29.5%
indirectly through Millennium.  No distributions were made in the
first quarter of 2005.

The rating affirmation for Millennium is supported by its business
portfolio, market positions in North America and Europe, 29.5%
equity interest in Equistar, and earnings leverage during the peak
of the chemical cycle.  The ratings also consider the cyclical
nature of its commodity products and Lyondell's ownership of the
company.  Concerns include temporary margin pressure as the
company realizes price increases for its products and future cash
outflows for distributions to Lyondell. Currently, Millennium can
not declare dividends to Lyondell due to certain restrictions in
its existing bond indentures.  Fitch expects Millennium will be
able to declare material dividends to Lyondell in 2006 as a result
of improvement in net earnings and increased distributions from
Equistar over the next nine to 18 months.

The Stable Rating Outlook for Millennium reflects the improvement
in Millennium's acetyls and specialty chemicals businesses and the
strengthening of supply demand fundamentals for TiO2.  The
petrochemical and titanium dioxide industries are realizing higher
operating rates, tightening of supply demand fundamentals, which
have enabled producers to increase prices.  Margin expansion
occurred in 2004 and is expected to continue in 2005 as market
fundamentals strengthen.

Lyondell and subsidiaries had total balance sheet debt of $7.64
billion at March 31, 2005.  Total balance sheet debt decreased by
approximately $220 million during the first quarter.  An
additional $300 million in debt reduction was to be completed on
May 2, 2005.  In sum, Lyondell has called a total of $800 million
of its debt since resuming its debt reduction plan in August 2004.
Debt reduction has been primarily funded by strong joint venture
distributions from LCR and Equistar.  For the 12-months ending
March 31, 2005, Lyondell and subsidiaries generated $996 million
of EBITDA on $9.31 billion in sales.  On an adjusted basis, EBITDA
including joint ventures distributions was $1.54 billion for the
same period.  For the 12-months ending March 31, 2005, Lyondell
and subsidiaries had a total debt-to-adjusted EBITDA of 5.0 times
and total adjusted debt-to-EBITDAR, incorporating gross rent and
accounts receivable program balance, of 5.1x.  Lyondell and
subsidiaries' adjusted EBITDA-to-interest incurred for the same
period was 3.0x with EBITDAR to interest incurred plus rental
expense of 2.8x.

Lyondell holds leading global positions in propylene oxide and
derivatives, plus TiO2, as well as leading North American
positions in ethylene, propylene, polyethylene, aromatics, acetic
acid and vinyl acetate monomer.  The company benefits from strong
technology positions and barriers to entry in its major product
lines. Lyondell owns 100% of Equistar; 70.5% directly and 29.5%
indirectly through its wholly owned subsidiary Millennium.  It
also owns 58.75% of LCR, a highly complex petroleum refinery that
benefits from a long-term, fixed-margin crude supply agreement. In
2004, Lyondell and subsidiaries generated $394 million of EBITDA
on $5.97 billion in sales.  Adjusted EBITDA, including joint
venture distributions, was $913 million for the same period.  In
2004, Lyondell and subsidiaries' financial results included one
month of 100% Millennium and Equistar, with the remaining 11
months of Equistar's results reported as equity income from
affiliates.


MADISON PARK: Moody's Places Ba2 Rating on $19 Mil. Class E Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned ratings of:

   * Aaa to the U.S. $305,000,000 Class A Variable Funding
     Floating Rate Notes Due 2019;

   * Aaa to the U.S. $150,000,000 Class A Term Floating Rate Notes
     Due 2019;

   * Aa2 to the U.S. $35,000,000 Class B Floating Rate Notes Due
     2019;

   * A2 to the U.S. $33,000,000 Class C Deferrable Floating Rate
     Notes Due 2019;

   * Baa2 to the U.S. $22,000,000 Class D Deferrable Floating Rate
     Notes Due 2019; and

   * Ba2 to the U.S. $19,000,000 Class E Deferrable Floating Rate
     Notes due 2019 issued by Madison Park Funding I, Ltd.

Moody's also assigned a principal only Baa2 rating to the U.S.
$15,000,000 Class X Combination Notes Due 2019.

The Notes issued by Madison Park Funding I, Ltd. are secured
primarily by a portfolio of senior secured bank loans to non-
investment grade entities and high yield debt securities issued by
non-investment grade entities.

According to Moody's, the ratings of the Notes are based primarily
on the expected loss posed to noteholders relative to the promise
of receiving the present value of such payments. Moody's also
analyzed the risk of diminishment of cash flows from the
underlying portfolio of corporate debt due to defaults, the
characteristics of these assets and the transaction's legal
structure.

The rating assigned to the Class X Combination Notes addresses the
ultimate cash receipt of principal from the Class X Combination
Note Rated Balance as provided by the Class X Combination Notes'
governing documents, and is based on the expected loss posed to
holders relative to the promise of receiving the present value of
such payments.

CSFB Alternative Capital, Inc. will serve as Collateral Manager
for the Issuer.


MAGIC LANTERN: Faces Possible Stock Delisting from AMEX
-------------------------------------------------------
Magic Lantern Group, Inc. (AMEX: GML) received notice from The
American Stock Exchange indicating that MLG has failed to satisfy
certain continued listing standards.

Specifically, MLG is not in compliance with:

    (1) Section 1003(a)(i) of the AMEX Company Guide, in that
        MLG's stockholders' equity is less than $2 million and it
        has sustained losses from continuing operations and/or net
        losses in two of the three most recent fiscal years;

    (2) Section 1003(a)(ii) of the AMEX Company Guide, in that
        MLG's stockholders' equity is less than $4 million and it
        has sustained losses from continuing operations and/or net
        losses in three of the four most recent fiscal years;

    (3) Section 1003(a)(iii) of the AMEX Company Guide, in that
        MLG's stockholders' equity is less than $6 million and it
        has sustained losses from continuing operations and/or net
        losses in the five most recent fiscal years; and

    (4) Section 1003(a)(iv) of the AMEX Company Guide, in that MLG
        has sustained losses that are so substantial in relation
        to overall operations or existing financial resources, or
        financial condition has become so impaired that it appears
        questionable, in the opinion of AMEX, as to whether or not
        MLG will be able to continue operations and/or meet its
        obligations as they mature.

In addition, AMEX noted that MLG is not in compliance with Section
301 of the AMEX Company Guide in that it failed to make a timely
application to list additional shares of its common stock and it
issued shares of common stock without first obtaining AMEX's
approval.

In order to maintain its AMEX listing, MLG must submit a plan by
May 31, 2005, advising AMEX of the actions it has taken, or will
take, that would bring it into compliance with the applicable
listing standards within 18 months of the receipt of the AMEX
notification letter.  If AMEX accepts MLG's plan it may be able to
continue its listing during the plan period of up to 18 months,
during which time MLG will be subject to periodic review to
determine if it is making progress consistent with the plan.  If
MLG is not in compliance with the continued listing standards at
the end of the 18-month plan period, or it does not make progress
consistent with the plan during the plan period, AMEX staff will
initiate delisting proceedings as appropriate.  If MLG does not
submit a plan, or if it submits a plan that is not accepted, MLG
may be subject to delisting proceedings.

MLG must contact AMEX no later than May 13, 2005, to confirm
receipt of the notification letter and indicate whether it intends
to submit a plan.  MLG intends to submit a compliance plan to AMEX
by May 31, 2005.  There is no guarantee that MLG's plan will be
completed, timely filed or accepted by AMEX.

MLG's common stock continues to trade on AMEX.

                        About the Company

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

                        *     *     *

                     Going Concern Doubt

As previously reported in the Troubled Company reporter on May 5,
2005, Schwartz Levitsky Feldman LLP, raised substantial doubt
about Magic Lantern Group, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended Dec. 31, 2004.  The auditing firm points to
the Company's significant recurring losses, working capital
deficiency, and lack of long-term financing.  Mahoney Cohen  &
Company CPA, P.C., expressed similar doubts when they audited the
Magic Lantern's 2003 financial statements.

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


MARATHON CLO: Moody's Places Ba2 Rating on $8 Mil. Class E Notes
----------------------------------------------------------------
Moodys assigned these ratings to five Classes of Notes issued by
Marathon CLO I Ltd. and Marathon CLO I Corp.:

   * Aaa to U.S. $221,000,000 Class A-1 Floating Rate Senior
     Secured Notes Due 2019;

   * Aaa to U.S. $30,000,000 Class A-2 Floating Rate Senior
     Secured Revolving Notes Due 2019;

   * Aa2 to U.S. $8,100,000 Class B Floating Rate Senior Secured
     Notes Due 2019;

   * A2 to U.S. $19,200,000 Class C Floating Rate Deferrable
     Interest Notes due 2019;

   * Baa2 to U.S. $19,000,000 Class D Floating Rate Deferrable
     Interest Notes Due 2019; and

   * Ba2 to U.S. $8,000,000 Class E Floating Rate Deferrable
     Interest Notes Due 2019.

Moody's ratings reflect the quality of the collateral pool, the
enhancement afforded the senior classes by the capital structure,
the legal documentation of the transaction, and its review of the
collateral manager's prior experience and capacity to manage the
portfolio.  MARATHON CLO I is managed by Marathon Asset Management
LLC and is backed primarily by senior secured loans.


MARKWEST ENERGY: Restating Financials & Filing Form 10-K by May 31
------------------------------------------------------------------
MarkWest Energy Partners, L.P., (Amex: MWE) determined that
previously issued financial statements for the years 2002 and 2003
and the first three quarters of 2003 and 2004 should be restated
to reflect compensation expense for the sale of subordinated
Partnership units and interests in the Partnership's General
Partner to certain directors and officers of the Partnership's
parent company, MarkWest Hydrocarbon, Inc. (Amex: MWP) from 2002
through 2004.

MarkWest Hydrocarbon had historically recorded its sale of the
subordinated Partnership units and interests in the General
Partner to certain of MarkWest Hydrocarbon's directors and
officers as a sale of an asset.  However, MarkWest Hydrocarbon
recently determined that these Transactions should be accounted
for as compensatory arrangements, consistent with the guidance in
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees", which requires MarkWest Hydrocarbon to
record compensation expense based on the market value of the
subordinated Partnership units and of the General Partner
interests held by the officers and directors, at the end of each
reporting period.  As a consequence, on April 15, 2005, MarkWest
Hydrocarbon said it would be required to restate its financial
information for previous years to reflect compensation expense for
these Transactions.

In the process of determining the ultimate accounting treatment
for these Transactions, a conclusion was reached by the
Partnership that the compensation expense related to services
provided by MarkWest Hydrocarbon's directors and officers
recognized under APB 25 should be allocated to the Partnership
pursuant to Staff Accounting Bulletin 1-B, Allocation of Expenses
And Related Disclosure In Financial Statements of Subsidiaries,
Divisions Or Lesser Business Components of Another Entity.  This
conclusion requires that the Partnership restate its financial
statements for the years ended December 31, 2002, 2003 and the
first three quarters of 2003 and 2004.  The compensation expense
affects previously reported earnings for these periods; however,
the charge is a non-cash item that did not affect management's
determination of the Partnership's distributable cash flow for any
period, and did not affect net income attributed to the limited
partners.

As a consequence, the previously issued financial statements for
2002 and 2003 and the first three quarters of 2003 and 2004
contained in the Partnership's previously filed Annual Reports on
Form 10-K and Quarterly Reports on Form 10-Q should no longer be
relied upon.  The Partnership plans to restate its financial
statements as of December 31, 2003 and for the years ended
December 31, 2003 and December 31, 2002 to reflect the
compensation expense adjustments discussed above in connection
with filing its Annual Report on Form 10-K for the year ended
December 31, 2004.  This Form 10-K will also include the financial
statements for 2004.  The Partnership also intends to file
Forms 10-Q/A for the first three quarters of 2004 to restate its
quarterly financial information for 2003 and 2004.

The Partnership expects, based on current facts and circumstances,
to complete its 2004 Form 10-K and the restated financial
statements for the above noted periods and to file them
concurrently with its Quarterly Report on Form 10-Q for the first
quarter of 2005, by May 31, 2005.

                          AMEX Extension

The Company received an extension, to May 31, 2005, from the
American Stock Exchange for the Partnership to regain compliance
with the exchange requirements by filing its 2004 Annual Report on
Form 10-K.  The Partnership had previously received a warning
letter from Amex, dated April 5, 2005, advising the Partnership
that it was not in compliance with the Amex requirements for
failure to file with the Securities and Exchange Commission its
Annual Report on Form 10-K for year ended December 31, 2004 by the
prescribed filing deadline.

                 Waiver Extensions for Bank Loan

On April 29, 2005, the Company received an extension of the waiver
of the covenant contained in its Credit Agreement requiring that
the Partnership deliver its audited financial statements to the
Lenders by March 31, 2005.  The Partnership had previously been
granted a waiver of the covenant through April 30, 2005.  The
previously granted waiver has now been extended to June 30, 2005.

MarkWest Energy Partners, L.P., is a publicly traded master
limited partnership with a solid core of midstream assets and a
growing core of gas transmission assets.  It is the largest
processor of natural gas in the Northeast and is the largest gas
gatherer of natural gas in the prolific Carthage field in east
Texas.  It also has a growing number of other gas gathering and
intrastate gas transmission assets in the Southwest, primarily in
Texas and Oklahoma.


MERRY-GO-ROUND: Trustee Extends Office Lease for Six More Months
----------------------------------------------------------------
Deborah H. Devan, the Chapter 7 trustee overseeing the liquidation
of Merry-Go-Round Enterprises, Inc., and its debtor-affiliates,
tells the U.S. Bankruptcy Court for the District of Maryland that
she "hopes to complete the administration of the estate prior to
January 31, 2006" -- meaning money may flow to unsecured creditors
from this high-profile 1994 retail bankruptcy case.  Until all
"pending preference law suits, claims objections and the final
distribution to creditors" can be wrapped-up, Ms. Devan says
she'll need to continue renting her office in the Sterling Bank &
Trust building located at 111 Water Street in Baltimore.  The
rental rate for the Office Space is $3,080 per month.  Ms. Devan
has an option to renew the lease for 6 additional months, through
July 31, 2006.

To date, Ms. Devan has collected more than $270 million for the
benefit of Merry-Go-Round's creditors.  All allowed chapter 11
administrative claims (some 2,500 claims totaling $21.4 million)
have been paid in full and Ms. Devan has made a 30% distribution
to general unsecured creditors.  Following that distribution, Ms.
Devan sat on approximately $37 million of cash.

Merry-Go-Round filed chapter 11 bankruptcy protection in 1994
(Bankr. Md. Case No. 94-5-0161-SD).  Following a couple of failed
attempts to find its place on the retail landscape, the case
converted to a chapter 7 liquidation in early 1996.  Since that
time, Ms. Devan has worked on winding-up the Debtors' estates.

Cynthia L. Leppert, Esq., and Jason N. St. John Esq., at
Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., in Baltimore
represent Ms. Devan.


METRIS COMPANIES: Makes $150 Million Prepayment on Term Loan
------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) made an optional prepayment of
$150 million on its senior secured credit agreement, which was due
May 2007.  Metris also paid a call premium of 4% of the principal
amount prepaid, or $6 million, plus accrued interest of
approximately $210,000, to the holders of the notes.  With this
prepayment, the original $300 million term loan has now been paid
in full.

"We were able to entirely prepay this credit agreement within one
year of its issuance, without accessing the corporate capital
markets to do so," said Metris Treasurer Scott Fjellman.  "This
latest prepayment leaves us with only $100 million of unsecured
corporate debt outstanding, which has a fixed rate of 10.125% and
is due in July 2006. Our goal is to prepay all of that debt by
year-end 2005."

                      About the Company

Metris Companies Inc. (NYSE:MXT), based in Minnetonka, Minn, is
one of the largest bankcard issuers in the United States.  The
Company issues credit cards through Direct Merchants Credit Card
Bank, N.A., a wholly owned subsidiary headquartered in Phoenix,
Ariz. For more information, visit http://www.metriscompanies.com/
or http://www.directmerchantsbank.com/

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 15, 2005,
Moody's Investors Service raised the ratings of Metris Companies,
Inc. (senior unsecured to B3 from Caa2) and its bank subsidiary
Direct Merchants Credit Card Bank NA (issuer to Ba3 from B1).  The
rating outlook is stable.  The rating agency said the upgrade
reflects the improvements in Metris's asset quality. These
improvements have led to positive earnings at the company as well
as the release of trapped cash from its securitization conduits,
and have also bolstered ABS investor confidence, giving the
company improved access to the securitization market and greater
funding flexibility.  The ratings action concludes a ratings
review begun on January 13, 2005.

These ratings were upgraded:

Metris Companies Inc.:

   * the rating for the senior unsecured notes due July 2006 to B3
     from Caa2.

Direct Merchants Credit Card Bank, N.A.:

   * the rating of the bank for long-term deposits to Ba2 from
     Ba3;

   * the issuerrating and rating for other senior long-term
     obligations to  Ba3 from B1; and

   * the financial strength rating to D from D-.


MICRO COMPONENT: Laurus Master Provides $2.5M Additional Financing
------------------------------------------------------------------
Micro Component Technology, Inc. (OTCBB:MCTI) received
$2.5 million in additional financing from Laurus Master Fund,
Ltd., a New York City-based institutional fund that specializes in
providing asset-based financing to growing, public companies.

Pursuant to this financing, Laurus is providing the Company with
$2.5 million on a long-term convertible note, convertible into
shares of the company's stock at $0.23 per share, the three-day
average closing price prior to the closing of the transaction.
The long-term convertible note will be repaid by the Company over
the three-year term of the agreement, with payments beginning in
November of 2005.  The note and the prior financing with Laurus is
secured by all of the assets of the Company.  In connection with
the execution of this note, the Company issued Laurus an option to
purchase 2,566,651 shares of the Company's common stock at an
exercise price of $0.01 per share.

MCT's Chief Executive Officer, Roger E. Gower, commented, "This
additional financing with Laurus, together with our recent actions
to eliminate approximately $1.5 million of annual expense, affords
us the needed liquidity to meet our financial needs in these
difficult markets, and to pursue recent customer opportunities
associated with our Strip Solution product family."

                     About the Company

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

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


MIIX GROUP: Committee Taps Lowenstein Sandler as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of MIIX Group Inc.,
and its debtor-affiliates, sought and obtained permission from the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Lowenstein Sandler PC as its counsel, nunc pro tunc to
Jan. 6, 2005.

Lowenstein Sandler is expected to:

   a) provide legal advice to the Committee with respect to its
      powers and duties as an official committee appointed under
      Section 1102 of the Bankruptcy Code;

   b) provide legal advice to the Committee with respect to the
      process for approving a proposed disclosure statement and
      confirming a plan of reorganization;

   c) prepare on behalf of the Committee, applications, motions,
      complaints, answers, orders, agreements and other legal
      papers;

   d) appear in Court to present necessary motions, applications,
      and pleadings, and  protect the interests of those
      represented by the Committee;

   e) perform other legal services that may be required and in the
      interest of the Committee.

Kenneth A. Rosen, Esq., a director at Lowenstein Sandler, is the
lead attorney for the Committee.  Mr. Rosen discloses that the
Firm did not receive a retainer for its representation of the
Committee.

Mr. Rosen reports Lowenstein Sandler professionals bill:

    Designation             Hourly Rate
    -----------             -----------
    Counsel                 $160 - 575
    Legal Assistant           75 - 150

The attorneys primarily responsible for handling this case will be
billed per hour as:

                Counsel          Hourly Rate
           ----------------      -----------
           Kenneth A. Rosen         $525
           John K. Sherwood          395
           Peter J. D'Auria          250

Lowenstein Sandler assures the Court that it does not represent
any interest adverse to the Committee, the Debtors or the Debtors'
estate.

Headquartered in Lawrenceville, New Jersey, The MIIX Group, Inc.,
provides management services to medical malpractice insurance
companies.  The Company along with its debtor-affiliate filed for
chapter 11 protection on Dec. 20, 2004 (Bankr. D. Del. Case No.
04-13588).  Andrew J. Flame, Esq., at Drinker Biddle & Reath LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets between $10 million and $50 million and debts between
$10 million and $50 million.


MIRANT CORP: Oregon Justice Dept. Holds $250K Allowed Unsec. Claim
------------------------------------------------------------------
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas approves a settlement agreement between Mirant
Corporation and its debtor-affiliates and the Oregon Department of
Justice, which resolves three claims filed by the Department of
Justice:

     * Claim No. 7047 against Mirant Corporation;

     * Claim No. 7048 against Mirant Americas Energy Marketing
       Investments, Inc.; and

     * Claim No. 7049 against Mirant Americas Retail Energy
       Marketing, LP.

The Claims seek injunctive and monetary relief in an
"undetermined" amount for alleged improper conduct by Mirant with
respect to wholesale electricity transactions.  The Justice
Department alleges that Mirant violated the Oregon Antitrust Act,
ORS 646.705 et seq., the Oregon Racketeer Influenced and Corrupt
Organizations Act, ORS 166.715 et seq., the Oregon Unlawful Trade
Practices Act, ORS 646.605 et seq., federal antitrust, mail and
wire fraud statutes (15 U.S.C. Section 1 et seq. and 18 U.S.C.
Sections 1341 et seq.), and committed fraud and conversion.  The
Justice Department asserts that Mirant engaged in energy trading
schemes that manipulated the Western markets and artificially
increased the cost of electricity for Oregon consumers.

The Debtors sought disallowance of the Claims, asserting that
certain of the Claims are preempted by the Federal Power Act's
broad grant of power over the field of wholesale electricity
transactions to the Federal Energy Regulatory Commission, barred
by the filed rate doctrine, barred by Oregon state law and should
be disallowed for insufficient documentation.

The Debtors commenced negotiations with the Justice Department to
reach a compromise that would benefit the Debtors' estates and
avoid further litigation concerning the Claims.

The salient terms of the Settlement Agreement include:

    -- In satisfaction of all of the Claims, the Oregon
       Department of Justice will receive an allowed,
       prepetition, general unsecured claim against MAEM for
       $250,000; and

    -- The Department agrees that the Allowed Claim is in full
       and final satisfaction of the Claims and that it will have
       no other claim, except for the Allowed Claim, against any
       Debtor.

The Settlement Agreement is the product of extensive, arm's-
length, good faith negotiations between the Debtors and the
Justice Department.

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


MIRANT CORP: Beal Savings Wants Disclosure Statement Amended
------------------------------------------------------------
Beal Savings Bank holds pass-through certificates with outstanding
principal in the amount of $69.7 million, issued in relation to
the financing of the acquisition and leasing of two electric
generating facilities in Montgomery County and Charles County,
Maryland, to Mirant Mid-Atlantic, LLC.

Beal Savings Bank asserts that Mirant Corporation and its debtor-
affiliates' Disclosure Statement should be revised and simplified
to provide:

   * A clear statement that MirMA has sufficiency cash to pay in
     full, with interest, all of its legitimate unsecured claims
     whether it assumed or rejects the Leases;

   * A clear statement explaining that by voting for the plan,
     MirMA's creditors would be agreeing to accept, instead of
     cash payment in full at confirmation;

     (1) an unsecured promise to pay 90% of their claims --
         without payment of accrued post-petition interest --
         made by a new holding company that will own stock in a
         multitude of companies of varying financial strength as
         in MirMA; and

     (2) stock in the reorganized Mirant Corporation equal to 10%
         of the amount of their claims -- again excluding
         postpetition interest -- which stock will have a
         priority junior to all other stakeholders of the
         reorganized Mirant-group entities;

   * Disclosure of the Debtors' intentions as to the MirMA
     Leases, and the impact of the Court's March 30, 2005 ruling
     dismissing MirMA's Recharacterization Claim;

   * In the alternative, if MirMA contends that it does reserve
     the right to reject the Morgantown and Dickerson Leases,
     disclosure must be made of the effects the rejection would
     have on the terms of the Plan and feasibility.  That
     disclosure should include MirMA pro forma financials --
     including, without limitation, cash flows -- for both the
     lease assumption and lease rejection scenarios;

   * A description of the litigation history and status of the
     recharacterization litigation current through the date if
     dissemination of the Disclosure Statement, as well as the
     Debtors' intentions going forward; and

   * A statement that absent an amendment to the Plan to clarify
     that MirMA will assume the Leases in toto and cure all
     defaults, the Owner Lessors have indicated their intention
     to object to confirmation of the Plan.

The Plan does not state what will happen to the Leases -- whether
they will be assumed, rejected or recharacterized, but rather
holds out the possibility of any of the three.  The Plan fails to
state what treatment awaits under any of these three
possibilities.

The Plan provides that if the Court grants recharacterization of
the Leases, the Lessor Defendants would be deemed to hold a
secured loan.  The Plan provides no information whatsoever about
the terms of the notes, including critical information as term,
amount, covenants, collateral, and interest rate.

If the Debtors intend to assume the Leases, the Plan must state
what will be assumed.  No information is also provided as to what
agreements will be rejected.

Until the Debtors specify the proposed treatment to be afforded
the Leases, the Plan is unconfirmable and the Disclosure
Statement should not be approved.

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


MSX INT'L: Moody's Junks $130M Senior Subordinated Notes
--------------------------------------------------------
Moody's Investors Service downgraded all the credit ratings of MSX
International, Inc. (MSX International), the parent holding
company, and MSX International Limited (MSX Limited), a wholly
owned UK operating subsidiary.  The downgrade reflects consistent
declines in revenue from its large original equipment manufacturer
customers and the expectation for continued weak demand, pricing
pressure and minimal free cash flows from operations.  Despite
significant reductions in its cost structure in the last few
years, the negative outlook anticipates that the company will
struggle to maintain existing profitability levels.

Moody's downgraded these ratings of MSX International:

   * $65 million 11% senior secured second lien notes due 2007,
     downgraded from B2 to B3;

   * $130 million 11.375% senior subordinated notes due 2008,
     downgraded from Caa1 to Ca;

   * Senior Implied, downgraded from B2 to B3;

   * Senior unsecured issuer rating, downgraded from B3 to Ca.

Moody's downgraded these ratings of MSX Limited:

   * $10 million 11% senior secured second lien notes due 2007,
     downgraded from B2 to B3;

The rating outlook is negative.

The ratings downgrade reflects continued negative trends in each
of the company's business lines.  The company's revenues have
declined in each of the last four years, with revenues from
continuing operations declining from about $900 million in 2000 to
about $557 million in 2004.  Revenues were down 9% in 2003 and 10%
in 2004.  A majority of sales are to the automotive sector, with
Ford, Daimler Chrysler, Fiat and General Motors, comprising 65% of
2004 revenues.  About 38% of 2004 revenues were generated from
foreign operations.  The company's automotive customer base faces
significant challenges including market share losses, intense
pricing competition and excess capacity in both US and
International markets.

Consolidated revenues in 2004 declined across all three of the
company's business segments.  The human capital services division
(which comprised 34% of 2004 revenues from continuing operations)
experienced the sharpest decline with revenues down 18%,
reflecting reduced demand for engineering, information technology
and technical staffing services.  Staffing volume declines in the
automotive sector reflected continued pressures from auto clients
to reduce costs in response to lower sales volumes.  Engineering
services revenues were adversely impacted by the shutdown of
manufacturing engineering operations in North America.  The
decline in revenues in the business services segment primarily
reflected reduced demand in the company's US and Italian
operations.

The company has taken positive steps to improve its costs
structure in response to the revenue declines.  MSX International
has reduced selling, general and administrative expenses from
continuing operations from $55 million in 2003 to $41 million in
2004, primarily through of staff reductions.  As a result, EBITDA
from continuing operations (excluding restructuring and impairment
charges) improved from $40.7 million in 2003 to $42.6 million in
2004.  EBITDA as a percentage of sales improved from 7% of sales
in 2003 to 8% of sales in 2004.  The company is also in the
process of selling selected non-core engineering and staffing
businesses in Europe.

In addition, the company's short-term liquidity is good.  As of
January 2, 2005, the company had $34.4 million of cash and cash
equivalents ($14.4 million of which was held on behalf of a
vendor) and borrowing base availability of $36.4 million under its
$40 million first lien revolving credit facility (not rated by
Moody's).

The negative ratings outlook anticipates ongoing challenges in the
business environment as the company's major automotive sector
customers continue to seek to reduce costs.  Volume and pricing
pressures in each of the company's business segments are expected
to continue.  Although the company has sought to diversify beyond
its traditional OEM customer base, results to date have been
largely unsuccessful.  Moody's expects further declines in the
company's revenue base and believes it will be difficult for the
company to maintain existing levels of profitability.

The ratings could be downgraded if revenues continue to decline at
the rate of the last few years and lead to lower profitability
levels, negative free cash flows from operations and impaired
liquidity.

The outlook could be raised to stable if the company materially
diversifies beyond its predominantly OEM customer base,
demonstrates revenue growth and generates sustainable free cash
flow from operations to debt that is expected to exceed 5%.

The B3 rating on the senior secured notes of MSX International and
MSX Limited, notched at the senior implied level, reflects the
limited amount of first lien debt outstanding and a second lien on
substantially all of the assets of the company and its domestic
subsidiaries.  The senior secured notes issued by MSX Limited also
reflect a second lien on its accounts receivable.  Payment
obligations are guaranteed jointly and severally by the domestic
subsidiaries of MSX International.  As of January 2, 2005, foreign
non-guarantor subsidiaries comprised about 40% of total assets.

The senior secured second lien notes of MSX International and MSX
Limited are effectively subordinated to borrowings under the
company's senior credit facility, which are secured by a first
lien on substantially all of the assets of the company and its
domestic subsidiaries.  The senior secured notes are structurally
subordinated to the debt and other obligations of non-guarantor
foreign subsidiaries.

The Ca rating on the senior subordinated notes reflects
contractual subordination to a significant amount of debt and
other obligations of MSX International and its domestic
subsidiaries and structural subordination to the obligations of
the company's foreign subsidiaries.  The senior subordinated notes
benefit from a guarantee on a senior subordinated basis by each of
the company's domestic subsidiaries.

The ratio of free cash flow to debt was about 5% in 2004 and is
expected to decline to the 0% - 3% range in 2005.  Lease adjusted
debt to EBITDAR was 6.7 times and EBITDA less capital expenditures
to interest expense was about 1.3 times in 2004.

MSX International, Inc., is a global provider of outsourced
technical business services.  Revenues from continuing operations
for the year ending January 2, 2005 were $557 million.


NEW WORLD BRANDS: Substantial Losses Trigger Going Concern Doubt
----------------------------------------------------------------
New World Brands, Inc. (fka Oak Tree Medical Systems, Inc.)
incurred ongoing substantial losses and used cash from operating
activities in fiscal 2004 and 2005, which raise substantial doubt
about the Company's ability to continue as a going concern.
Auditors at Mahoney Cohen & Company, CPA, P.C., expressed that
doubt when they audited the company's financial statements for the
fiscal year ending May 31, 2004.  Wiss & Company LLP had similar
doubt after auditing the company's 2003 financial statements.

In May 2004 the Company was provided with a capital infusion of
$1,700,000 which allowed it to pay off its existing operating
loan, auto loan, and line of credit. These steps were taken to
improve the liquidity of the Company. The Company is in the final
stages of its business plan and efforts to fund future capital
requirements through the sale of its products.

"Although we believe we can accomplish our business plan, through
product sales over the next three to six months, our future is
contingent upon our sales level reaching a level that will fund
our future operating cash flow requirements.  If we fail to
accomplish our business plan within the next three to six months,
it will have an adverse impact on the Company's liquidity,
financial position and future operations. At the current time we
are not looking at future funding requirements to provide credit
support for our operations," the company warns in its quarterly
report delivered to the Securities and Exchange Commission on
April 15, 2005.

New World Brands, Inc. (fka Oak Tree Medical Systems, Inc.) holds
the exclusive rights to import wine from Vinicola L.A. Cetto, S.A.
de C.V. into the United States.  The Company has established
arrangements for distribution of its products with major wine and
spirits wholesale distributors from New York to California.  The
Company was to go to market in the fall of 2004 with its new line
of Norm's Ready to Drink Cocktails.


NORANDA INC: Increasing Falconbridge Equity Stake to 90.8%
----------------------------------------------------------
Noranda Inc. (TSX:NRD.LV)(NYSE:NRD) and Falconbridge Limited
(TSX:FL) reported the results of the offer to acquire the common
shares of Falconbridge not already owned by Noranda, the second
step of an all-encompassing plan to combine Noranda and
Falconbridge and create one of North America's leading base-metals
companies.

Noranda confirmed that 58,476,589 Falconbridge common shares were
validly deposited under the Offer, representing 78% of the shares
held by minority shareholders.  Noranda confirmed that all
conditions to the Offer have been met and that it will take up all
shares validly deposited, increasing its ownership to 164,235,689,
or approximately 91%, of the outstanding Falconbridge Common
Shares.

      ---------------------------------------------------------------------
                                              Number of   % of Outstanding
                                                 Shares       Falconbridge
                                                             Common Shares
      ---------------------------------------------------------------------
      Noranda ownership before the Offer    105,759,100               58.5
      ---------------------------------------------------------------------
      NORANDA OWNERSHIP AFTER THE OFFER     164,235,689               90.8
      ---------------------------------------------------------------------

"We are excited to have received shareholder approval to proceed
with the merger," said Derek Pannell, Chief Executive Officer of
Noranda.  "The merging of Noranda and Falconbridge creates a
stronger platform upon which to sustain and grow our base-metal
assets. With an attractive pipeline of projects, expanded
operations and a simplified corporate structure,
NorandaFalconbridge is now even better positioned to deliver value
in this strong commodity market."

Under the terms of the Offer dated March 24, 2005, Noranda offered
to purchase all of the outstanding common shares of Falconbridge
not already owned by Noranda or its affiliates on the basis of
1.77 common shares of Noranda for each Falconbridge Common Share.
The Offer expired at 8:00 p.m. (Toronto time) on May 5, 2005.

Fractional Noranda Common Shares will not be issued in connection
with the Offer.  Instead of receiving a fractional Noranda Common
Share, Falconbridge shareholders will receive a cash payment equal
to such fraction multiplied by the closing price of the Noranda
Common Shares on the Toronto Stock Exchange on May 6, 2005.
Payment for fractional Noranda Common Shares issuable under the
Offer will be made by Noranda to the depositary, as agent for the
depositing shareholders, on or before May 11, 2005.  The
depositary will issue and mail share certificates and cheques, as
applicable, as soon as practicable thereafter.  Return of shares
not purchased because of invalid deposit will be made as soon as
practicable.

Noranda intends to proceed to acquire any remaining Common Shares
not tendered to the Offer.  Noranda expects this process to be
completed by the end of August 2005.

Upon final completion of Noranda's combination with Falconbridge,
Brascan will own 74,423,504 common shares of NorandaFalconbridge,
reducing its position to approximately 20%.

                 About Falconbridge Limited

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%).

                       About Noranda Inc.

Noranda -- http://www.noranda.com/-- is a leading copper and
nickel company with investments in fully integrated zinc and
aluminum assets.  The Company's primary focus is the
identification and development of world-class copper and nickel
mining deposits.  It employs 16,000 people at its operations and
offices in 18 countries and is listed on The New York Stock
Exchange and the Toronto Stock Exchange (NRD).

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 11, 2005,
Standard & Poor's Ratings Services changed its CreditWatch
implications on mining companies Noranda, Inc., and its
subsidiary, Falconbridge Ltd. to negative from developing, after
the companies announced their intention to combine the businesses.

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.


NORTH AMERICAN: Eric D. Green Appointed as Worksite List Mediator
-----------------------------------------------------------------
North American Refractories Company and its debtor-affiliates
along with the Official Asbestos Claimants Committee, the legal
representative for future asbestos claimants and Honeywell
International Inc. sought and obtained approval from the U.S.
Bankruptcy Court for the Western District of Pennsylvania of Eric
D. Green's appointment as mediator, nunc pro tunc to Mar. 18,
2005.

Eric D. Green is a professor at Boston University School of Law
and is the founder of Resolutions, LLC.  Mr. Green has previously
served as legal representative for future asbestos and silica
claimants in the cases of Mid-Valley, Inc., Babcock & Wilcox, et.
al among others.

Mr. Green is expected to help finalize the worksite arbitration
rules to be used with the Trust Distribution Procedures.  The
Trust Distribution Procedures provides several ways for trust
claimants to demonstrate compelling evidence of exposure.
Claimants will get a higher recovery if they can demonstrate
exposure based on a Worksite List (a list of sites and associated
dates at which the Trust will presume the presence of asbestos-
containing products).  Mr. Green will help identify the sites to
be included in the Worksite List.

Mr. Green will be paid $11,000 for his participation in a one-day
mediation session.  He will receive $600 per hour for all other
mediation work.

Headquartered in Pittsburgh, Pennsylvania, North American
Refractories Company, filed for chapter 11 protection on January
4, 2002 (Bankr. W.D. Pa. Case No. 02-20198).  Paul M. Singer,
Esq., of Pittsburgh represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed $27,559,000,000 in
assets and $18,634,000,000 in debts.


NORTHWEST AIRLINES: J.H. Showers to Head Labor Relations
--------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) disclosed that Robert A. Brodin,
senior vice president of labor relations, has advised the company
that he intends to retire at the end of this month.

The labor relations function will now report to Mike Becker, who
has been named senior vice president of human resources and labor
relations.  Julie Hagen Showers, vice president of labor
relations, will now assume leadership for labor relations.

Doug Steenland, president and chief executive officer, said, "Bob
Brodin has been a key member of the Northwest management team for
23 years.  Under his leadership, Northwest has fostered a more
open dialogue with its labor unions.  Bob was instrumental in the
development of the Labor Advisory Council, a group of union
leaders who meet with Northwest leaders on a regular basis to
discuss the critical business issues affecting the airline.  We
thank Bob for his many years of dedicated service to Northwest and
wish him well in retirement."

Commenting on Mike Becker, Mr. Steenland said, "Mike Becker has
clearly demonstrated his ability to accept additional executive
responsibilities. Because of the continuing need to speak candidly
with all employees about the realities of our changing business,
it makes logical sense for Northwest to combine the employee-
focused functions of labor relations and human resources under
Mike's leadership."

Mr. Becker will continue to report to Mr. Steenland.

Mr. Steenland added, "Julie Showers' 13 years of labor relations
experience at Northwest has prepared her well for her new
leadership assignment.  Northwest is in negotiations with its
unions on labor cost restructuring agreements that are vital to
the long-term success of the airline.  We know that Julie and her
team will continue to foster a frank and constructive dialogue
with our labor leaders."

Mr. Becker was named senior vice president of human resources in
August 2001.  During his 12 years at Northwest, he also has held
positions as vice president - international and managing director
of corporate human resources. Prior to joining Northwest, Mr.
Becker served for six years in various human resources,
compensation and planning positions with The Dow Chemical Company.
He holds a bachelor's degree in business administration from St.
John's University and a master's degree in human resources and
industrial relations from the University of Minnesota.

Prior to being named vice president of labor relations, Ms.
Showers was vice president of labor relations-flight.  She joined
Northwest Airlines in 1992 as labor counsel.  From 1988 until
1992, Showers practiced law with Robins, Kaplan, Miller & Ciresi.
She earned a bachelor's degree from Stanford University, and
received her law degree cum laude from the University of
Minnesota.

Northwest Airlines is the world's fourth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam,
and approximately 1,600 daily departures. Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks. Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.

                        *     *     *

As reported in the Troubled Company Reporter on May 4, 2005,
Standard & Poor's Ratings Services placed its ratings on Northwest
Airlines Corp. (B/Watch Neg/B-3) and Northwest Airlines Inc.
(B/Watch Neg/--) on CreditWatch with negative implications.
'AAA'-rated bond-insured debt issues were not included in the
review.  Eagan, Minnesotta-based Northwest is the fourth-largest
U.S. airline and has about $14 billion of lease-adjusted total
debt, of which about $9.1 billion is rated.

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


OHIO CASUALTY: Pays $111.7 Mil. Cash to Redeem Convertible Notes
----------------------------------------------------------------
Ohio Casualty Corporation (NASDAQ:OCAS) completed the redemption
of its old 5.00% Convertible Notes due 2022 and its new 5.00%
Convertible Notes due 2022.

Pursuant to the terms of the Indentures between the Company and
HSBC Bank USA dated March 25, 2005 and March 19, 2002, the Company
paid $111.7 million in cash towards redemption of the Notes.  The
Company expects to deliver approximately 1.3 million common shares
to holders who elected to convert their Old Notes.  On or about
June 15, 2005, the Company also expects to deliver cash and any
common shares required by the net share settlement provision of
the New Indenture to holders who elected to convert $10.6 million
in par value of the New Notes.

Separately, the Company repurchased $35.8 million of the Old Notes
on April 29, 2005, in unsolicited negotiated transactions prior to
the redemption date.

                        About the Company

Ohio Casualty Corporation is the holding company of The Ohio
Casualty Insurance Company, which is one of six property-casualty
companies that make up Ohio Casualty Group(R).  The Ohio Casualty
Insurance Company was founded in 1919 and is licensed in 49
states.  Ohio Casualty Group is ranked 48th among U.S.
property/casualty insurance groups based on net premiums written.
Ohio Casualty Corporation trades on the Nasdaq National Market
under the symbol OCAS.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 4, 2005,
Standard & Poor's Ratings Services revised its outlook on Ohio
Casualty Corp. and the members of the Ohio Casualty Insurance Co.
Intercompany Pool to positive from stable.

Standard & Poor's also said that it affirmed its 'BBB'
counterparty credit and financial strength ratings on the members
of OCIP (American Fire & Casualty Co., Ohio Casualty Insurance
Co., Ohio Security Insurance Co., and West American Insurance
Co.).

Also, Standard & Poor's affirmed its 'BB' counterparty credit
rating on Ohio Casualty Corp.


OWENS CORNING: Says Estimating Fibreboard's Liability Not Needed
----------------------------------------------------------------
After a six-day asbestos estimation hearing in January, Judge
Fullam determined that the value of Owens Corning's current and
future asbestos liability is $7 billion thereby resolving one of
the primary issues in the Company's Chapter 11 case.  "We are
hopeful that the estimation of Owens Corning's asbestos liability
will serve as a catalyst for productive settlement discussions
among our creditors," Owens Corning said in its Form 10-Q report
filed with the Securities and Exchange Commission on May 4, 2005.

Michael H. Thaman, Owens Corning's Chairman of the Board and
Chief Financial Officer, notes that Judge Fullam did not issue a
decision as to the asbestos liability of Fibreboard.  "At this
time, it is not clear when or if Judge Fullam will estimate
Fibreboard's asbestos liability.  Furthermore, based on the
reasoning of his decision regarding Owens Corning's liability, it
may not be necessary for him to assign a specific number to
Fibreboard's liability to enable Owens Corning to emerge from
Chapter 11 under either a Consensual or non-Consensual Plan."

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. 107;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Court Sets May 17 Conference on Bondholder Suit
--------------------------------------------------------------
On April 30, 2001, an action was filed against certain of Owens
Corning's current and former directors and officers, as well as
certain underwriters in the United States District Court for the
District of Massachusetts.  The suit, styled as John Hancock Life
Insurance Company, et al. v. Goldman, Sachs & Co., et al.,
purports to be a securities class action on behalf of purchasers
of certain unsecured debt securities of Owens Corning in
offerings occurring on April 30, 1998 and July 23, 1998.

The complaint alleges violations of Sections 11, 12(a)(2) and 15
of the Securities Act of 1933 since the registration statements
pursuant to which the offerings were made:

    -- contained untrue and misleading statements of material
       fact; and

    -- omitted to state material facts.

John Hancock Life Insurance Company, et al., amended the
Complaint on July 5, 2001, seeking an unspecified amount of
damages or, where appropriate, rescission of the plaintiffs'
purchases.

Goldman, Sachs & Co., et al. filed a motion to dismiss the action
on November 20, 2001.  Goldman Sachs' motion was heard on
April 11, 2002.  The District Court denied the request in August
2002.

On March 9, 2004, the District Court granted class certification
as to those claims relating to written representations but denied
certification as to claims relating to alleged oral
representations.  A status conference on the matter is set for
May 17, 2005.

Owens Corning, although not named in the class action suit,
believes that the claim is without merit.

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. 107;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PARMALAT USA: Stremicks Wants Affiliates' Claims Estimated at $0
----------------------------------------------------------------
On July 9, 2004, Parmalat S.p.A. and its affiliates filed claims
against Milk Products of Alabama LLC -- now known as Farmland
Stremicks Sub, L.L.C.:

   Claim Number     Claimant                          Amount
   ------------     --------                          ------
      804           Parmalat S.p.A.             $363,937,810
      884           Archway Cookies L.L.C.           632,005
      829           Parmalat Finance Corp. BV    122,068,472
      824           Parmalat Netherlands BV      144,880,348
      879           Curcastle Corporation NV      72,049,960
      869           Fratelli Strini Costruz.          20,640
                    Meccaniche S.r.L.
      848           Centro Latte S.r.L.         Undetermined
      845           Coloniale S.p.A.            Undetermined
      842           Contal S.r.L.               Undetermined
      839           Dairies Holding             Undetermined
                    International BV
      836           Eliair S.r.L.               Undetermined
      833           Eurolat S.p.A.              Undetermined
      868           Geslat S.r.L.               Undetermined
      862           HIT International S.p.A.    Undetermined
      865           HIT S.p.A.                  Undetermined
      859           Lactis S.p.A.               Undetermined
      874           Parmalat Capital            Undetermined
                    Netherlands BV
      826           Parmalat Finanziaria        Undetermined
      820           Parmalat Soparfi S.p.A.     Undetermined
      856           Newco S.r.L.                Undetermined
      851           Nuova Holding S.p.A.        Undetermined
      812           Olex S.A.                   Undetermined
      810           Panna Elena S.r.L.          Undetermined
      807           Parma Food Corporation BV   Undetermined
      817           Parmatour S.p.A.            Undetermined
      814           Parmengineering S.r.L.      Undetermined

James M. Sullivan, Esq., at McDermott Will & Emery LLP, in New
York, relates that Milk Products' Chapter 11 Plan requires
sufficient funds to be reserved, in trust, to pay holders of
disputed claims.  Mr. Sullivan explains that Milk Products cannot
make distributions to its creditors and equity holders under its
Chapter 11 Plan until the claims filed by the Parmalat Entities
have been resolved.

Pursuant to the terms of a settlement among the parties, the
Parmalat Entity Claims, other than the claims of Parmatour and
Archway, will be withdrawn upon execution of a definitive
document.  In addition, Parmalat has indicated that the claim of
Parmatour will be withdrawn in connection with the Settlement.

Mr. Sullivan notes that because the Settlement is subject to
approval by the Italian Ministry of Productive Assets, the
Debtors expect that the definitive settlement documents will not
be executed immediately.  In any case, Mr. Sullivan contends that
the Parmalat Entities' claims against Milk Products are
unsubstantiated and without basis and should be estimated at zero
for distribution purposes pending consummation of the Settlement.

Thus, Farmland Stremicks asks the Court to estimate the Parmalat
Entity Claims at zero.

                     Parmalat Entities Object

The Parmalat Entities assert that Farmland Stremicks' Request is
premature because the Settlement negotiated among the parties is
scheduled to close by May 31, 2005, subsequent to the Italian
Ministry's approval.  Assuming that the Settlement will close by
that date, or some date relatively soon after, the Request would
provide no meaningful relief to any party-in-interest and would
add costs and expenses and needlessly consume the Court's
resources, the Parmalat Entities assert.

Nancy E. Delaney, Esq., at Curtis, Mallet-Prevost, Colt & Mosle
LLP, in New York, contends that the Request glosses over the fact
that if the Settlement does not close for some reason, the
Parmalat Entities would have every right to assert their claims
which are fixed and liquidated.

According to Ms. Delaney, the Request is fatally flawed because
Section 502(c) of the Bankruptcy Code may not properly be used to
finally adjudicate claims for distribution purposes.  The role of
the estimation process is to facilitate the plan confirmation
process, including to allow the Court to determine claim amounts
for purposes of gauging a plan's feasibility, Ms. Delaney
clarifies.  Estimation is not designed to provide a final
adjudication of claims for distribution purposes.

Moreover, Ms. Delaney says that even if estimation under Section
502(c) were available for the purpose of fixing the treatment of
a claim for distribution purposes, it is inappropriate to utilize
Section 502(c) to estimate claims that are neither "contingent"
nor "unliquidated" and, accordingly, Section 502(c) on its face
is inapplicable.

Furthermore, the Parmalat Entities point out that Farmland
Stremicks has failed to establish any "undue" delay.  Within a
few weeks the parties will have an informed view of whether or
not the Settlement will close by the May 31 deadline.  If the
Settlement closes, the Request will be moot and the time and
resources of the parties and the Court would be conserved.  If it
fails to close for any reason, the parties will determine whether
to settle or adjudicate the subject claims and they will be able
to advise the Court of how and when the claims should be
resolved.  Accordingly, the brief period of time between the
filing of the Request and the time when the parties will be fully
informed about the status of the Parmalat Entity Claims would not
"unduly delay" the administration of the U.S. Debtors' bankruptcy
cases, Ms. Delaney insists.

The Parmalat Entities also argue that the estimation of their
claims at zero for distribution purposes would, in effect,
constitute an adjudication of the claims by fiat, in violation
of their substantive and procedural due process rights.  Ms.
Delaney explains that it is misleading to characterize the
Request as an "estimation" of claims because if it were granted,
and if Farmland Stremicks were then to distribute all of its
assets to creditors and equity holders as contemplated, then the
Request would have resulted in a de facto final determination of
the Parmalat Entity Claims.  According to Ms. Delaney, Farmland
Stremicks is asking the Court to make factual findings without
evidence and without granting the parties the opportunity to
conduct discovery.

In addition, Ms. Delaney believes that the Request would violate
the Plan, which requires Farmland Stremicks to create and fund a
reserve for the treatment of disputed claims that become allowed
claims on a pari passu basis with other claims in the same class.
Ms. Delaney notes that Farmland Stremicks has not provided any
reason why it should not comply with its own Plan.  Ms. Delaney
asserts that Farmland Stremicks should fully fund a reserve
account for the benefit of the Parmalat Entities' claims if it
wants to make a distribution to its other creditors and equity
holders before the Parmalat Entity Claims are resolved.

The Parmalat Entities, therefore, ask the Court to deny the
Request.

Headquartered in Wallington, New Jersey, Parmalat U.S.A.
Corporation -- http://www.parmalatusa.com/-- generates more
than EUR7 billion in annual revenue.  The Parmalat Group's 40-
some brand product line includes milk, yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.  The company employs over 36,000
workers in 139 plants located in 31 countries on six continents.
It filed for chapter 11 protection on February 24, 2004 (Bankr.
S.D.N.Y. Case No. 04-11139).  Gary Holtzer, Esq., and Marcia L.
Goldstein, Esq., at Weil Gotshal & Manges LLP represent the
Debtors in their restructuring efforts.  When the U.S. Debtors
filed for bankruptcy protection, they reported more than $200
million in assets and debts.  The Bankruptcy Court confirmed the
U.S. Debtors' Plan of Reorganization on March 7, 2005.  (Parmalat
Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


PCA INTERNATIONAL: Weak Performance Prompts S&P to Junk Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on PCA International LLC, an operator of portrait
photography studios, to 'CCC+' from 'B-'.  The senior unsecured
debt rating on the Matthews, North Carlonia-based company was
lowered to 'CCC' from 'CCC+'.  The outlook is developing.

"The downgrade is based on PCA's depressed profitability, the
subsequent negative impact on liquidity, and uncertainty regarding
the company's ongoing financing needs," said Standard & Poor's
credit analyst Kristi Broderick.

This action also follows PCA's disclosure that it did not file its
annual 10-K report for the fiscal year ended Jan. 30, 2005, by the
May 2, 2005, extended deadline.  The inability to file in a timely
manner relates to an investigation of the activities of former
employees of a foreign subsidiary and its uncertain impact on the
company.

As a result of a decline in sales and operating profit, PCA's
financial flexibility has been constricted.  The company is
currently in discussions to obtain additional financing to provide
the adequate liquidity it needs for operating purposes.  PCA needs
to strengthen its balance sheet to avoid further financial strain.

While the annual 10-K report has not yet been filed, PCA has
disclosed that performance in 2004 was very weak.  Same-store
sales were negative in three of the four quarters and operating
profit fell significantly as the average revenue per customer
dropped due to an unfavorable shift in product mix.  This decline
is shown in the dramatic drop in PCA's EBITDA, which slipped to
about $32 million in 2004, from about $46 million in 2003.

Profitability for the year was also pressured due to a higher Wal-
Mart license fee and the inability to leverage operating expenses
due to the decrease in same-studio sales.

Operating under the trade name Wal-Mart Portrait Studios, PCA is
the sole portrait photography provider for Wal-Mart Stores Inc.
As of Jan. 30, 2005, PCA operated 2,401 portrait studios in Wal-
Mart stores in the U.S., as well as a few other countries.  PCA
depends on its contractual license agreement with Wal-Mart for
about 95% of its revenues.  Any change in this agreement could
have a significant negative impact on the company's business.


PEGASUS SATELLITE: First Amended Plan Declared Effective
--------------------------------------------------------
Pegasus Satellite Communications, Inc. and its debtor-affiliates'
First Amended Joint Chapter 11 Plan was declared effective on
May 5, 2005.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, informs parties-in-interest that any person or
entity that holds or asserts an Administrative Claim against any
of the Debtors must file an Administrative Claim so as to actually
be received by The Trumbull Group, LLC, at one of these addresses
on or before May 25, 2005:

    By U.S. Mail
    ------------
    Pegasus Satellite Television, Inc.
    c/o The Trumbull Group, LLC
    P.O. Box 721
    Windsor, Connecticut 06095-0721

    By Overnight Courier
    --------------------
    Pegasus Satellite Television, Inc.
    c/o The Trumbull Group, LLC
    Griffin Center
    4 Griffin Road North
    Windsor, Connecticut 06095

On or before June 20, 2005, all applications for final allowances
of compensation and reimbursement of expenses pursuant to
Sections 328, 330(a), 331, 503 or 1103 of the Bankruptcy Code for
professional services rendered up to the Effective Date must be
filed with the U.S. Bankruptcy Court for the District of Maine and
served on:

    (1) counsel to the Debtors:

        Sidley Austin Brown & Wood LLP
        Bank One Plaza, 10 S. Dearborn Street
        Chicago, Illinois 60603
        Attn: Larry J. Nyhan, Esq., and James F. Conlan, Esq.

        and

        Sidley Austin Brown & Wood LLP
        787 Seventh Avenue
        New York, New York 10019
        Attn: Guy S. Neal, Esq., and Ellen R. Moring, Esq.

    (2) counsel to the Official Committee of Unsecured Creditors:

        Akin Gump Strauss Hauer & Feld LLP
        590 Madison Avenue
        New York, New York 10022
        Attn: Daniel Golden, Esq. and David Botter, Esq.

    (3) the Liquidating Trustee:

        Ocean Ridge Capital Advisors, LLC
        56 Harrison Street, Suite 203A
        New Rochelle, New York 10801
        Attn: Bradley E. Scher

    (4) counsel to the Liquidating Trustee

        Lowenstein Sandler, P.C.
        65 Livingston Avenue
        Roseland, New Jersey 07068-1791
        Attn: Kenneth Rosen, Esq., and Paul Kizel, Esq.

    (5) the Office of the United States Trustee
        for the District of Maine
        537 Congress Street, Suite 303
        Portland, Maine
        Attn: Robert Checkoway

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


POPE & TALBOT: Incurs $600,000 Net Loss in First Quarter
--------------------------------------------------------
Pope & Talbot, Inc. (NYSE:POP) reported a $0.6 million net loss
for the three months ended March 31, 2005, an improvement of
$2.7 million when compared with a net loss of $3.3 million
reported for the same period in 2004 and an improvement of
$2.0 million over the fourth quarter of 2004.

Revenues were $207.2 million for the quarter compared to
$177.3 million for the first quarter of 2004, and earnings before
interest, taxes, depreciation and amortization (EBITDA) increased
to $12.9 million compared with $9.8 million one year ago.

The year-over-year improvement was driven primarily by market
price and volume increases in the Company's lumber business and
market price improvements in the pulp division.  At March 31,
2005, the Canadian to U.S. dollar exchange rate was approximately
the same as at December 31, 2004, but was significantly higher
than it was on March 31, 2004.  The Company estimates that the
change in the Canadian to U.S. dollar exchange rate increased
first quarter 2005 reported cost of goods sold by approximately
$10 million as compared with the first quarter of 2004.

Import duty deposits on Canadian softwood lumber continued to
partially offset the benefits of higher lumber prices.  Import
duties totaled $8.5 million in the first quarter of 2005, compared
with $8.9 million in the same quarter of 2004 and $9.7 million in
the fourth quarter of 2004.  The decrease in duties paid primarily
reflected the decrease in duty deposit rates from a combined rate
of 27.22 percent to 20.15 percent.

As previously announced on April 25, 2005, the Company completed
its purchase of the assets of the Fort St. James Sawmill,
including timber tenures with 640,000 cubic meters of annual
allowable cut, from Canadian Forest Products Ltd., a subsidiary of
Canfor Corporation, for approximately $37.5 million cash which
includes the estimated value of acquired inventory.

"We are pleased with the acquisition of the Fort St. James mill,"
stated Michael Flannery, Chairman and Chief Executive Officer.
"The mill's production is complementary to Pope & Talbot's
existing lumber mills, contributes to the Company's goal of
effectively balancing our lumber and pulp business segments, its
geographic location in the northern interior of British Columbia
diversifies the Company's resource base, and the associated timber
tenures significantly increase our timber security."

Pulp

Pope & Talbot's first quarter pulp sales volume decreased one
percent to 209,100 metric tons, with pulp sales revenues
increasing six percent to $115.2 million, as compared with the
first quarter 2004.  The average price realized per metric ton
sold during the quarter increased seven percent to $551 from
$514 in the first quarter of 2004.  The first quarter 2005 pricing
represented a six percent increase from the fourth quarter 2004
average price realization of $518 per metric ton.

In the first quarter of 2005, pulp cost of goods sold increased
$5.4 million, or five percent, compared with a pulp revenue
increase of $6.1 million over the first quarter of 2004.  The
increase in cost of goods sold was primarily the result of foreign
exchange driven cost increases of approximately $6 million.

Wood products

Pope & Talbot's first quarter 2005 lumber sales volume increased
25 percent to 185.0 million board feet, with wood products sales
revenues increasing 35 percent to $92.0 million, as compared with
the first quarter of 2004.  The average price realized per
thousand board feet sold during the quarter increased eight
percent to $438 from $404 in the first quarter of 2004.  First
quarter 2005 pricing also represented a five percent improvement
relative to fourth quarter 2004 average price realization of
$418 per thousand board feet.

In the first quarter of 2005, wood products cost of good sold
increased $19.5 million, or 30 percent, compared with a revenue
increase of $23.8 million over the first quarter of 2004.
Contributing to the cost increases were the 25 percent increase in
sales volume and foreign currency exchange driven cost increases
of approximately $4 million, or six percent, compared with the
first quarter of 2004.

In the first quarter of 2005, Pope & Talbot's capital expenditures
were $8.3 million and depreciation was $8.9 million. At the end
of the quarter, total debt was $253.3 million, an increase of
$18 million from year-end 2004, and shareholders equity was
$160.1 million, a decrease of $3.5 million from year-end 2004.  On
March 31, 2005, the ratio of long-term debt to total
capitalization was 61 percent, up from 58 percent at year-end
2004.

Pope & Talbot -- http://www.poptal.com/-- is a pulp and wood
products company.  The Company is based in Portland, Oregon and
traded on the New York and Pacific stock exchanges under the
symbol POP.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the U.S. and Canada.  Markets
for the Company's products include the U.S., Europe, Canada, South
America, Japan, China, and the other Pacific Rim countries.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2004,
Moody's Investors Service affirmed the Ba2 senior implied, Ba3
issuer and Ba3 senior unsecured ratings of Pope & Talbot, Inc.
The rating outlook continues to be stable.

Ratings Affirmed:

   * Ba3 for the US$75 million of 8.375% debentures and
     US$50.8 million of 8.375% senior notes, both due
     June 1, 2013,

   * Ba2 for Pope & Talbot's senior implied rating, and

   * Ba3 for its senior unsecured issuer rating.

As reported in the Troubled Company Reporter on July 15, 2004,
Standard & Poor's Ratings Services revised its outlook on pulp and
lumber producer, Pope & Talbot, Inc., to stable from negative.
The corporate credit and senior unsecured debt ratings are
affirmed at 'BB'.


POWERCOLD CORP: Auditors Express Going Concern Doubt in Form 10-K
-----------------------------------------------------------------
PowerCold Corporation has a history of net losses and expects to
continue to incur net losses.  The Company may not achieve or
maintain profitability.  Independent auditors have expressed
substantial uncertainties for the continuation of the Company as a
going concern.  PowerCold has incurred net losses each year since
its inception in 1987 including net losses of approximately
$4,257,630 for the year ended December 31, 2004; $2,656,548 for
the year ended December 31, 2003; and $4,291,443 in 2002. As of
December 31, 2004, the Company had an accumulated deficit of
approximately $20,614,502.  The time required to reach
profitability is highly uncertain.  The Company may not achieve
profitability on a sustained basis, if at all.  The average
quarterly cash burn for 2004 was $1,036,147.

PowerCold's financial statements for the year ended December 31,
2004, were audited by its independent certified public accountants
at Williams & Webster, P.S..  Their report includes an explanatory
paragraph stating that the financial statements have been prepared
assuming the Company will continue as a going concern, but raise
substantial doubt about the Company's ability to continue as a
going concern.

Management also believes that there is substantial doubt about
PowerCold's ability to continue as a going concern due to its
total accumulated deficit of $20,614,502 as of December 31, 2004.
Net losses may continue for at least the next several years. The
presence and size of these potential net losses will depend, in
part, on the rate of growth, if any, in  revenues and on the level
of expenses. The number of employees has varied over the previous
eighteen months and to some extent is dependant upon the backlog
of orders from products manufactured by PowerCold. There has been
a net increase in the sales and marketing staff in an effort to
increase revenue. This trend is expected to continue as the
customer base expands. Substantial fluctuations in the cost of
certain raw materials such as copper tubing and polyethylene resin
may temporarily impact, in a negative way, the gross profit
margins of equipment sold. The cost of insurance coverage
and regulatory compliance continues to escalate with little near
term relief expected. PowerCold will need to generate additional
revenues of at least $5,000,000 per year based upon current gross
margin and operating expenses and without further impairment of
accounts receivables to achieve profitability. Even if it does
increase its revenues and achieves profitability, the Company may
not be able to sustain profitability.

PowerCold requires substantial working capital to fund its
business. It needs at least $345,000 in funds per month to
operate.  Additional financing may not be available when needed on
favorable terms or at all. If adequate funds are not available, or
are not available on acceptable terms, it may be unable to
develop, or enhance, its product line of evaporative condensers
and fluid coolers, take advantage of approved vendor status with
major hospitality chains or respond to competitive pressures,
which could result in a reduction of revenue growth or
significantly reduced revenue. Its capital requirements depend on
several factors, including the rate of market acceptance of its
products, the ability to expand its customer base, the growth of
sales and marketing and other factors. If capital requirements
vary materially from those currently planned, PowerCold may
require additional financing sooner than anticipated, or find it
necessary to reduce the size of its workforce, thereby limiting
its ability to respond rapidly to design and engineering requests
and to bid on new projects.

PowerCold Corporation (OTCBB: PWCL), designs, develops and markets
energy efficient heating, ventilating and air conditioning systems
(HVAC) and energy related products for commercial use.  Air
conditioning and refrigeration are two of the more energy
intensive operational costs many businesses face.  Increasing
power costs and new clean air regulations have prompted
corporations of all sizes to focus both on energy savings and
indoor air quality.  PowerCold's proprietary energy efficient
products provide a clean comfort air environment and reduce power
costs for air conditioning, refrigeration and on-site building
power through the use of evaporative cooling condenser technology
integrated with other synergistic, energy conserving designs and
equipment when compared to standard air cooled condensing
refrigeration and air conditioning technology.


PRIDE INT'L: Fitch Upgrades Senior Unsecured Rating to BB-
----------------------------------------------------------
Fitch Ratings has upgraded Pride International's senior unsecured
rating to 'BB-' from 'B+'.  Additionally, the senior secured
credit facility rating has been upgraded to 'BB+' from 'BB'.  The
Rating Outlook has been revised to Positive from Stable.
The ratings reflect the significant improvement in capital
structure that has taken place in the last two quarters.
Presently, Pride has less than $1.4 billion of debt, approximately
$600 million less than when Fitch last reviewed the ratings.
Furthermore, Pride management has suggested that it will maintain
a stronger balance sheet going forward.

Several factors contributed to the reduction in debt including the
exit of the Technical Services business, working capital
improvements, a better drilling environment in the latter half of
2004, asset sales and a commitment from management.  Pride exited
the Technical Services business in mid-2004 upon completion of
several new platform rig construction projects.  This segment was
a drag on cash flow as it contributed cumulative losses in excess
of $125 million from 2003 through 2004.

Additionally, exiting the Technical Services segment improved
Pride's working capital situation.  Working capital had been a use
of funds for several years due to excess receivables for the
Technical Services segment and from some international customers.
Those issues have been resolved and management remains focused on
further improving working capital.

Free cash flow also improved due to the strength of the contract
drilling market, particularly in the shallow water Gulf of Mexico.
For several years the shallow water Gulf of Mexico had been weak
despite strong commodity prices.  That trend changed in the second
half of 2004 as utilization rates and dayrates for Pride's fleet
improved meaningfully.  Utilization rates for Pride's jackups in
the Gulf of Mexico now exceed 90%, average dayrates are near
$40,000 and leading edge dayrates top $50,000 per day.

Pride also completed more than $110 million of asset sales in the
fourth quarter of 2004 and first quarter of 2005.  Furthermore,
Pride announced it had entered into agreements to sell two tender-
assisted barge rigs and other assets, which the company expects
will generate about $50 million in proceeds.

The previously mentioned items all created discretionary cash flow
which was used to reduce debt as the company had promised for some
time.  Furthermore, Pride recently announced that nearly all notes
outstanding under the company's 2.5% convertible senior notes due
2007 had been tendered for conversion.  Approximately $298.6
million of tendered notes were converted into approximately 18.1
million shares of common stock, demonstrating management's
commitment to delevering.  Adjusting for this transaction, debt is
now less than $1.3 billion from $1.7 billion at quarter end.
Management's ability and willingness to reduce debt were critical
in the rating decision.

Pride's LTM EBITDA as of March 31, 2005, was approximately $500
million, providing adjusted interest coverage of greater than 3.0
times and adjusted debt-to-EBITDA under 4.0x.  Pro forma for the
recently converted notes, adjusted debt-to-EBITDA would be close
to 3.0x.  At quarter's end, Pride had $55 million of cash on hand,
of which $10 million was restricted.  The company also had full
availability of its $500 million revolving credit facility.

While the Latin American Land business and E&P Services operation
have performed well for Pride, Fitch maintains its cautious view
of businesses operating in Argentina or Venezuela due to the
political uncertainty in each country.  Fitch currently has a
sovereign rating of 'D' for Argentina and 'B+' for Venezuela.
Pride's Latin American Land and E&P Services operations
contributed 17% and 6%, respectively to the company's LTM EBITDA.

The Positive Rating Outlook is based on Fitch's view of the
contract drilling industry in 2005 and 2006 and an expectation
that Pride management will continue delevering the company's
balance sheet so that its financial position is similar to its
peers.


READER'S DIGEST: Moody's Ups $300M Sr. Unsec. Debt Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service confirmed the corporate ratings for The
Reader's Digest Association, Inc., in connection with the
company's closing of a new $400 million senior secured revolving
credit facility and announcement that the Board of Directors
approved a $100 million share repurchase authorization.  The
outlook was changed to stable from negative due to Moody's
expectation for greater revenue stability and our belief that the
company will continue to generate free cash flow and reduce debt.

Moody's undertook these rating actions:

   * Upgraded to Ba2 from Ba3 the rating on the $300 million 6.5%
     senior unsecured unguaranteed notes due March 2011

   * Confirmed the Ba1 senior implied rating

   * Confirmed the Ba3 senior unsecured issuer rating

These specific ratings were withdrawn:

   * Ba1 rating on the $458.5 million guaranteed senior secured
     bank credit facility, consisting of:

     -- $192.5 million revolving credit facility due July 2006

     -- $128 million remaining outstanding Tranche A term loan due
        November 2007;

     -- $138 million remaining outstanding Tranche B term loan due
        May 2008.

Moody's does not rate the new $400 million guaranteed senior
secured revolving credit facility due April 2010.  Proceeds from
an initial drawdown made upon closing of the new revolver were
utilized to retire the remaining balances on the previous credit
facility, the commitments of which were then terminated.

The change in outlook to stable from negative reflects the
company's aggressive debt reduction and greater potential for new
product introductions to stabilize the revenue base now that the
bulk of the portfolio rationalization has been completed.  Since
the negative outlook was assigned in June 2003, lease-adjusted
debt has declined to 3.6x EBITDAR in the 12 months ended
March 31, 2005 from 4.9x in the fiscal year ended June 30, 2003.
Reader's Digest has reduced debt by approximately $375 million
since the May 2002 acquisition of Reiman Holding Company, LLC
largely through free cash flow from operations.  The company also
utilized the $48.5 million proceeds from the sale and partial
leaseback of its Pleasantville, New York headquarters in December
2004 to reduce debt.  Net annual operating lease rental
commitments will increase by approximately $3 million, but the
transaction results in a net reduction in lease-adjusted debt-to-
EBITDAR as the company only occupies a portion of the facility and
will also benefit from a reduction in facility maintenance costs.
The stable outlook also reflects our expectation that future share
repurchases will be sized relative to and funded only from free
cash flow and that the company will not complete and significant
debt-financed acquisitions.

The ratings reflect:

   (1) the company's high leverage,
   (2) weakening revenue base,
   (3) high sales return and bad debt experience, and
   (4) adequate liquidity.

Reader's Digest's retained cash flow generation remains vulnerable
to further erosion of the revenue base, which has decreased due to
a managed decline in flagship Reader's Digest magazine
circulation, membership contraction and rationalization of product
offerings at U.S. Books and Home Entertainment, lower renewal
rates and series book sales at Reiman, and operating difficulties
at Books are Fun and QSP.  Management believes it has strategies
in place to stabilize and renew growth.  However, BAF and QSP will
remain a particular challenge.  These businesses are subject to
low entry barriers, a limited amount of unique product offerings,
and reliance on a sales force that at times exhibits high
turnover.

A doubling of the annual dividend to $40 million from $20 million
announced in January 2005 and recent $100 million share repurchase
authorization could also reduce cash flow available for debt
repayment.  These actions represent a notable move toward more
shareholder-oriented cash uses from the last three years.  Moody's
believes management remains committed to further debt reduction.
However, the pace of debt reduction will likely slow considerably.

Liquidity remains only adequate.  An effective reduction in
the bank credit facility commitment to $400 million from the
$458 million that was remaining under the previous facility is
balanced by looser covenants and the elimination of the
$40+ million annual term loan amortization on the old facility.  A
sizable portion of the $400 million revolver will be utilized with
intra-period borrowings and the seasonal working capital build in
advance of the peak Holiday sales season further diminishing
unused capacity.

The ratings more favorably reflect Reader's Digest's strong
brands, significant global circulation of the company's various
magazines that collectively exceeds 30 million and consistent free
cash flow.  In addition to the Reader's Digest magazine, the
company generates a significant portion of its revenue from other
products including special interest magazines (topics include
food, gardening, and crafts), books, recorded music collections
and home videos.  Reader's Digest is geographically diversified
with 41% of revenues generated outside North America and further
expansion planned into developing countries.  The company is near
the completion of a two-year restructuring program that focused on
reducing fixed costs, stabilizing the customer base and renewing
revenue growth.  Reduction in the U.S. rate base for the Reader's
Digest magazine to 10 million has relieved pressure on the company
to sustain circulation at levels where subscriber acquisition and
retention costs exceeded marginal revenue.  These actions
stabilized margins in the last few years notwithstanding ongoing
contraction of the revenue base.

Failure to exhibit greater revenue stability, an erosion of EBIT
operating margins below 7.5%, lease-adjusted debt in excess of
4.0x EBITDAR and/or debt approaching 8.0x free cash flow could put
negative pressure on the ratings.

We view the likelihood of upward movement in the ratings as
limited until the company can demonstrate sustainable organic
revenue growth and reduce lease-adjusted debt-to-EBITDAR closer to
the 2.0x range with operating margins in excess of 10%.

Reader's Digest and subsidiaries Books are Fun, Ltd., QSP, Inc.,
and Reiman Media Group, Inc., are borrowers under the new
$400 million guaranteed senior secured revolving credit facility.
As with the previous facility, obligations under the revolver are
cross guaranteed by each of the borrowers.  The facility is
secured by a first lien on the stock of material domestic
subsidiaries of the borrowers and by a pledge of 65% of the stock
of material first tier foreign subsidiaries.  Moody's estimates
approximately 70% of revenues are generated at legal entities
whose stock is pledged under the credit facility.  The facility
does not contain limits on equity buybacks or dividends.

Moody's narrowed the notching and upgraded the senior unsecured
unguaranteed notes to Ba2 from Ba3 because the bonds are no longer
effectively subordinate to the credit facility with respect to the
tangible and intangible assets (except the subsidiary stock
holdings discussed above) of the parent company The Reader's
Digest Association, Inc.  Accordingly, the bonds and the new
credit facility have the same priority of claim with respect to
such parent company assets, which include the customer lists and
brands.  The parent's tangible and intangible assets had been
pledged as security under the previous credit facility.  The bonds
do not benefit from subsidiary guarantees and are now placed one
notch below the senior implied due to their structural
subordination to subsidiary obligations.

The Reader's Digest Association, Inc., headquartered in
Pleasantville, New York, is a global publisher and direct marketer
of products including magazines, books, recorded music collections
and home videos.  Products include Readers Digest magazine, which
is published in 48 editions and 19 languages.  Annual revenues
approximate $2.3 billion.


REAL MEX: Terminates Exchange Offer for 10% Sr. Secured Notes
-------------------------------------------------------------
Real Mex Restaurants, Inc., is terminating its exchange offer
relating to its outstanding 10% Senior Secured Notes due 2010
effective immediately.  The exchange offer was previously
scheduled to expire on May 10, 2005.

All Notes tendered pursuant to the exchange offer will be promptly
returned to their holders.

                        About the Company

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

                        *     *     *

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

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

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

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

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


RESIDENTIAL ASSET: Fitch Rates $5.8 Million Class B-1 at BB+
------------------------------------------------------------
Residential Asset Securities Corporation (RASC) home equity
mortgage asset-backed pass-through certificates, series 2005-KS4,
are rated by Fitch Ratings:

       -- $146.7 million class A-1 'AAA';
       -- $122.4 million class A-2 'AAA';
       -- $16.2 million class A-3 'AAA';
       -- $38.6 million class A-4A 'AAA';
       -- $7.6 million class A-4B 'AAA';
       -- $20.9 million class M-1 'AA';
       -- $17.4 million class M-2 'AA-';
       -- $7.9 million class M-3 'A';
       -- $5.6 million class M-4 'A';
       -- $7 million class M-5 'BBB+';
       -- $4.4 million class M-6 'BBB';
       -- $5.2 million class M-7 'BBB';
       -- $5.8 million class B-1 'BB+'.

The 'AAA' rating on the senior certificates reflects the 20.00%
initial credit enhancement provided by:

             * the 5.05% class M-1,
             * the 4.20% class M-2,
             * the 1.90% class M-3,
             * the 1.35% class M-4,
             * the 1.70% class M-5,
             * the 1.05% class M-6,
             * the 1.25% class M-7,
             * the 1.40% class B-1,
             * the 1.30% class B-2, along with
               overcollateralization -- OC.

The initial and target OC is 0.80%.  In addition, the ratings
reflect the strength of the transaction's legal and financial
structures and the attributes of the mortgage collateral.  The
ratings also reflect the strength of the servicing capabilities
represented by Homecomings Financial Network, Inc., rated 'RPS1'
by Fitch, and Residential Funding Corporation as master servicer.

The collateral pool consists of 2,932 fixed and adjustable rate
loans and totals $414 million as of the cut-off date.  The
weighted average original loan to value ratio is 83.03%.  The
average outstanding principal balance is $141,333 the weighted
average coupon is 7.65% and the weighted average remaining term to
maturity is 355 months.  63.09% of the loans have prepayment
penalties.  The loans are geographically concentrated in
California (13.71%), Florida (9.79%) and Michigan (5.29%).

The loans were sold by RFC to RASC, the depositor.  Prior to
assignment to the depositor, RFC reviewed the underwriting
standards for the mortgage loans and purchased all the mortgage
loans from mortgage collateral sellers who participated in or
whose loans were in substantial conformity with the standards set
forth in RFC's AlterNet program.  The AlterNet program was
established primarily for the purchase of mortgage loans made to
borrowers that may have imperfect credit histories, higher debt to
income ratios or mortgage loans that present certain other risks
to investors.  The depositor, a special purpose corporation,
deposited the loans in the trust, which then issued the
certificates.  For federal income tax purposes, an election will
be made to treat the trust as two real estate mortgage investment
conduits.


RESIDENTIAL ASSET: Fitch Puts Low-B Ratings on 3 Private Certs.
---------------------------------------------------------------
Residential Asset Mortgage Products, Inc., asset-backed pass-
through certificates, series 2005-RS4, are rated by Fitch Ratings:

  -- $198 million class A-1 certificates 'AAA';
  -- $77 million class A-2 certificates 'AAA';
  -- $109 million class A-3 certificates 'AAA';
  -- $44.7 million class A-4 certificates 'AAA';
  -- $14.2 million class M-1 certificates 'AA+';
  -- $19.2 million class M-2 certificates 'AA';
  -- $10.5 million class M-3 certificates 'AA-';
  -- $7.9 million class M-4 certificates 'A+';
  -- $7.9 million class M-5 certificates 'A';
  -- $6 million class M-6 certificates 'A-';
  -- $6 million class M-7 certificates 'BBB+';
  -- $5.5 million class M-8 certificates 'BBB+';
  -- $4.2 million class M-9 certificates 'BBB';
  -- Privately offered $3.2 million class B-1 certificates 'BB+';
  -- Privately offered $5.3 million class B-2 certificates 'BB';
  -- Privately offered $3.9 million class B-3 certificates 'B+'.

The 'AAA' rating on the class A certificates reflects the 18.35%
initial credit enhancement provided by:

             * the 2.70% class M-1,
             * the 3.65% class M-2,
             * the 2.00% class M-3,
             * the 1.50% class M-4,
             * the 1.50% class M-5,
             * the 1.15% class M-6,
             * the 1.15% class M-7,
             * the 1.05% class M-8,
             * the 0.80% class M-9,
             * the 0.60% privately offered class B-1,
             * the 1.00% privately offered class B-2, and
             * the 0.75% privately offered class B-3, along with
               overcollateralization -- OC.

The initial and target OC is 0.50%.  In addition, the ratings
reflect the strength of the transaction's legal and financial
structures and the attributes of the mortgage collateral.  The
ratings also reflect the strength of the servicing capabilities
represented by Residential Funding Corporation as master servicer
and Homecomings Financial Network, Inc., as primary servicer on
the pool.

The collateral pool consists of 3,611 fixed-rate and adjustable-
rate mortgage loans with and initial aggregate principal balance
of $525,000,551 secured by first liens.  As of the cut-off-date,
the weighted average original loan-to-value ratio of the
collateral pool was 93.55% and the weighted average credit score
was 666.  The average balance was $145,389 and the pool had a
weighted average interest rate of 7.5023%.  The weighted average
original term to maturity was 357 months.  Florida (9.51%),
California (7.39%), and Illinois (5.38%) comprise the top three
state concentrations.

The loans were sold by RFC to RAMP, the depositor. Prior to
assignment to the depositor, RFC reviewed the underwriting
standards for the mortgage loans.  The mortgage loans included in
the trust were acquired and evaluated under Residential Funding's
'Negotiated Conduit Asset Program' or NCA Program.  The negotiated
conduit asset program allows for loans which are not eligible for
Residential Funding's other programs.  Examples of reasons for
exclusion from Residential Funding's other programs include, but
are not limited to, higher debt-to-income ratios or higher loan-
to-value ratios.


REVLON INC: March 31 Balance Sheet Upside-Down by $1.07 Billion
---------------------------------------------------------------
Revlon, Inc. (NYSE: REV) reported results for the first quarter
ended March 31, 2005.  The Company generated Adjusted EBITDA in
the quarter of approximately $22 million, with advertising behind
the Company's key new product launches up significantly, as
planned.  Net loss in the quarter was approximately $47 million,
compared with a net loss of approximately $58 million, in the
first quarter of 2004.

During the quarter, the Company made further progress to
strengthen its balance sheet, with the successful consummation of
a $310 million senior notes offering and the subsequent, related
redemption of the Company's 8-1/8% and 9% senior notes.  These
transactions extended the maturities on the Company's debt that
would have otherwise matured in 2006 and also reduced the
Company's exposure to floating rate debt.

Commenting on the quarter, Revlon President and Chief Executive
Officer Jack Stahl stated, "Our results in the first quarter, as
expected, are beginning to reflect the actions we took in 2003 and
2004 to ratchet up our capability in the area of new products,
while simultaneously increasing our investment spending behind
several of our well-established franchises.  At the same time, we
continue to manage our cost base, in order to create the necessary
resources to invest in our brands to drive growth, and we expect
these actions to benefit us as we move forward.  We believe our
strategy to strengthen our brands and their connection to
consumers, coupled with our focus on building best-in-class retail
partnerships and the capabilities of the Revlon organization, will
enable us to achieve our objective of long-term, profitable growth
and value creation."

                      First Quarter Results

Net sales in the first quarter of 2005 were down approximately 2%
to $301 million, compared with net sales of $308 million in the
first quarter of 2004.  This performance was primarily driven by
lower shipments in North America and reduced licensing revenues,
as the 2004 first quarter included an approximate $5 million
prepayment of a licensing renewal fee by a licensee.  Partially
offsetting these factors was favorable foreign currency
translation, which benefited the sales comparison by approximately
two percentage points in the quarter.

In North America, net sales in the first quarter of 2005 declined
approximately 6% to $194 million, versus $206 million in the first
quarter of 2004.  This performance primarily reflected lower
shipments and the impact of the aforementioned lower licensing
revenues, partially offset by lower returns and allowances,
including a decrease in the sales allowances component of brand
support.  North America shipments largely reflected strong
performance of new products, which was more than offset by a
decrease in shipments of base products.

Internationally, net sales in the first quarter of 2005 advanced
approximately 4% to $107 million, compared with $103 million in
the first quarter of 2004.  This growth primarily reflected
shipment strength, particularly in the Far East region, and
favorable foreign currency translation, partially offset by an
increase in the sales allowances component of brand support.

The Company generated an operating loss of approximately $2.1
million in the first quarter of 2005, versus operating income of
$20.1 million in the first quarter of 2004.  As anticipated, this
performance primarily reflected the Company's planned investment
in higher brand support, as well as the impacts of lower licensing
revenues, higher restructuring costs, and the benefit in the year-
ago period of approximately $3 million associated with a
modification to International benefits.  Similarly, Adjusted
EBITDA in the first quarter of 2005 was approximately $21.6
million, compared with Adjusted EBITDA of approximately $44.5
million in the first quarter of 2004.  Substantially the same
factors driving the comparison for operating income also drove the
comparison for Adjusted EBITDA.

Net loss in the first quarter of 2005 was $46.8 million, compared
with a net loss of $58.2 million, in the first quarter of 2004.
Net loss in the 2005 first quarter benefited from a significant
reduction in interest expense and lower costs associated with the
early extinguishment of debt.

Cash flow used for operating activities in the first quarter of
2005 was $7.6 million, compared with cash flow used for operating
activities of $35.6 million in the first quarter of 2004.

At Mar. 31, 2005, Revlon Inc.'s balance sheet showed a
$1.07 billion stockholders' deficit, compared to a $1.02 billion
deficit at Dec. 31, 2004.

                        About the Company

Revlon Inc. -- http://www.revlon.com/and http://www.almay.com/
and http://www.revloninc.com/-- is a worldwide cosmetics, skin
care, fragrance and personal care products company.  The Company's
vision is to deliver the promise of beauty through creating and
developing the most consumer preferred brands.  The Company's
brands, which are sold worldwide, include Revlon(R), Almay(R),
Ultima(R), Charlie(R), Flex(R) and Mitchum(R).


SGD HOLDINGS: Files Plan of Reorganization in Texas
---------------------------------------------------
SGD Holdings Ltd. filed its Disclosure Statement and Plan of
Reorganization with the U.S. Bankruptcy Court for the Northern
District of Texas, Fort Worth Division.

The primary purpose of the Plan is to restructure the Debtor's
capital structure.  New stock will be issued to creditors in
exchange for old debt.

Secured creditors Harry M. Schmidt owed $1,250,000 and Avenel
Financial Group Inc. owed $903,608 will be issued new 6% secured
convertible notes.  The notes are convertible at $1 per share.
Avenel Financial intends to buy $1 million of Harry M. Schmidt's
debt.

George David Gordon, Jr., will receive an unsecured 8% convertible
promissory note for $106,014.  Mr. Gordon has the option to
convert the note into 250,000 shares of the New Common Stock in
the Reorganized Debtor.

Unsecured creditors and interest holders will receive New Common
Stock in the Reorganized Debtor in full satisfaction of their
prepetition claims.

Old (existing) stock will be cancelled on the Effective Date.

The Plan also calls for the Debtor to acquire all outstanding
shares of Gold Gold Gold Inc.  Gold Inc. will receive 2 million
shares of the Reorganized Debtor and will become a wholly owned
subsidiary of SGD.

Headquartered in Addison, Texas, SGD Holdings, Ltd. --
http://www.sgdholdings.com/-- is a holding company engaged in
acquiring and developing jewelry businesses.  SGD Holdings'
principal operating subsidiary, HMS Jewelry Company, Inc., is a
national jewelry wholesaler, specializing in 18K, 14K and 10K gold
and platinum jewelry.  The Company filed for chapter 11 protection
on January 20, 2005 (Bankr. D. Del. Case No. 05-10182, transferred
March 8, 2005, to Bankr. N.D. Tex. Case No. 05-42392).  When the
Debtor filed for protection from its creditors, it estimated $10
million in assets and estimated $50 million in debts.  The Debtor
is represented by Donna L. Harris, Esq., at Cross & Simon, LLC, in
Wilmington, Delaware.


SGD HOLDINGS: James & Lisa Gordon Criticize Disclosure Statement
----------------------------------------------------------------
James Gregory Gordon and Lisa Kaye Gordon complain to the U.S.
Bankruptcy Court for the Northern District of Texas, Fort Worth
Division, that the Disclosure Statement explaining SGD Holdings
Ltd.'s Plan of Reorganization fails to provide adequate
information.

The Gordons tell the Court that the disclosure statement fails to
disclose:

   -- corporate insider relationships of David Gordon, Avenel
      Financial and others;

   -- insiders to be retained; one is James Ross who according to
      the Gordons is a convict, a securities law violator and an
      unlicensed accountant being employed at SGD as auditor and
      accountant;

   -- existing claims and the value of claims against Avenel
      Financial, Terry Washburn, Richard Clark and Mitch Horowitz;

   -- evaluation of claims against James Gregory Gordon;

   -- financial statements and background information for Gold
      Gold Gold Inc. which SGD intends to acquire; and

   -- anticipated share ownership of insiders through the
      unsecured creditors.

The Gordons complain that numerous insiders -- G. David Gordon,
Terry Washburn, Richard Clark, Mitch Horowitz, Mark White, Joel
Holt, James Ross and Michael Pruitt -- will receive large
ownership stakes in the Reorganized Company through their alleged
unsecured claims at M&R Resources, Inc., and Lakewood Developments
Corp.

According to the Gordons, the Debtor's Plan is unfair because it
cancels shareholders' interests while providing enormous benefits
to insiders including Avenel Financial, CEO and President Terry
Washburn, David Gordon and Harry Schimdt.

Most importantly, the Gordons relate, the Disclosure Statement
fools everybody by covering the fact that SGD Holdings is solvent,
liquid, making substantial gross profits and paying hefty salaries
to insiders.  The Gordons assert that the Debtor can easily
refinance all of its debt through conventional financing without
harming any equity holder.

Headquartered in Addison, Texas, SGD Holdings, Ltd. --
http://www.sgdholdings.com/-- is a holding company engaged in
acquiring and developing jewelry businesses.  SGD Holdings'
principal operating subsidiary, HMS Jewelry Company, Inc., is a
national jewelry wholesaler, specializing in 18K, 14K and 10K gold
and platinum jewelry.  The Company filed for chapter 11 protection
on January 20, 2005 (Bankr. D. Del. Case No. 05-10182, transferred
March 8, 2005, to Bankr. N.D. Tex. Case No. 05-42392).  When the
Debtor filed for protection from its creditors, it estimated $10
million in assets and estimated $50 million in debts.  The Debtor
is represented by Donna L. Harris, Esq., at Cross & Simon, LLC, in
Wilmington, Delaware.


SHAW GROUP: Completes Tender Offer for 10-3/4% Senior Notes
-----------------------------------------------------------
The Shaw Group Inc. (NYSE: SGR) completed its previously announced
cash tender offer and consent solicitation for any and all of its
$253,029,000 outstanding 10 3/4% Senior Notes due 2010 on May 5,
2005.  The Offer expired at 5:00 p.m. New York City time on
Wednesday, May 4, 2005.  As of the Expiration Time, $237,856,000
aggregate principal amount of Senior Notes were tendered, which
represented approximately 94% of the outstanding aggregate
principal amount of the Senior Notes.  The Company paid
approximately $266.8 million to purchase the Senior Notes, plus
accrued interest, and made consent payments totaling approximately
$5.9 million.  The Company expects to record a pre-tax charge of
approximately $47.4 million as a result of the early retirement of
the Senior Notes and related transactions.

The Company has accepted for payment and paid for all Senior Notes
validly tendered on or prior to the Expiration Date.  In
connection with the Offer, the Company received the required
consents from holders of the Senior Notes to approve proposed
amendments to the indenture governing the Senior Notes to
eliminate substantially all of the restrictive covenants, certain
events of default and certain other provisions contained in the
indenture.  Adoption of the Proposed Amendments required the
consent of holders of at least a majority of the aggregate
principal amount of the outstanding Senior Notes.

UBS Securities LLC acted as dealer-manager and solicitation agent;
D.F. King & Co., Inc. acted as information agent; and The Bank of
New York acted as tender agent in connection with the Offer.

The terms and conditions of the Offer are set forth in Shaw's
Offer to Purchase, which was distributed to the holders of the
Senior Notes when the Offer commenced.  Copies of the Offer to
Purchase, Letter of Transmittal and related documents may be
obtained from the information agent at (800) 848-3416.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of an offer to sell
securities, with respect to any Senior Note.  The Offer was made
solely by the Offer to Purchase and the accompanying Letter of
Transmittal dated April 5, 2005.

                        About the Company

The Shaw Group Inc. -- http://www.shawgrp.com/-- is a global
provider of technology, engineering, procurement, construction,
maintenance, fabrication, manufacturing, consulting, remediation,
and facilities management services for government and private
sector clients in the power, process, environmental,
infrastructure and emergency response markets.  A Fortune 500
Company, The Shaw Group is headquartered in Baton Rouge,
Louisiana, and employs approximately 18,000 people at its offices
and operations in North America, South America, Europe, the Middle
East and the Asia-Pacific region.

                        *      *      *

As reported in the Troubled Company Reporter on Apr. 11, 2005,
Moody's Investors Service has placed the long-term ratings of The
Shaw Group Inc. on review for possible upgrade following the
company's announcement that it intends to utilize the proceeds
from an approximately $270 million secondary equity offering to
tender for all outstanding 10.75% senior unsecured notes due 2010,
effectively retiring virtually all long-term debt.

Ratings placed on review include:

   * Ba3 -- senior implied
   * Ba3 -- 10.75% senior unsecured notes due 2010
   * B1 -- senior unsecured issuer rating

As reported in the Troubled Company Reporter on Apr. 8, 2005,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured ratings on The Shaw Group Inc. on
CreditWatch with positive implications.  At the same time, we also
placed our 'B+' senior unsecured and 'B' preliminary subordinated
shelf ratings on CreditWatch with positive implications.


SHYPPCO FINANCE: Low Credit Quality Cues Moody's to Pare Ratings
----------------------------------------------------------------
Moody's Investors Service has lowered the ratings of the following
classes of notes issued by Shyppco Finance Company LLC, a
collateralized bond obligation transaction:

   * U.S.$123,000,000 Class A-2B 6.64% Uninsured Notes due June
     15, 2010, to Ba3 from Ba1 on watch for possible downgrade

   * U.S.$55,000,000 Class A-2C 6.59% Uninsured Notes due June 15,
     2010, to Ba3 from Ba1 on watch for possible downgrade

The Aaa rating of the issuer's class A-2A notes, which is based
primarily on the financial insurance provided by MBIA Insurance
Corporation, is unchanged.

The rating actions reflect deterioration in credit quality and par
coverage of the underlying pool of collateral.  Moody's noted
that, as of the most recent trustee report dated April 10, 2004,
the reported Moody's Average Debt Rating had climbed to 4171 (1780
trigger) and the reported Overcollateralization Ratio had fallen
to 39.68% (111.25% trigger).

Issuer: Shyppco Finance Company LLC

Class Description: U.S.$123,000,000 Class A-2B 6.64% Uninsured
                   Notes due June 15, 2010

Previous Rating:   Ba1 on watch for possible downgrade

Current Rating:    Ba3

Class Description: U.S.$55,000,000 Class A-2C 6.59% Uninsured
                   Notes due June 15, 2010

Previous Rating:   Ba1 on watch for possible downgrade

Current Rating:    Ba3


ST. MARYS: Withdraws BB- Rating on Secured Bank Facility
--------------------------------------------------------
Standard & Poor's Ratings Services removed its 'BB-' long-term
corporate credit and secured bank facility ratings on St. Marys
Cement Inc. from CreditWatch where they were placed with negative
implications April 11, 2005, following the company's announcement
that it had entered a large operating lease arrangement.  The
arrangement requires St. Marys to lease certain Great Lakes region
assets, formerly owned by Cemex Inc., that were acquired by its
parent Votorantim Participacoes S.A., through a newly formed
special purpose vehicle (St. Barbara Cement Inc.).  At the same
time, Standard & Poor's affirmed its ratings on the company.  The
outlook is currently stable.

Following a review of the transaction, Standard & Poor's will
treat St. Marys Cement and St. Barbara Cement as a consolidated
entity for analytical purposes.  In addition to sharing a common
parent and management, the companies will have significant
intercompany relations.  In addition, it is Standard & Poor's
understanding that the two legal entities will be merged in the
medium term.  The acquisition of the Cemex S.A. assets will
enhance St. Marys' competitive position in the Great Lakes region.

Standard & Poor's believes the addition of the Cemex assets will
result in significant synergy opportunities.  In addition to
saving on corporate overhead, the physical location of the Cemex
assets will allow St. Marys to realize significant logistic-
related advantages in serving customers.  The transaction will
also not result in any deterioration to the company's consolidated
financial profile.

The ratings on Toronto, Ontario-based St. Marys reflect its narrow
geographic focus in the mature Great Lakes market and position as
a midsize North American producer competing against much larger,
diversified competitors.  Partially offsetting these risks are the
company's competitive cost position in cement production and
distribution, and its moderate debt levels.

Standard & Poor's does impute some credit support from Votorantim
(local currency corporate credit rating BBB-/stable/--, foreign
currency corporate credit rating BB-/stable/--), as the parent
company has not hesitated to provide additional equity to support
strategic and operating needs.  The ratings on St. Marys, however,
will not necessarily move in lock-step with those on Votorantim,
as the foreign currency ratings on the parent are capped by the
sovereign rating on Brazil, and will move with the sovereign
rating.

The outlook is stable.  Standard & Poor's expects the continuing
strength in residential construction will benefit the company.
The acquisition will provide opportunities for synergies but
management will have to successfully execute to realize the full
benefits.  Strong market activity could be offset by appreciation
of the Canadian dollar, although the company's exposure to foreign
exchange risk should diminish with the acquisition.  The key to
any ratings improvement will be the company's ability to maintain
credit measures over an extended period and in the wake of a
downturn across all construction markets.


STARWOOD HOTELS: Barry S. Sternlicht Resigns as Executive Chairman
------------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc. (NYSE:HOT) founder,
Barry S. Sternlicht, will resign from his position as the
Company's Executive Chairman.  Mr. Sternlicht will also resign
from the Company's Board of Directors.  Mr. Sternlicht, who
founded the company in 1995, retired as Chief Executive Officer
last year after leading the search to identify his successor,
Steven J. Heyer, who became CEO on Oct. 1, 2004.  Mr. Sternlicht
will assume the title of Founder and Chairman Emeritus.

According to Mr. Sternlicht, he fulfilled his commitment to stay
through a transition period and now it is time for him to more
fully focus on his successful private company, Starwood Capital, a
real estate investment and private equity firm headquartered in
Greenwich, Ct. with more than $5 billion under management.

The company has elected Lizanne Galbreath as a director to fill
the vacancy created by Mr. Sternlicht's resignation, and that
current director Bruce W. Duncan has been elected Chairman of the
Board.

"Eighteen months ago, I made the decision to reduce my involvement
in the company to spend more time with my family and focus on my
other business interests," Mr. Sternlicht said.  "My commitment to
lead the search process for a new CEO and stay through the
transition period has now been fulfilled and it is now time for me
to follow through with my other commitments to my family and other
business.  I believe we have a talented executive team led by
Steve Heyer and the Board of Directors in place to execute the
strategy to maximize shareholder value."

"I am overwhelmed with the shareholders' support in reelecting me
to the Board with more than 95 percent of the vote at this year's
annual meeting in my favor," said Mr. Sternlicht.  "I could not be
more proud of the success of Starwood Hotels and Resorts which
grew from a nearly bankrupt REIT to the well respected global
giant it is today.  As both the company's founder and a major
shareholder, I remain committed to the company emotionally,
spiritually and financially.  To my 120,000 talented, passionate
colleagues around the globe I wish you all the success and
happiness in the world - you've created an innovation machine and
your potential is extraordinary."

"Additionally, I am pleased that Lizanne Galbreath has been
nominated to the Board.  Lizanne will bring valuable real estate
experience to the Board as one of the most respected individuals
in that field," Mr. Sternlicht said.

"I would like to thank Barry for the opportunity to lead this
great company which he created with vision, tenacity and
creativity," said Mr. Heyer.  "Barry has been a terrific,
collaborative partner, and I look forward to realizing our shared
goal of moving our brands from some of the best in the hotel
business, to some of the most admired in business period."

During Sternlicht's tenure as CEO, which began in the spring of
1995 with the acquisition of Hotel Investors Trust, Starwood grew
from an equity market capitalization of less than $10 million,
into the world's largest hotel company (measured by EBITDA), with
an enterprise value exceeding $15 billion. He is credited with the
rapid growth of the firm and the successful integration of Westin
Hotels and ITT Sheraton, the acquisition and expansion of Vistana,
now Starwood Vacation Ownership, and the disposition of more than
$8 billion in assets including the sale of Caesars World in 1999.

Mr. Sternlicht also conceived of and has led the expansion of the
W Hotels brand, the expansion of the St. Regis brand, the entrance
of the Company into vacation ownership, the establishment of the
nation's #1 frequent guest program, which pioneered no blackout
dates, and the introduction of innovations including the Westin
Heavenly Bed, Heavenly Bath, Heavenly Crib, Westin Workout, and
Sheraton Sweet Sleeper among many others.

"On behalf of Starwood's Board of Directors, we'd like to thank
Barry for his extraordinary performance over the last 10 years,"
said Bruce W. Duncan. "His record is one of which any CEO would be
proud, and his success has greatly benefited our shareholders."

Ms. Galbreath currently serves as a Managing Director of Galbreath
& Co., a family-owned business with real estate and private equity
holdings across the United States.  Previously, she served on the
LaSalle Partners Board of Directors and as Chairman of LaSalle
Partners' Management Services Group, providing strategic
management direction for the firm's largest business entity.  She
has also served as a board member of the Urban Land Foundation, as
a member of the executive committee of the National Realty
Committee, as a past director and current member of the Commercial
Real Estate Women and as Chairman of the Wharton Real Estate
Advisory Board.

Mr. Duncan joined Equity Residential, the largest publicly traded
apartment company in the United States, as President in April 2002
and assumed the additional title of Chief Executive Officer in
January 2003.  From April 2000 until March 2002 he was a private
investor.  From December 1995 until March 2000, Mr. Duncan served
as Chairman, President and Chief Executive Officer of The Cadillac
Fairview Corporation Limited, a real estate operating company.
Mr. Duncan has been a Director of the Company since April 1999 and
a Trustee of the Trust since August 1995.

                        About the Company

Starwood Hotels & Resorts Worldwide, Inc. --
http://www.starwoodhotels.com/-- is one of the leading hotel and
leisure companies in the world with approximately 750 properties
in more than 80 countries and 120,000 employees at its owned and
managed properties.  With internationally renowned brands,
Starwood(R) corporation is a fully integrated owner, operator and
franchisor of hotels and resorts including: St. Regis(R), The
Luxury Collection(R), Sheraton(R), Westin(R), Four Points(R) by
Sheraton, and W(R), Hotels and Resorts as well as Starwood
Vacation Ownership, Inc., one of the premier developers and
operators of high quality vacation interval ownership resorts.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 9, 2005,
Moody's Investors Service confirmed Starwood Hotels & Resorts
Worldwide Inc.'s Ba1 senior implied rating, assigned a speculative
grade liquidity rating of SGL-2, and a stable rating outlook.
This action completes the review of the company's ratings that
commenced on January 7, 2004.

The ratings confirmed are:

  -- Starwood Hotels and Resorts Worldwide, Inc.:

     * Guaranteed senior convertible notes due in 2023 at Ba1.

     * Senior, subordinated, preferred shelf at (P)Ba2, (P)Ba3,
       (P)B1, respectively.

     * Senior Implied Rating at Ba1.

     * Issuer Rating at Ba2.

  -- Sheraton Holding Corporation:

     * Guaranteed senior unsecured notes and debentures at Ba1.

  -- Starwood Hotels & Resorts

     * Senior, subordinated, preferred shelf at (P)Ba2, (P)Ba3,
       (P)B1, respectively.

The rating confirmed and will be withdrawn is:

  -- Starwood Hotels & Resorts Worldwide, Inc.

     * Guaranteed convertible zero coupon senior notes (Series A &
       B) due 2021 at Ba1.


SUNRISE SENIOR: Stockholders Scheduled to Meet Tomorrow
-------------------------------------------------------
The 2005 annual meeting of stockholders of Sunrise Senior Living,
Inc. will be held at The Hilton McLean, 7920 Jones Branch Drive,
McLean, Virginia on Wednesday, May 11, 2005 at 9:00 a.m., for the
following purposes:

     (1) to elect two directors of Sunrise for three-year terms
         and until their successors will have been elected and
         qualified;

     (2) to approve an amendment to Sunrise's employee stock
         purchase plan to increase the aggregate number of shares
         of Sunrise's common stock that may be made available for
         purchase under the plan from 300,000 shares to 1,050,000
         shares; and

     (3) to transact other business as may properly come before
         the meeting, or any adjournments or postponements of the
         meeting.

The Board of Directors has fixed March 15, 2005, as the record
date for the determination of stockholders entitled to notice of,
and to vote at the annual meeting and any adjournments or
postponements.  Only stockholders of record at the close of
business on that date are entitled to notice of, and to vote at,
the annual meeting.  All stockholders are cordially invited to
attend the annual meeting.

In the event that there are not sufficient votes to approve the
foregoing proposals at the time of the annual meeting, the annual
meeting may be adjourned or postponed to permit further
solicitation of proxies by Sunrise.

Sunrise Senior Living is the nation's largest provider of senior
living services. The McLean, Va.-based Company employs more than
35,000 people. As of December 31, 2004, Sunrise operates 381
communities that are open in the United States, Canada, Germany
and the United Kingdom with a combined capacity for approximately
43,000 residents. Sunrise also has 32 communities under
construction in these countries with a combined capacity for
approximately 2,900 residents.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2003,
Standard & Poor's Ratings Services raised its corporate credit
rating on assisted living and senior housing facility operator
Sunrise Senior Living, Inc., to 'BB-' from 'B+', and the
subordinated debt rating on the company to 'B' from 'B-'.  The
outlook is stable.


SURGILIGHT: Looks for More Financing to Continue as Going Concern
-----------------------------------------------------------------
SurgiLight Inc.'s target market is refractive surgery,
particularly reversal of presbyopia, one of the last frontiers of
ophthalmology.  Presbyopia is a natural aging phenomenon where an
aging person loses the ability to focus properly in the
near vision field for reading.  In February 2004, The Wall Street
Journal reported that 110 million Americans over the age of 40
suffer from presbyopia. In July 2001, Ophthalmology Management
estimated that the market for presbyopia could be two to three
times larger than that for LASIK.

SurgiLight Inc. began actively promoting the sale of the
OptiVision laser in late September of 2001.  Now the newly
appointed Board of Directors and management team focuse its
efforts on the core business of presbyopia reversal rather than
generating royalty revenue from the sale of LASIK agreements.  The
Company decided to sell its LASIK product line to Tao Enterprises
in February 2002, which was one of the main sources of revenue
prior to the year 2002.  In addition, the Company decided to
dispose of its Plantation Laser Center, AMLSI (another main source
of revenue) and holdings in EMX to focus on presbyopia.  The
Company believes that the sales of OptiVision for presbyopia
reversal will continue to increase.

As of December 31, 2004, SurgiLight Inc. had a cash balance of
$2,815 and a working capital deficit of $2,361,810 as compared to
a cash balance of $31,420 and a working capital deficit of
$2,634,804 at December 31, 2003.  The Company had $65,612 in
positive cash flow from operating activities during 2004 and paid
down $130,074 of its credit line.

The Company's future capital requirements will depend on many
factors, the scope and results of pre-clinical studies and pre-
clinical trials, the cost and timing of regulatory approvals,
research and development activities, establishment of
manufacturing capacity, and the establishment of the marketing and
sales organizations and other relationships, acquisitions or
divestitures, which may either involve cash infusions or require
additional cash.  There is no guarantee that without additional
revenue or financing, the Company will be able to meet its future
working capital needs.  In addition, without the required
regulatory approvals, the value of the Company's inventory could
become impaired.

The Company has severe liquidity problems which compromises its
ability to pay principal and interest on debt and other current
operating expenses in a timely manner.  The Company is seeking
additional sources of financing, which may include short-term
debt, long-term debt or equity.  There is no assurance that the
Company will be successful in raising additional capital.  During
February 2005, the Company generated $1,800,000 in funds from the
$2 million license agreement completed with Biolase.  The Company
is also negotiating with many of its vendors to settle those
liabilities with lower payments.

The Company is continuing to seek additional funding with a number
of lenders.  However, there is no guarantee that any financing
will be received.  The Company's ability to meet its working
capital needs will be dependent on the ability to sign additional
distribution and licensing arrangements, achieve a positive cash
flow from operations, achieve and sustain profitable operations,
and obtain additional debt and/or equity capital.

                        Lack of Liquidity

As stated above, the Company's ability to meet its working capital
needs will be dependent on the ability to sign additional
distribution and licensing arrangements, achieve a positive cash
flow from operations, achieve sustainable profitable operations,
and acquire additional capital.  While it has produced several
quarters of positive cash flow, the cash generated has been used
to repay portions of its substantial indebtedness, leaving few
funds available to expand its clinical trials or sales and
marketing efforts.

If unable to obtain additional funds from other financings the
Company may have to significantly curtail the scope of its
operations and alter its business model.  Management is seeking
additional sources of financing, which may include short-term
debt, long-term debt or equity.  However there is no assurance
that the Company will be successful in raising additional capital.
Management indicates that if additional financing is not available
when required, or is not available on acceptable terms, then
SurgiLight may be unable to continue operations at current levels,
or at all.

Failure to raise additional financing or achieve and maintain
profitable operations may result in the inability to successfully
promote its brand name, develop or enhance the medical eye laser
technology or other services, take advantage of business
opportunities or respond to competitive pressures, any of which
could have a material adverse effect on its financial condition
and results of operations, or existence as a going concern.

SurgiLight, Inc., develops and acquires new laser technologies for
various ophthalmic applications, including not only presbyopia
reversal and treatment, but also cataract removal and treatment of
glaucoma.  The Company holds 16 patents, with 23 patents pending.


TELIGENT INC: Administrative & Priority Creditors Get 6.88% More
----------------------------------------------------------------
Teligent, Inc., Teligent Services, Inc., and Teligent of Virginia,
Inc., are preparing to make a second and final distribution to
holders of allowed administrative and priority claims against
their estates.  The Reorganized Companies expect the second and
final distribution will be for 6.88% of each allowed
administrative and priority claim.  This is in addition to an
Interim Distribution made on January 11, 2005.

Teligent, Inc., a provider of broadband communication services
offering business customers local, long distance, high-speed data
and dedicated Internet services over its digital SmartWave local
networks in major markets throughout the United States, filed for
chapter 11 protection on May 21, 2001.  James H.M. Sprayregen,
Esq., Matthew N. Kleiman, Esq., and Lena Mandel, Esq., at Kirkland
& Ellis represent the Debtors in their restructuring effort.  When
the Company filed for protection from its creditors, it listed
$1,209,476,000 in assets and $1,649,403,000 debts.  The Debtors'
Third Amended Plan of Reorganization was confirmed on Sept. 6,
2002, and took effect on Sept. 12, 2002.

Under Teligent's Plan, Savage & Associates, P.C., was appointed as
the Unsecured Claim Estate Representative to prosecute the
estate's avoidance actions.  Denise Savage, Esq., and her team of
professionals initiated more than 1,000 avoidance actions to
recover alleged preferential transfers, fraudulent conveyances,
improper postpetition transfers and setoffs, and recovered tens of
millions of dollars for the benefit of creditors.  Judge Bernstein
rejected Ms. Savage's attempt to recharacterize more than $400
million of public debt as equity.


TGS INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: TGS, Inc.
        4500 Southgate Place, Suite 400
        Chantilly, Virginia 20151

Bankruptcy Case No.: 05-11734

Type of Business: The Debtor manufactures closed circuit
                  television and other security equipment.

Chapter 11 Petition Date: May 5, 2005

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Thomas P. Gorman, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, PLC
                  700 South Washington Street, Suite 216
                  Alexandria, Virginia 22314
                  Tel: (703) 549-5010
                  Fax: (703) 549-5011

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
GVG (Thomson Broadcast)                                 $226,452
400 Providence Mine Road
Nevada City, CA 95959

Leitch Inc.                                             $172,130
920 Corporate Lane
Chesapeake, VA 233203641

CDW                                                     $106,154
200 North Milwaukee Avenue
Vernon Hills, IL 60061

Link Communications                                      $72,050
7119 Rita Court
Alexandria, VA 22306

Miranda Technologies, Inc.                               $69,480
3499 Douglas B. Floreani
Montreal, Quebec H4S 2C6,
Canada

Snell & Wilcox, Inc.                                     $61,517
3519 Pacific Avenue
Burbank, CA 91505

Tektronix                                                $57,577
7416 Collection Center Drive
Chicago, IL 60693

R.E.P.A., Inc.                                           $53,550
348 Thompson Creek Road
Stevensville, MD 21666

Dell Financial Services       Equipment Loans            $52,849
P.O. Box 5292
Carol Stream, IL 601975292

SMI                                                      $49,738
4132 Westfax Drive
Chantilly, VA 20151

Nvision                                                  $49,502
125 Crown Point Court
Grass Valley, CA 95945

Hitachi Denshi America, Ltd.                             $46,464
150 Crossways Park Drive
Woodbury, NY 11797

Sony Electronics, Inc.                                   $46,121
22471 Network Place
Chicago, IL 606731224

Harris Corp. Automation                                  $43,612
Solutions
1025 West NASA Boulevard
Melbourne, FL 32919

Digital Video Group                                      $43,410
10049 Lickinghole Road, Suite A
Ashland, VA 23005

Broadcasters General Store                               $42,054
2480 Southeast 52nd Street
Ocala, FL 344807500

Chesapeake Marketing Assoc.                              $39,301
11206 North Club Drive
Fredericksburg, VA 22408

IBM                                                      $38,592
500 First Avenue
Pittsburgh, PA 15219

Vinten, Inc.                                             $37,255
709 Executive Boulevard
Valley Cottage, NY 10989

Crispin Corporation                                      $35,908
312 W Millbrook, Suite 113
Raleigh, NC 27609


TEXAS PIG: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Texas Pig Stands, Inc.
        807 South Presa
        San Antonio, Texas 78210

Bankruptcy Case No.: 05-52336

Type of Business: The Debtor owns and operates several restaurants
                  in Texas.

Chapter 11 Petition Date: April 25, 2005

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: William R. Davis, Jr., Esq.
                  Langley & Banack, Inc.
                  745 East Mulberry #900
                  San Antonio, Texas 78212
                  Tel: (210) 736-6600

Financial Condition as of April 21, 2005:

   Total Assets: $0

   Total Debts:  $1,787,368

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Performance Food Group        Goods and services        $350,000
204 North Brownson
Victoria, TX 77901

Richard & Helen Hailey        Unsecured loans           $124,500
14903 Eminence
San Antonio, TX 78248

Chase Bank                    Credit line                $95,000
P.O. Box 26489
New York, NY 10087-6489

Comptroller of Public         Taxes                      $80,206
Accounts
Capitol Station
Austin, TX 78774-0100

American Express              Credit card purchases      $54,000
P.O. Box 650448
Dallas, TX 75265-0448

Glazier Foods, Inc.           Goods and services         $50,000
11303 Antoine
San Antonio, TX 77066

Hibernia Bank                 Line of credit             $45,000
P.O. Box 60058
New Orleans, LA 70160-0058

Bank of America               Credit card purchases      $35,000
P.O. Box 2463
Spokane, WA 99210

Leaf Financial Corp.          Purchase money             $35,000
P.O. Box 643172               security interest
Cincinnati, OH 45264-3172     Value of security:
                              $20,000

American Express              Credit card purchases      $31,000
P.O. Box 360002
Ft. Lauderdale, FL 33336

AAA Financial Services        Credit card purchases      $31,000
P.O. Box 15026
Wilmington, DE 19850

Produce Express               Services                   $23,000
1603 South Zarzamora
San Antonio, TX 78207

Bank One                      Credit card purchases      $16,500
P.O. Box 8650
Wilmington, DE 19899

American Express              Credit card purchases      $14,200
P.O. Box 360002
Ft. Lauderdale, FL 33336

Chase Bank                    Credit card purchases      $14,000
P.O. Box 52064
Phoenix, AZ 85072

Superior Tomato               Services                   $11,000
750 Merida
San Antonio, TX 78207

Bank of America               Credit card purchases      $10,000
P.O. Box 2463
Spokane, WA 99210

Bank of America               Credit card purchases       $7,500
P.O. Box 1390
Norfolk, VA 23501

Advanta Bank Corp.            Credit card purchases       $7,500
P.O. Box 30715
Salt Lake City, UT 84130

Jordan's Air                  Services                    $6,000
Conditioning Co.
6023 W. 34th St.
Houston, TX 77092


TEXAS REINVESTMENT: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Texas Reinvestment Corporation II
        800 Gentleman Road
        San Antonio, Texas 78201-6702

Bankruptcy Case No.: 05-52536

Chapter 11 Petition Date: May 2, 2005

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Arthur J. Rossi, Jr., Esq.
                  8620 North New Braunfels Avenue, Suite 541
                  San Antonio, Texas 78217
                  Tel: (210) 822-8818
                  Fax: (210) 826-0374

Total Assets: $4,510,571

Total Debts:  $4,177,021

Debtor's 12 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bexar County Housing          Loans                      $60,000
Finance Corporation
Bexar County Courthouse,
Suite 101
100 Dolores Avenue
San Antonio, Texas 78205

Yeager, Douglas A.            Substitute trustee              $0
Locke, Liddell & Sap, L.L.P.
3200 JP Morgan Chase Tower
600 Travis Street
Houston, Texas 77002

Spain, Michael L.             Attorney for                    $0
Fulbright & Jaworski, L.L.P.  Bexar County
300 Convent St., Suite 2200
San Antonio, Texas 78205

Sheffield, Rebecca            Possible claim prior            $0
                              Management

Matthews, J. Chris            Indenture trustee               $0

Jimenez, Augie                Possible claim prior            $0
                              Management

IBC Bank San Antonio          Unknown claims                  $0

Goodwin, Mike                 Possible claim prior            $0
                              Management

Ford, James                   Possible claim                  $0

Dougherty Summit Securities,  Loans                           $0
L.L.C.

Condit, John                  Possible claim prior            $0
                              Management

Carpenter Asset Management    Possible claim prior            $0
Association                   Management


TRICOM SA: March 31 Balance Sheet Upside-Down by $115 Million
-------------------------------------------------------------
Tricom, S.A. (OTC Bulletin Board: TRICY) reported consolidated
unaudited financial and operational results for the first quarter
ended March 31, 2005.  These results reflect increased penetration
in the Company's core domestic businesses, as well as improved
macroeconomic conditions in the Dominican Republic characterized
by the appreciation of the value of the Dominican peso.  The 2005
first quarter marks the Company's third consecutive quarter of
revenue growth, primarily driven by increased revenues from its
domestic telephony, mobile, cable television and data and Internet
access services.

"We are very pleased to report another quarter of double-digit
revenue growth driven by strong subscriber growth in our major
domestic businesses," said Carl Carlson, Chief Executive Officer.
"During the first quarter, we continued executing on our
disciplined, focused business plan.  Going forward, we are
cautiously optimistic and expect continuing progress by making
targeted capital investments, while maintaining a rigorous
financial discipline with respect to operational decisions."

                     Results of Operations

Operating revenues grew 26.9 percent to $55.0 million for the 2005
first quarter, compared to the same period in the previous year,
driven primarily by the Company's domestic telephony, mobile,
cable and data & Internet services, offset by lower international
long distance revenues.  Operating losses totaled $1.9 million
during the 2005 first quarter, compared to $9.3 million during the
2004 first quarter.  The improvement in the Company's operating
performance during the 2005 first quarter is attributable to
improved margins driven by higher operating revenues.  Net loss
totaled $19.2 million, or $0.30 per share for the 2005 first
quarter, compared to a net loss of $23.3 million, or $0.36 per
share during the 2004 first quarter.

First quarter long distance revenues decreased by 13.7 percent to
$18.6 million from the year-ago period, primarily due to lower
international long distance traffic, derived from the Company's
U.S.-based wholesale and retail operations, together with lower
average termination rates to the Dominican Republic.  On a
sequential basis, however, first quarter long distance revenues
increased by 8.2 percent from long distance revenues in the 2004
fourth quarter driven by a higher volume of long distance minutes.

Domestic telephony revenues increased by 75.4 percent to
$20.6 million in the 2005 first quarter, primarily due to a higher
average number of lines in service and average revenues per
subscriber, together with the positive impact of currency
appreciation.  At March 31, 2005, the Company had approximately
156,000 lines in service, representing a 6.5 percent increase from
lines in service at March 31, 2004.

Mobile revenues increased by 45.5 percent to $9.2 million in the
2005 first quarter, driven primarily by higher mobile subscriber
additions and airtime minutes coupled with the increase in the
average value of the Dominican peso during the first quarter.
Mobile subscribers at March 31, 2005, totaled approximately
320,000, representing a 15.6 percent increase from mobile
subscribers at March 31, 2004.  During the 2005 first quarter, the
Company identified and voluntarily disconnected approximately
28,000 mobile subscribers that had not utilized the Company's
services for an extended period of time.

Cable revenues increased by 79.4 percent to $4.7 million for the
2005 first quarter, primarily due to currency appreciation, a
higher average cable subscriber base, as well as higher monthly
cable service fees.  At March 31, 2005, cable subscribers totaled
approximately 60,500, a 1.6 percent increase from the number of
cable subscribers at March 31, 2004.

Data and Internet revenues increased by 73.1 percent to
$1.9 million for the 2005 first quarter, mainly due to the growth
of the Company's data and Internet subscriber base, as well as the
positive impact of currency appreciation during the first quarter.
At March 31, 2005, data and Internet access accounts totaled
approximately 15,300, representing a 6.6 percent increase from the
number of data and Internet subscribers at March 31, 2004.

Consolidated operating costs and expenses increased by 8.0 percent
to $56.9 million in the 2005 first quarter, primarily driven by
higher selling, general and administrative expenses (SG&A) and
increased costs of sales and services.  These increases were
partly offset by lower non-cash depreciation and amortization
charges.

SG&A expenses increased by 38.3 percent to $17.8 million in the
2005 first quarter, primarily as a result of higher salaries and
other employee compensations, energy and occupancy costs, as well
as marketing and promotional expenses.  The increases in SG&A
expenses were largely due to the impact of currency appreciation
over peso-denominated expenses.  Cost of sales and services
increased 4.4 percent to $21.9 million during the 2005 first
quarter due to higher dollar-denominated transport and access
charges, offset in part by a lower cost of equipment sold.  Due to
a lower average depreciable asset base, the Company's depreciation
and amortization charges decreased by 4.6 percent to $16.0 million
during the 2005 first quarter.

Interest expense totaled approximately $16.5 million in the 2005
first quarter, compared to $15.4 million in the 2004 first
quarter.  Beginning in October 2003, the Company suspended
principal and interest payments on its unsecured debt obligations
and principal payments on its secured indebtedness.  During the
2005 first quarter, the Company recorded approximately $1.0
million in foreign currency exchange losses attributed to the
impact of the rise of average value of the Dominican peso on the
Company's peso-denominated liabilities.

                  Liquidity and Capital Resources

Total debt amounted to $448.0 million at March 31, 2005, compared
to $448.3 million at December 31, 2004.  Total debt included $200
million principal amount of 11-3/8 percent Senior Notes,
approximately $34.0 million of secured debt and approximately
$214.0 million of unsecured bank and other debt.

At March 31, 2005, the Company had approximately $24.0 million of
cash on hand, compared to $17.7 million at hand at December 31,
2004, and $7.4 million at hand at March 31, 2004. The increase in
cash resulted from higher cash provided by the Company's operating
activities. During the 2005 first quarter, the Company's net cash
provided by operating activities totaled $9.3 million, compared to
net cash provided by operating activities of $5.6 million during
the 2004 first quarter.

Capital expenditures totaled $1.5 million during the 2005 first
quarter, compared to $766,000 during the 2004 first quarter. The
Company's capital expenditures during the 2005 first quarter were
made primarily for the installation of additional lines, mobile
network enhancements and other network improvements.

                  Financial Restructuring Update

Since October 2003, the Company has suspended principal and
interest payments on its outstanding unsecured indebtedness and
principal payments on its secured indebtedness.  As a result, the
Company is in default with respect to its outstanding
indebtedness, approximately $400 million principal amount as of
December 31, 2004.

As previously announced, the Company continues to engage in
discussions with the holders of its indebtedness, which includes
an ad hoc committee of holders of its 11-3/8 percent Senior Notes
due 2004, regarding an agreement on a consensual financial
restructuring of its balance sheet. The Company's future results
and its ability to continue operations will depend on the
successful conclusion of the restructuring of its indebtedness.

Since these negotiations are ongoing, the value and treatment of
the Company's existing secured and unsecured obligations, as well
as that of the interest of its existing shareholders, is uncertain
at this time. Even if a restructuring can be completed, the value
of the Company's existing debt securities and instruments is
expected to be substantially less than the current recorded face
amount of such obligations, and investors in the Company's equity
interests, including the American Depository Shares, are expected
to receive little or no value with respect to their investment.

                           About Tricom

Tricom, S.A. -- http://www.tricom.net/-- is a full-service
communications services provider in the Dominican Republic.  The
Company offers local, long distance, mobile, cable television and
broadband data transmission and Internet services.  Through Tricom
USA, the Company is one of the few Latin American-based long
distance carriers that are licensed by the U.S. Federal
Communications Commission to own and operate switching facilities
in the United States.  Through its TCN Dominicana, S.A.
subsidiary, the Company is the largest cable television operator
in the Dominican Republic based on our number of subscribers and
homes passed.

At March 31, 2005, Tricom's balance sheet showed a $214,972,000
stockholders' deficit, compared to a $195,733,000 deficit at
Dec. 31, 2004.


TRINSIC INC: Faces Possible Stock Delisting from Nasdaq
-------------------------------------------------------
The NASDAQ Stock Market, Inc. has notified Trinsic, Inc.,
(NASDAQ/SC: TRIN) that the market value of its common stock
remains below the minimum of $35 million required by Marketplace
Rule 4310(c)(2)(B)(ii) and accordingly its shares will be delisted
from the Nasdaq SmallCap Market at the opening of business on
May 17, 2005.  The company indicated that it intends to appeal the
decision.  An appeal will stay the delisting pending a hearing
before a hearing panel.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Apr. 27, 2005,
PricewaterhouseCoopers expressed substantial doubt about Trinsic,
Inc.'s ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2004.

"The Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern," PwC stated in its audit
report.  In general, a "going concern" qualification relates to an
entity's ability over the coming year to meet its obligations as
they become due without substantial disposition of assets outside
the normal course of business, restructuring of debt, externally
forced revisions of its operations, or similar actions.

                        About the Company

Trinsic, Inc. -- http://www.trinsic.com/-- offers consumers and
businesses traditional and IP telephony services.  Trinsic's
products include proprietary services, such as Web-accessible,
voice-activated calling and messaging features that are designed
to meet customers' communications needs intelligently and
intuitively.  Trinsic is a member of the Cisco Powered Network
Program and makes its services available on a wholesale basis to
other communications and utility companies, including Sprint.
Trinsic, Inc., changed its name from Z-Tel Technologies, Inc. on
January 3, 2005.


TOYS 'R' US: Accepts $380.7 Million Senior Notes for Purchase
-------------------------------------------------------------
Toys "R" Us, Inc.'s (NYSE: TOY) previously announced offer to
purchase for cash up to $402,500,000 principal amount of its
outstanding Senior Notes due Aug. 16, 2007 expired at 11:59 p.m.
on May 3, 2005.  The notes are issued on May 28, 2002, as part of
the Company's Equity Security Units in the form of 8,050,000
Normal Units.  It is currently estimated that in the tender offer,
$380,687,000 aggregate principal amount of Notes were validly
tendered and will be accepted for payment.  As a result, the
estimated 7,613,740 related Equity Security Units of which these
tendered Notes are a part will no longer constitute Normal Units
and accordingly are not currently listed on the New York Stock
Exchange.  The Normal Units trade on the New York Stock Exchange
under the symbol "TOYPrA." The settlement date of the Offer is
expected to be May 6, 2005.

Toys "R" Us, Inc., is one of the leading specialty toy retailers
in the world.  It currently sells merchandise through more than
1,500 stores, including 680 toy stores in the U.S. and 608
international toy stores, including licensed and franchise stores
as well as through its Internet sites at http://www.toysrus.com/
and http://www.imaginarium.com/and http://www.sportsrus.com/
Babies "R" Us, a division of Toys "R" Us, Inc., is the largest
baby product specialty store chain in the world and a leader in
the juvenile industry, and sells merchandise through 219 stores in
the U.S. as well as on the Internet at http://www.babiesrus.com/

                            *     *     *

As reported in the Troubled Company Reporter on March 21, 2005,
Fitch Ratings believes that Toys 'R' Us, Inc., could be
downgraded, and possibly into the 'B' category, following the sale
of the company to a joint venture formed by affiliates of Kohlberg
Kravis Roberts & Co., Bain Capital Partners LLC, and Vornado
Realty Trust.

This investor group has agreed to acquire TOY for $6.6 billion and
assume TOY's debt, which totals approximately $2.3 billion.  TOY's
senior notes are currently rated 'BB' by Fitch and remain on
Rating Watch Negative, where they were placed in August 2004.
It is currently expected that the acquisition will be financed
with a material debt component.  Vornado separately announced this
morning that it will be investing $450 million for a one-third
interest in the acquiring joint venture, implying a total equity
component of $1.35 billion.  This, in turn, implies a debt
component of the purchase price in excess of $5 billion.

This amount of debt would push TOY's adjusted debt/EBITDAR to
around nine times on a pro forma basis from around 5.0 times in
the twelve months ended Oct. 30, 2004.  It is possible that the
company will raise additional equity or engage in asset sales,
with the proceeds used to reduce acquisition debt.  Nonetheless,
the Rating Watch Negative status reflects the expectation that
without a significant equity component to the financing, a
downgrade of potentially several notches would likely be
warranted.  Fitch will base its final rating decision on an
assessment of the structure and financial profile of the acquiring
entity.  Fitch will also continue to evaluate trends in TOY's
operations, which remain pressured by competition from the
discounters and general weakness in toy retailing.


TRUMP ENTERTAINMENT: S&P Puts BB- Rating on $500 Mil. Senior Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Trump Entertainment Resorts Holdings L.P.

At the same time, Standard & Poor's assigned its 'BB-' rating to
TER's $500 million senior secured first lien bank facility.  This
facility is secured by a first priority interest in substantially
all assets of TER and its subsidiaries.  The 'BB-' bank loan
rating is rated two notches higher than TER's corporate credit
rating; this and the '1' recovery rating indicate Standard &
Poor's opinion that lenders can expect full (100%) recovery of
principal in the event of a payment default.

Concurrently, Standard & Poor's assigned its 'B-' rating to the
$1.25 billion 8.5% senior secured second lien notes due 2015
to be issued by TER and its wholly owned subsidiary, Trump
Entertainment Resorts Funding Inc.  The notes are rated one notch
below TER's corporate credit rating.  This and the '3' recovery
rating indicate Standard & Poor's assessment that in the event of
a payment default, noteholders are likely to receive meaningful
(50%-80%) recovery of principal.  The outlook on TER is stable.

Pro forma for the various transactions, the company will have
approximately $1.5 billion in consolidated debt outstanding,
and more than $300 million in available borrowing capacity under
its proposed bank facility.

New York-based TER is the recapitalized entity that was previously
named Trump Hotels & Casino Resorts Inc., which filed voluntary
bankruptcy under Chapter 11 of the United States Bankruptcy Code
on Nov. 21, 2004.  The new bond offering and bank facility
proceeds are part of the reorganization process that is
expected to conclude in May 2005 when the company exits from
bankruptcy.


ULTIMATE ELECTRONICS: Has Until July 10 to Remove Civil Actions
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Ultimate Electronics, Inc., and its debtor-affiliates an
extension, through and including July 10, 2005, to file notices of
removal with respect to pre-petition Civil Actions pursuant to
28 U.S.C. Section 1452 and Rules 9006 and Rules 9027 of the
Federal Rules of Bankruptcy Procedure.

The Debtors explain they are parties to numerous pre-petition
administrative and judicial proceedings currently pending in
various courts and administrative agencies throughout the country.
The Civil Actions involve a wide variety of claims, including
securities, discrimination, employment, contract and personal
injury claims.

The Debtors gave the Court three reasons in support of the
extension:

   a) the large number of Civil Actions involved and the wide
      variety of claims throughout the country;

   b) since the Petition Date, the Debtors have been focused
      primarily on:

         (i) resolving their liquidity crisis, maintaining the
             value of their  businesses, and fulfilling their
             obligations as debtors-in-possession;

        (ii) complying with the terms required by the DIP
             Agreement with their post-petition lenders,
             conducting inventory liquidations and soliciting bids
             in connection with their executory contracts and
             nonresidential unexpired leases disposition, and
             formulating a plan of reorganization;

       (iii) continuing negotiations among the Debtors'
             management, legal and financial advisors together
             with the lenders and the Creditors Committee on an
             overall business strategy that may impact certain of
             the Civil Actions; and

   c) the extension is in the best interests of the Debtors'
      estates, their creditors and will protect their valuable
      right to adjudicate lawsuits pursuant to 28 U.S.C. Section
      1452.

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc.
-- http://www.ultimateelectronics.com/-- is a specialty retailer
of consumer electronics and home entertainment products located in
the Rocky Mountain, Midwest and Southwest regions of the United
States.  The Company operates 65 stores and focuses on mid-to
high-end audio, video, television and mobile electronics products.
The Company and its debtor-affiliates filed for chapter 11
protection on January 11, 2005 (Bankr. D. Del. Case No. 05-10104).
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represents the Debtors in their restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $329,106,000 and total debts of $160,590,000.


VALLEY MEDIA: Cross & Simon Prosecuting Suit Against EMI Music
--------------------------------------------------------------
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,
to investigate and prosecute an adversary proceeding (Adv. Pro.
No. 03-58560) against EMI Music Distribution to recover alleged
prepetition preferential transfers totaling $4.2 million.

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.

Valley Media's lawyers at Morris, Nichols, Arsht & Tunnell can't
prosecute the lawsuit because the firm is conflicted.

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).  Robert J. Dehney, Esq., and Michael G. Busenkell,
Esq., at Morris, Nichols, Arsht & Tunnell represent the Debtor in
its restructuring efforts.  When the Debtor sought protection
from its creditors, it listed $241,547,000 in total assets and
$259,206,000 in total debts.

This story corrects factual errors reported in the Troubled
Company Reporter on March 30, 2005, and May 6, 2005, concerning
the scope of Cross & Simon's engagement and the identity of Valley
Media's general bankruptcy counsel.

Judge Walsh entered an order confirming Valley Media's Liquidating
Plan on May 6, 2005.  A summary of that plan appeared in the
Troubled Company Reporter on Mar. 29, 2005, and Feb. 22, 2005.


VENTURE HOLDINGS: Hires Freshfields Bruckhaus as European Counsel
-----------------------------------------------------------------
The Honorable Thomas J. Tucker of the United States Bankruptcy
Court for the Eastern District of Michigan, Southern Division,
gave Venture Holdings Company LLC and its debtor-affiliates
permission to employ Freshfields Bruckhaus Deringer as their
European Counsel, nunc pro tunc to March 2, 2005.

Freshfields Bruckhaus will:

   a) advise the Debtors on structuring the sale of some of
      its European subsidiaries and assets;

   b) identify and analyze the issues of potential concern
      to purchasers in order to assist them with their due
      diligence exercise;

   c) assist in matters of transaction management and
      closing; and

   d) comment on the relevant aspects of the sale
      documentation.

The professionals who will provide services for the Debtors and
their hourly billing rates are:

      Professional         Designation          Hourly Rate
      ------------         -----------          -----------
      Stephen Revell, Esq.   Partner               GBP495
      Chris Howard, Esq.     Partner               GBP495
      Philip Hameau          Senior Associate      GBP395
      Edward Freeman         Junior Associate      GBP235

Based in Fraser, Michigan, Venture Holdings Company and its
debtor-affiliates filed for chapter 11 protection (Bankr. E.D.
Mich. Case No. 03-48939) on March 28, 2003.  Deluxe Pattern
Corporation and its debtor-affiliates filed for chapter 11
protection on May 24, 2004 (Bankr. E.D. Mich. Case No. 04-54977).
Together, Venture and Deluxe are part of a worldwide full-service
automotive supplier, systems integrator and manufacturer of
plastic components, modules and systems.  As of March 31, 2002,
the Debtors had total assets of $1,459,834,000 and total debts of
$1,382,369,000.


VENTURE HOLDINGS: Appoints Mercer as Human Resources Consultant
---------------------------------------------------------------
Venture Holdings Company LLC and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, to hire Mercer Human
Resources Consulting as their Human Resources and Litigation
Consultant, nunc pro tunc to March 3, 2005.

Mercer will:

   a) provide human resources and litigation consulting in
      support of the Debtor's Employee Retention Program
      filed February 24, 2005;

   b) review the competitiveness of the Debtor's total
      compensation package; and

   c) provide other services as mutually agreed.

The professionals who will provide services for the Debtor and
their hourly billing rates are:

             Professional        Hourly Rate
             ------------        -----------
             Principal           $500 to 700
             Associate            205 to 450
             Consulting Analysts  150 to 300

Fees for Mercer's Administrative Support staff are included in
Mercer's consultant's billing rates and are not billed separately.

To the best of the Debtor's knowledge, Mercer does not hold
interests adverse to the Debtor or its estate.

Based in Fraser, Michigan, Venture Holdings Company and its
debtor-affiliates filed for chapter 11 protection (Bankr. E.D.
Mich. Case No. 03-48939) on March 28, 2003.  Deluxe Pattern
Corporation and its debtor-affiliates filed for chapter 11
protection on May 24, 2004 (Bankr. E.D. Mich. Case No. 04-54977).
Together, Venture and Deluxe are part of a worldwide full-service
automotive supplier, systems integrator and manufacturer of
plastic components, modules and systems.  As of March 31, 2002,
the Debtors had total assets of $1,459,834,000 and total debts of
$1,382,369,000.


VERITRANS SPECIALITY: Case Summary & 20 Largest Creditors
---------------------------------------------------------
Lead Debtor: Veritrans Speciality Vehicles, Inc.,
             dba VSV Group
             fdba McCoy Miller
             fdba Goshen Coach
             1110 D.I. Drive
             Elkhart, Indiana 46514

Bankruptcy Case No.: 05-32531

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      VSV Group, Inc.                            05-32527

Type of Business: The Debtor manufacturers small and mid-sized
                  buses and ambulances.

Chapter 11 Petition Date: May 9, 2005

Court: Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtors' Counsel: Michael B. Watkins, Esq.
                  Barnes & Thornburg
                  600 1st Source Bank Center
                  100 North Michigan Street
                  South Bend, Indiana 46601
                  Tel: (574) 237-1159

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

Veritrans Speciality     $10 Million to        $10 Million to
Vehicles, Inc.           $50 Million           $50 Million

VSV Group, Inc.          Less than $50,000     $10 Million to
                                               $50 Million

Veritrans Speciality Vehicles, Inc.'s 20 Largest Unsecured
Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Pro Air Inc.                                    $628,920
   PO Box 13008
   Lewiston, ME 04243

   Freedman Seating Company                        $523,620
   4545 W. Augusta
   Chicago, IL 60651

   The Braun Corporation                           $274,389
   Department 6011
   Carol Stream, IL 60122

   Integris Metals                                 $181,856

   Whelen Engineering Co.                          $137,830

   Owes Corning Fabrication Solutions              $122,111

   Lamilux & Lami Plast, Inc.                      $116,332

   Ricon Corporation                               $111,401

   Q'Straint                                        $94,776

   Odyssey Group, LLC                               $93,093

   Atwood Mobile Products                           $92,083

   Huttig Building Products                         $90,480

   A.B.'s Glove & Abrasives                         $82,553

   Elkhart Metal Distributing                       $77,622

   Crystal Industries                               $64,219

   Postle Distributors, Inc.                        $62,794

   Northern Indiana Paint                           $61,178

   Sure-Lok Inc.                                    $59,490

   Austin hardware & Supply                         $52,440

   Cast Products, Inc.                              $46,074


VERTIS INC: Poor Performance Prompts S&P to Pare Ratings
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Vertis
Inc., including its corporate credit rating to 'B-' from 'B'.

All ratings were removed from CreditWatch, where they were placed
on Feb. 24, 2005.  The outlook is negative.  As of March 31, 2005,
the company had $1.3 billion of debt outstanding, including a
$114.2 million accounts receivable facility due November 2005 and
about $160 million in 13% mezzanine notes maturing 2009 at the
holding company, Vertis Holdings Inc.

"The downgrade reflects our expectation that Vertis' operating
results will remain under pressure in the intermediate term due to
low advertising insert volumes, significant corresponding price
competition, and unstable demand for direct mail," said Standard &
Poor's credit analyst Sherry Cai.  In addition, while availability
under the company's revolving credit facility is currently
adequate at $107 million, the cushion under the bank covenant has
tightened, and a violation could occur if operating performance
does not stabilize in the next couple of quarters.

EBITDA in the March 2005 quarter fell 34% to $28 million due to
unstable demand in Vertis' direct mail and continued challenges in
advertising insert environment.   This follows a year-over-year
decline in EBITDA of 18% in the December 2004 quarter.  Over the
near term, operating visibility is expected to remain limited and,
as a result, Standard & Poor's does not expect meaningful
improvements in credit measures.  While insert volumes improved
somewhat in 2004 with a recovery in advertising spending,
overcapacity in the industry has resulted in intense pricing
pressure, which has led to lower margins.

In response, the company continues to reduce its overall cost
structure.  Although these initiatives have helped to somewhat
compensate for the pricing pressures, they have not fully offset
the difficult business conditions.  Standard & Poor's expects
results from direct mail operations to remain volatile in the next
few quarters, driven by the high levels of competition in the
segment and unstable demand.


WORLDCOM INC: Court Bars Browning & Pinkston Trespass Cases
-----------------------------------------------------------
As previously reported in the Troubled Company Reporter on
September 22, 2004, WorldCom, Inc., and its debtor-affiliates
asked Judge Gonzalez to bar the prosecution of two putative class
action lawsuits raising trespass claims concerning fiber optic
cable that the Debtors installed many years before the Petition
Date:

   (1) A lawsuit brought by Oscar Pinkston and a putative class
       of similarly situated landowners in Alabama, pending
       in the U.S. District Court for the Middle District of
       Alabama as Civil Action No. 04-523 (MEF-SRW); and

   (2) A lawsuit brought by Victor O. Browning and a putative
       class of similarly situated landowners in Kansas,
       Arkansas, Indiana, Kentucky, Missouri, Nebraska and
       Nevada, pending in the U.S. District Court for the
       Northern District of Oklahoma as Civil Action No.
       02-604-H.

The Debtors also asked Judge Gonzalez to:

   -- confirm that the claims asserted by Messrs. Pinkston and
      Browning, as well as any claims by any putative class
      members in their actions, were discharged; and

   -- bar the Pinkston and Browning plaintiffs from taking
      further action to prosecute their lawsuits to recover on
      their claims.

*   *   *

Judge Gonzalez bars Victor O. Browning and Oscar Pinkston from
taking further action to prosecute their lawsuits to recover
their claims.  The Court directs Messrs. Browning and Pinkston
to:

    (a) cease any further acts to attempt to enforce their claims
        against the Debtors; and

    (b) remedy all prior violations, including dismissing with
        prejudice all lawsuits against the Debtors to the extent
        they remain pending.

The Court further denies Mr. Browning's request for injunctive
relief.

Bankruptcy Appeal

Victor O. Browning and Oscar Pinkston notify the Bankruptcy Court
that they will take an appeal from Judge Gonzalez's order barring
the prosecutions of actions they initiated to recover certain
claims to the United States District Court for the Southern
District of New York.

Messrs. Browning and Pinkston want the District Court to
determine if the Bankruptcy Court erred as a matter of law or
abused its discretion in ruling that their post-Confirmation
legal causes of action against the Reorganized Debtor for
continuing trespass under Alabama and Kansas common law was
barred by the Debtors' Plan of Reorganization and Confirmation
Order.

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. 89; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YOUNG BROADCASTING: March 31 Balance Sheet Upside-Down by $31.9MM
-----------------------------------------------------------------
Young Broadcasting Inc. (NASDAQ:YBTVA) reported results for the
first quarter ended March 31, 2005.

Despite a weaker national revenue category, local and national
revenues together grew 1.5% over last year for the first quarter
ended March 31, 2005.  Local, the fastest growing and most
important revenue component, was up almost 9% at the Company's
nine core affiliate stations.  Four of those stations showed local
increases between 13% to 30%.  Revenues at KRON-TV, the Company's
San Francisco station, were down during the first quarter as the
market experienced economic softness.

The success of local sales was driven by the Company's new sales
initiatives, known inside the Company as the "Third Leg Program"
(local and national revenue from long time customers being the
other two legs).  The "Third Leg" sales initiatives are primarily
focused selling events that attract new advertisers to television
and increase the spending of current accounts.  "Third Leg"
programs and strong ratings have generated not only success in the
first quarter, but are accelerating local growth into the future.
At this moment, it appears that local revenues for the second
quarter will increase between 15% and 20% at the nine core
affiliate stations.  KRON-TV has also been enjoying significant
success in this new business category.

                         Chairman's Comments

Vincent Young, Chairman of Young Broadcasting, remarked, "This is
a transitional year for the Company as we have stopped doing
business the old way at the local level and have begun to compete
for all of the advertising dollars in our markets, including the
90% that aren't using television. We can't remember when we have
seen local growth like we're seeing today across our group.  Local
is the one category we can directly impact.  We have always
understood that our base business must keep experiencing
significant growth if we are to prosper.  Political spending, no
matter how large, is only a small piece of our future.  We are
proving that we are just scratching the surface of the real local
business potential."

Mr. Young continued, "At the same time as local sales are
exploding, we are putting into effect expense reductions around
the group which will, by the end of the year, reduce our expenses,
on an annualized basis, to an amount significantly less than
expenses actually incurred in 2004.  These reductions are being
made at the stations as well as at corporate.  The combination of
expanding local business and our control of operating expenses,
makes me very optimistic about the future of our company."

                      First Quarter Results

The Company reported net revenues of $45.5 million, an operating
loss of $5.7 million and net loss of $19.4 million for the quarter
ended March 31, 2005.  Station operating performance, a non-GAAP
measure as described below, was $5.1 million for the quarter.

                       Network Affiliation

During the quarter, the Company concluded new network affiliation
agreements for its one NBC affiliate (for 10 years) and two of its
three CBS affiliates (for 7 years each).  The agreement for the
Company's third CBS affiliate does not expire until 2006.

Negotiations with the ABC network regarding new long-term
affiliation agreements for the Company's five ABC stations are
ongoing and are expected to be completed in the near future.
Since the expiration of the former ABC affiliation agreements on
September 30, 2004, the network has continued to make monthly
compensation payments through April 15, 2005 at the levels
specified in the expired agreements and the stations have
continued to serve as ABC affiliates under the terms of those
agreements.  The payments received from ABC, however, have not
been recognized as revenue from October 1, 2004 through March 31,
2005, and approximately $2.6 million has been recorded as deferred
income in connection with this relationship.  Approximately $1.3
million of these payments were recorded as deferred income in the
first quarter.

                            Outlook

The Company is currently re-examining its cost structure and
identifying new strategies to materially reduce its expenses.  The
full potential benefit from these savings will not be realized
until the second half of the year.  The guidance given below,
therefore, does not reflect all of the reduced operating expenses
which could ultimately be realized.

The Company believes that net revenue, exclusive of $27.0 million
of net political revenue in 2004, will grow between 4% and 6% to
between $205 to $209 million for the full year 2005.  This
reflects the success of the new revenue programs the Company has
initiated.  When the 2004 political revenues are included,
however, consolidated net revenue is anticipated to decline by 5%
to 7% for the full year 2005. The Company also believes that
station expenses (Operating Expenses less Corporate Overhead) for
the full year will be 3% to 4% higher than those in 2004.  The
Company further believes that station operating performance (a
non-GAAP measure, see description below) will be between $47 and
$50 million for the full year 2005.  Corporate overhead should be
less than $15 million in 2005.

                         Debt Refinancing

On May 3, 2005, YBI entered into an amended and restated senior
credit facility and accepted for payment, in connection with a
cash tender offer and consent solicitation commenced on April 11,
2005, all of its $246,890,000 outstanding principal amount of
8-1/2% Senior Notes Due 2008.  The amended credit facility
provides for a $300 million term loan and a $20 million revolving
credit facility.  On May 3, 2005, the full amount of the term loan
was borrowed.  Approximately $278 million of the proceeds of such
term loan borrowing was used to pay fees and expenses related to
the amended credit facility and to finance the purchase of the
Senior Notes in the tender offer, including the payment of related
premiums, accrued interest, fees and expenses.  The balance of the
term loan borrowing will be used for working capital.  Borrowings
under the new credit facility bear interest at floating rates
based on LIBOR.  The refinancing of the Senior Notes is expected
to reduce the Company's borrowing costs by between $4 and $5
million on an annual basis, or by $2.7 to $3.5 million from May 3,
2005 until year end.

                        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.

At Mar. 31, 2005, Young Broadcasting Inc.'s balance sheet showed a
$31,855,369 stockholders' deficit, compared to a $13,163,077
deficit at Dec. 31, 2004.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Accuride Corp.          ACW         (48)         553      105
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (111)         202       75
Alaska Comm. Syst.      ALSK        (33)         637       71
Alliance Imaging        AIQ         (63)         622       21
Amazon.com              AMZN       (162)       2,472      720
AMR Corp.               AMR        (697)      29,167   (2,311)
Amylin Pharm. Inc.      AMLN        (87)         358      282
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (36)          74       60
Blount International    BLT        (256)         425       98
Biomarin Pharmac        BMRN        (68)         233       15
CableVision System      CVC      (1,944)      11,393      248
CCC Information         CCCG       (113)          93       21
Cell Therapeutic        CTIC        (71)         185       94
Centennial Comm         CYCL       (486)       1,467      124
Choice Hotels           CHH        (203)         276      (23)
Cincinnati Bell         CBB        (585)       1,959      (38)
Clorox Co.              CLX        (340)       3,750     (158)
Compass Minerals        CMP         (88)         724      131
Delta Air Lines         DAL      (5,519)      21,801   (2,335)
Deluxe Corp             DLX        (150)       1,556     (331)
Denny's Corporation     DNYY       (265)         500      (93)
Dollar Financial        DLLR        (51)         319       81
Domino's Pizza          DPZ        (550)         477        0
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,830)       6,579      148
Emeritus Corp.          ESC        (128)         716      (72)
Fairpoint Comm.         FRP        (173)         819       (9)
Flow Intl. Corp.        FLOW         (7)         135       (9)
Foster Wheeler          FWHLF      (441)       2,268     (212)
Graftech International  GTI         (44)       1,036      284
ICOS Corp               IMAX        (38)         285      170
IMAX Corp               IMAX        (40)         235       24
Investools Inc.         IED          (7)          50      (19)
Isis Phram              ISIS        (72)         208       82
Life Sciences           LSRI         (5)         173        1
Lodgenet Entertainment  LNET        (68)         301       20
Maytag Corp.            MYG         (78)       2,954      380
McDermott Int'l         MDR        (261)       1,387       58
McMoran Exploration     MMR         (85)         156       29
Neff Corp.              NFFCA       (43)         270        6
Northwest Airline       NWAC     (2,824)      14,042     (919)
Northwestern Corp.      NWEC       (603)       2,445     (692)
NPS Pharm Inc.          NPSP        (13)         397      306
ON Semiconductor        ONNN       (363)       1,112      237
Owens Corning           OWENQ    (4,132)       7,567    1,118
Pinnacle Airline        PNCL         (8)         166       31
Primedia Inc.           PRM      (1,145)       1,559     (153)
Protection One          PONN       (178)         461     (372)
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,564)      24,129      469
RH Donnelley            RHD         (16)       3,970      (56)
Riviera Holdings        RIV         (29)         218        1
SBA Comm. Corp. A       SBAC        (89)         917       65
Sepracor Inc.           SEPR       (351)         974      755
St. John Knits Inc.     SJKI        (52)         213       80
Syntroleum Corp.        SYNM         (8)          48       11
Tivo Inc.               TIVO         (3)         160      (50)
US Unwired Inc.         UNWR        (84)         431      (45)
Vector Group Ltd.       VGR         (31)         536      122
Vertrue Inc.            VTRU        (32)         486       31
WR Grace & Co.          GRA        (118)       3,086      774

                          *********

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
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                *** End of Transmission ***