TCR_Public/050511.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, May 11, 2005, Vol. 9, No. 110

                          Headlines

AAIPHARMA INC: Files for Chapter 11 Protection in Delaware
AAIPHARMA INC.: Case Summary & 30 Largest Unsecured Creditors
AAIPHARMA: Selling Pharmaceutical Divisions for $170 Million
ADELPHIA COMMS: Senior Noteholders Slam Comm.'s Hiring of Weiser
ADVANCED ENERGY: Faces Delisting Due to Internal Control Problems

AFFINITY TECH: Issues Additional $75,000 of Convertible Notes
AIR CANADA: Machinists' Union Complains About Outsourcing
ALDERWOODS: Consumer Group Files Class Action Suit in N.D. Calif.
ALLEGHENY ENERGY: Good Performance Prompts S&P to Lift Ratings
ARGUS CORP: Current Debts 200-Times Current Assets at April 15

ARMSTRONG WORLD: Proposed EPA Settlement Draws Fire from Insurers
ATA AIRLINES: Wants to Assume Continental Interline Agreement
BORDEN CHEMICAL: March 31 Balance Sheet Upside-Down by $515 Mil.
CALPINE CORP.: Reliance on Asset Sales Cues S&P to Lower Ratings
CAMCO INC: Equity Deficit Narrows to $17.58 Million at March 31

CAPRESI LLC: Case Summary & 20 Largest Unsecured Creditors
CARAUSTAR INDUSTRIES: Weak Earnings Prompt S&P to Lower Ratings
CARRIER ACCESS: Receives Nasdaq Deficiency Notice Due to Tardy 10K
CATHOLIC CHURCH: Tucson Wants Hartford Settlement Pact Approved
CLEARLY CANADIAN: Consolidated Shares Begin Trading on NASDAQ

COLUMBUS MCKINNON: Moody's Revises Rating Outlook to Positive
COOKS INC.: Case Summary & 20 Largest Unsecured Creditors
COVANTA ENERGY: Warren Subsidiary Owes $900,000 to Covanta Energy
CRANKUP SCAFFOLDING: Case Summary & 16 Largest Unsecured Creditors
CREDIT SUISSE: Moody's Rates Four Securitization Classes at Low-B

CRIIMI MAE: Reports First Quarter 2005 Financial Results
CRITICAL PATH: March 31 Balance Sheet Upside-Down by $114.5 Mil.
CTI FOODS: Moody's Rates Proposed $115M Senior Sec. Loan at B2
CTI FOODS: S&P Rates Proposed $115 Million Second-Lien Loan at B
DANA KIKLIS: Voluntary Chapter 11 Case Summary

DELTA AIR: CEO Supports Congressman Price's Pension Legislation
DENBURY RESOURCES: Posts $30.1 Mil. of Net Income in First Quarter
DIGITAL LIGHTWAVE: To Appeal Nasdaq Delisting Notice
DYNEGY HOLDINGS: Sale Talks Cue Fitch to Junk Sr. Unsecured Debts
DYNEGY INC: Planned Segment Sale Prompts Moody's to Review Ratings

DYNEX POWER: Filing Annual Financial Statements in Mid-May
EAGLEPICHER INC: Moody's Withdraws Rating After Bankruptcy Filing
ENCORE MEDICAL: Can Fund Cash Needs for One Year, Moody's Says
FARMLAND IND: Wants to Sell Equity Interest in Cooperative Finance
FEDERAL-MOGUL: Court Orders Mediation for Verizon's Complaint

FLINTKOTE CO: Committee Taps Frank/Gecker as Special Counsel
FLINTKOTE CO: Has Until Aug. 30 to Make Lease-Related Decisions
FOOTMAXX HOLDINGS: Balance Sheet Upside Down by $16.24M at Dec. 31
GEORGIA-PACIFIC: Board Declares Dividends as Net Income Doubled
GEORGIA-PACIFIC: T.D. Bell & J.A. Boscia Elected as Directors

HAWAIIAN AIRLINES: Names Rick Fall as Senior Cargo Director
HAYES LEMMERZ: Asks Lenders for 30 Days to Complete Title Work
HCA INC: Moody's Says Liquidity is Excellent & Cash Flow is Strong
IRIDIUM OPERATING: Wants Exclusive Period Extended Through July 11
JAMES RIVER: S&P Junks Proposed $150 Mil. Senior Unsecured Notes

MAGNOLIA INC: Case Summary & 20 Largest Unsecured Creditors
MARKWEST ENERGY: Form 10-K Filing Delay Cues S&P to Watch Ratings
MCDERMOTT INT'L: March 31 Balance Sheet Upside-Down by $232 Mil.
MCG COMMERCIAL: Portfolio Credit Quality Average Rating Up B+/B
MCI INC: Pays $118.2 Million to Settle Tax Dispute with Miss.

MCI INC: Shareholders Urge Qwest to Revive Offer
MCLEODUSA INC: Asks Court to Enter Final Decree to Close Case
MESA 2002-1: Moody's Pares Ratings on Classes B-1 & B-2 to Low-B
MIRANT CORP: Wants to Expand Scope of Deloitte's Engagement
MOUNT SINAI: Good Performance Prompts S&P's Stable Outlook

NETWORK INSTALLATION: Insufficient Cash Spurs Going Concern Doubt
NORSTAN APPAREL: Will Auction Assets on May 19
OWENS CORNING: Court Sets May 17 Conference on Bondholder Suit
PACIFIC ENERGY: Earns $3.4 Million of Net Income in First Quarter
PEGASUS SATELLITE: Asks Court to Okay PCC Tax Reporting Settlement

PHELPS DODGE: Inks Pact to Invest $3M in Fortress Over Two Years
PURADYN FILTER: To Submit Plan of Action to Retain AMEX Listing
QUIGLEY COMPANY: Plan Solicitation Period Extended Until Aug. 1
REGIONAL DIAGNOSTICS: Gets Interim Nod on Postpetition Financing
REGIONAL DIAGNOSTICS: Look for Bankruptcy Schedules on June 19

ROYAL GROUP: Weakened Profitability Prompts S&P to Lower Ratings
RURAL CELLULAR: March 31 Balance Sheet Upside-Down by $618 Million
SPANISH BROADCASTING: Moody's Rates $425M New Debts at Low-B
SPIEGEL INC: Can File Senior Debt Financing Letters Under Seal
STAR GAS: Moody's Confirms Junk Ratings After Review

TECHNEGLAS INC: Has Exclusive Right to File Plan Until Aug. 29
TRANMONTAIGNE INC: Earns $47.1 Million of Net Income in 4th Qtr.
TRUMP HOTELS: Masque Publishing Objects to $0 Cure Amount
UAL CORP: Creditors' Committee Supports PBGC Agreement
UNISOURCE ENERGY: Declares Quarterly Dividend & Elects Directors

US AIRWAYS: Nears Completion of Merger with America West
VERIZON HAWAII: Fitch Withdraws BB+ Rating of Sr. Unsecured Debt
WARNACO GROUP: Good Performance Cues S&P to Lift Ratings to BB-
YUKOS OIL: Fulbright & Jaworski Applies for Final Compensation
ZIFF DAVIS: March 31 Balance Sheet Upside-Down by $974.9 Million

* Nick Butler Joins Cadwalader's London Firm as Special Counsel
* Mintz Levin Expands Washington D.C. Office with New Partners

* Upcoming Meetings, Conferences and Seminars


                          *********


AAIPHARMA INC: Files for Chapter 11 Protection in Delaware
----------------------------------------------------------
aaiPharma Inc. (PINK SHEETS: AAII) and all its domestic
subsidiaries have filed voluntary petitions for relief under
chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware.  The filing will enable
aaiPharma to continue normal business operations during the
restructuring proceedings.

                   $210 Million DIP Financing

In connection with the Company's chapter 11 filing, aaiPharma also
completed negotiation of the definitive agreements to receive
$210 million in debtor-in-possession financing.

The DIP facility, subject to approval by the Bankruptcy Court,
will be used to replace the Company's existing $180 million senior
credit facility and supplement the Company's cash flow during the
reorganization process with an incremental $30 million revolving
credit facility.  Of the $210 million, $15 million will be
available as a 30-day interim facility immediately upon bankruptcy
court approval and execution of the definitive agreements, and the
remainder will be available upon later bankruptcy court approval
of the terms of the final facility.  The DIP Facility will help
ensure that vendors, suppliers and other business partners will
continue to be paid under normal terms for goods and services
provided during the period while the company is operating in
chapter 11.

                Pharmaceuticals Division Sale

These developments follow aaiPharma's report that it has entered
into an agreement to sell the assets of its Pharmaceuticals
Division, as part of its anticipated reorganization in chapter 11,
for $170 million.

"Securing DIP financing and entering into an agreement to sell the
Pharmaceuticals Division are important steps in reorganizing
aaiPharma to position it for future success," stated Dr. Ludo J.
Reynders, President and CEO of aaiPharma.  "This process provides
us the opportunity we need to restructure our finances, strengthen
our business performance and work toward a sustained turnaround.
We appreciate the continuing support of our customers, creditors,
and suppliers and the dedication of our employees to making
aaiPharma healthier overall."

Headquartered in Wilmington, North Carolina, aaiPharma Inc. --
http://aaipharma.com/-- provides product development services to
the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.
The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. Del. Case Nos. 05-11341 to
05-11350).  Karen McKinley, Esq. and Mark D. Collins, Esq. at
Richards, Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L.
Kaplan, Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and
the firm of Robinson, Bradshaw & Hinson, P.A., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, the reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


AAIPHARMA INC.: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: aaiPharma Inc.
             aka Applied Analytical Industries, Inc.
             aka AAI
             2320 Scientific Park Drive
             Wilmington, North Carolina 28405

Bankruptcy Case No.: 05-11341

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                           Case No.
      ------                                           --------
Applied Analytical Industries Learning Center, Inc.    05-11342
AAI Properties, Inc.                                   05-11343
AAI Technologies, Inc.                                 05-11344
AAI Japan, Inc.                                        05-11345
aaiPharma LLC                                          05-11347
Kansas City Analytical Services, Inc.                  05-11348
AAI Development Services, Inc. (Delaware)              05-11349
AAI Development Services, Inc. (Massachusetts)         05-11350

Type of Business: The Debtors provide product development services
                  to the pharmaceutical industry and sell
                  pharmaceutical products which primarily target
                  pain management.  AAI operates two divisions:
                  AAI Development Services and Pharmaceuticals
                  Division.  See http://aaipharma.com/

Chapter 11 Petition Date: May 10, 2005

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Karen McKinley, Esq.
                  Mark D. Collins, Esq.
                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, Delaware 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701

                        -- and --

                  Jenn Hanson, Esq.
                  Gary L. Kaplan, Esq.
                  Fried, Frank, Harris, Shriver & Jacobson LLP
                  One New York Plaza
                  New York, New York 10004
                  Tel: (212) 859-8000

                        -- and --

                  Robinson, Bradshaw & Hinson, P.A.
                  101 North Tryon Street, Suite 1900
                  Charlotte, North Carolina 28246

Debtors'
Consultants:      FTI Consulting, Inc.
                  3 Times Square, 11th Floor
                  New York, New York 10036

Debtors'
Investment
Banker:           Rothschild Inc.
                  1251 Avenue of the Americas
                  New York, New York 10020

Consolidated Financial Condition as of March 31, 2005:

      Total Assets: $323,323,000

      Total Debts:  $446,693,000

Consolidated List of the Debtors' 30 Largest Unsecured Creditors:

   Entity                        Nature Of Claim    Claim Amount
   ------                        ---------------    ------------
Wachovia Bank, N.A.              Bond Debt          $187,680,208
401 South Tryon Street
12th Floor
Charlotte, NC 28288-1179
c/o Kelley Drye & Warren LLP
101 Park Avenue
New York, NY 10178
Fax: (212) 808-7897

Novartis Pharmaceuticals         Trade Debt           $1,749,705
Corporation
59 Route 10
East Hanover, NJ 07936-1080
Attn: Legal Department
Tel: (973) 781-3452
Fax: (973) 781-8265

Roxane Laboratories              Trade Debt           $1,692,736
P.O. Box 74680
Chicago, IL 60675-4680
Attn: Legal Department
Tel: (800) 520-1631
Fax: (800) 520-1666

Cardinal Distribution, Inc.      Trade Debt             $411,936
7000 Cardinal Place
Dublin, OH 43017
Attn: Legal Department
Tel: (614) 757-2778
Fax: (800) 234-8701

Eli Lilly & Company, Inc.        Trade Debt             $323,760
1301 South Dakota Street
Indianapolis, IN 46225
Attn: Kenneth Gregory
Tel: (317) 276-2206

Cardinal Health/Cord Logistics   Trade Debt             $313,819
15 Ingram Boulevard, Suite 100
LaVergne, TN 37086
Attn: Human Resources Department
Tel: (615) 793-4400
Fax: (615) 287-2462

Fine Chemicals Corporation       Trade Debt             $110,260

North Brunswick II, L.L.C.       Lease Claim            $147,295

Agilent Technologies             Trade Debt              $76,198

Ernst & Young AG                 Professional Services   $66,998

State of Delaware                Government Fees         $66,252
Division of Corporations

IMS                              Trade Debt              $57,213

Cardinal Health Packaging        Trade Debt              $52,221

Unifirst-Wilmington              Trade Debt              $49,332

Progress Energy                  Utility Services        $40,508

Bank of America Leasing &        Lease Claim             $35,084
Capital

TMP Worldwide                    Trade Debt              $29,891

Kashiwa Fudosan America, Inc.    Trade Debt              $28,994

South Carolina Electric &        Utility Services        $28,153
Gas Company

Vesey Air LLC                    Lease Claim             $26,498

Firemans Fund Insurance          Insurance               $25,164

Chase-Logeman Corporation        Trade Debt              $24,888

Professional Provided Services   Professional Services   $24,642

Willis of North Carolina, Inc.   Trade Debt              $24,339

Fisher Scientific                Trade Debt              $23,680

William Fathauer                 Trade Debt              $22,444
c/o Southwest Clinical
Research, Inc.

Peter Winkle                     Trade Debt              $22,100

W.A. Rutledge & Associates       Trade Debt              $20,394

Creative Promotional             Trade Debt              $19,925
Products, Inc.

Honeywell                        Trade Debt              $18,323


AAIPHARMA: Selling Pharmaceutical Divisions for $170 Million
------------------------------------------------------------
aaiPharma Inc. entered into an asset purchase agreement to sell
its Pharmaceutical Divisions for $170 million.  aaiPharma didn't
name the purchaser in a Form 8-K delivered to the Securities and
Exchange Commission this week, but promised to describe the sale
agreement in detail when it files its quarterly report by May 12.

The sale pact is subject to adjustments and contingent royalties,
of which $8 million will be placed in escrow at closing to fund
obligations that could arise after completion of the sale.  Under
the sale agreement, aaiPharma will provide manufacturing and
support services to the purchaser.

aaiPharma Inc. -- http://www.aaipharma.com/-- is a science-based
company with corporate headquarters in Wilmington, North Carolina
with over 25 years experience in drug development.  The company
also sells branded pharmaceutical products, including the
Darvon(R) and Darvocet(R) product lines, primarily in the area of
pain management.  As of Dec. 31, 2004, aaiPharma listed
$534,600,000 in assets and $459,800,000 in debts.

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


ADELPHIA COMMS: Senior Noteholders Slam Comm.'s Hiring of Weiser
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 20, 2005, the
Official Committee of Unsecured Creditors in Adelphia
Communications Corporation and its debtor-affiliates' Chapter 11
cases asked the U.S. Bankruptcy Court for the Southern District of
New York for authority to retain Weiser LLP as its tax and
intercompany transaction consultants, nunc pro tunc to March 22,
2005.

                      Ad Hoc Committee Objects

Based on the Creditors Committee's application, the Committee
says, it needs Weiser's assistance "to formulate its own position
concerning the proper amount, characterization and treatment" of
the billions of dollars of intercompany claims that have been
scheduled by and among the 230 Debtors in their Chapter 11 cases.
The Creditors Committee also asserts that Weiser's tax expertise
is required for "an analysis and understanding of the tax
implications attendant to each alternative plan scenario."

The Ad Hoc Committee of ACC Senior Noteholders, as holders (or
investment advisors to holders) of over $1.7 billion in claims
against Adelphia Communications Corporation, deems as patently
improper the Creditors Committee's stated desire "to formulate
its own position" regarding the intercompany transactions.  The
Ad Hoc Committee notes that the resolution of intercompany issues
could materially affect the potential distribution to unsecured
creditors.  However, Bruce Bennett, Esq., at Hennigan, Bennett &
Dorman LLP, in Los Angeles, California, points out that the
impact will be strictly intercreditor in nature.

The determination regarding intercompany claims, Mr. Bennett
explains, "will impact the allocation of value among the various
bankruptcy estates, but will have no impact whatsoever on the
aggregate value of the estates."  Thus, Mr. Bennett concludes,
the treatment of intercompany claims "will not impact the total
value that will be distributed to the unsecured creditors
represented by the [Creditors] Committee, only the amounts to be
distributed among [its] various constituents."

The Ad Hoc Committee also complains that there is no need for the
Creditors Committee to employ Weiser for tax advice because the
Creditors Committee already has retained Neilson Elggren as
financial advisors.  Mr. Bennett points out that pursuant to
Neilson Elggren's retention application, Mr. Elggren specializes
in forensic accounting, litigation support, and other bankruptcy
accounting services including bankruptcy taxation and business
valuation issues.  "There simply is no need for an additional
firm to be employed to do the work that the Creditors Committee's
existing professionals can handle," Mr. Bennet argues.

Accordingly, the Ad Hoc Committee asks the Court to deny the
Creditors Committee's application to retain Weiser.

The Ad Hoc Committee also seeks the Court's permission to file,
under seal, a Confidential Supplement to its Objection.  The Ad
Hoc Committee wants to supplement its Objection with inconsistent
representations previously made by the Creditors Committee to the
Court in a confidential letter.  Because the Committee Letter was
filed under seal and not publicly available, the Ad Hoc Committee
requests authority to file the Confidential Supplement under seal
and to limit its dissemination to those persons who previously
received copies of the Committee Letter.

According to Mr. Bennett, the Confidential Supplement discusses
and attaches the Committee Letter, which the Creditors Committee
sent to the Court on a confidential basis.  The Ad Hoc Committee
does not want to risk disclosing to the public statements that
were made by the Creditors Committee with the expectation of
confidentiality.  "At the same time, the Ad Hoc Committee, in
maintaining the confidentiality of the [Creditors] Committee's
communications, should not be hampered in making its case in
support of its Objection to the Committee Application," Mr.
Bennett asserts.

Mr. Bennett contends that disclosure of the confidential
information contained in the Confidential Supplement is not
necessary for the protection of the public, creditors of the
Debtors or third parties, because:

    (a) the Confidential Supplement will be reviewed by the Court,

    (b) the Ad Hoc Committee proposes to provide copies of the
        Confidential Supplement to the significant parties-in-
        interest in the ACOM Debtors' Chapter 11 cases, and

    (c) the publicly filed Objection describes the basis of the Ad
        Hoc Committee's objection to the Committee Application in
        appropriate and sufficient detail.

The Court promptly approves the Ad Hoc Committee's request.

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


ADVANCED ENERGY: Faces Delisting Due to Internal Control Problems
-----------------------------------------------------------------
Advanced Energy Industries, Inc. (Nasdaq: AEIS) has identified two
material weaknesses in its internal control over financial
reporting as of Dec. 31, 2004, which are described in the
Company's annual report:

     (i) a lack of appropriate segregation of duties defined
         within our enterprise resource planning system; and

    (ii) the combination of a lack of information system
         integration and uniformity regarding the Company's Japan
         operations and a lack of sufficient human resources for
         proper segregation of duties and oversight in Japan.

Management has taken five steps to remediate these material
weaknesses:

   a) Recruited and hired an internal audit manager and a staff
      internal auditor to fill the vacancies left by the departure
      of our previous internal audit manager and staff during the
      third and fourth quarters of 2004;

   b) Reallocated additional human resources within the Company to
      the internal audit department until an adequate staff level
      has been recruited and hired directly for the internal audit
      department.  The increased staffing of this department is
      focused on the completion of the implementation and testing
      of appropriate segregation of duties defined within our
      corporate ERP system;

   c) Increased executive management involvement in the details of
      the remediation project to ensure that appropriate
      segregation of duties are defined within our corporate ERP
      system;

   d) Assigned a financial manager from our corporate headquarters
      to Japan on a temporary basis.  This manager will be
      physically present in Japan beginning in the second quarter
      of 2005; and

   e) Developed a plan to implement the corporate ERP system in
      Japan upon completion of the manufacturing transition.

                        Delisting Notice

The Company received a letter from the Listing Qualifications
Department of The Nasdaq Stock Market on May 6, 2005, indicating
that Advanced Energy is not in compliance with the filing
requirement for continued listing set forth in Nasdaq Marketplace
Rule 4310(c)(14) due to the lack of an attestation on internal
control from its independent auditor under Section 404 of the
Sarbanes-Oxley Act.  Unless Advanced Energy requests a hearing in
accordance with the Nasdaq Marketplace Rule 4800 Series, Advanced
Energy's common stock is subject to delisting from The Nasdaq
Stock Market, effective May 17, 2005.

Advanced Energy will request such a hearing before a Nasdaq
Listing Qualifications Panel.  According to Nasdaq Marketplace
Rules, the hearing request will stay the delisting of Advanced
Energy's securities pending the Nasdaq Listing Qualifications
Panel's decision.

Advanced Energy understands that until this issue is resolved, the
fifth character "E" will be appended to its trading symbol,
thereby changing its trading symbol to AEISE, as of the opening of
business on May 10, 2005.

Nasdaq Marketplace Rule 4310(c)(14) requires Advanced Energy to
file with The Nasdaq Stock Market copies of all reports and other
documents filed or required to be filed with the Securities and
Exchange Commission (SEC) on or before the date they are filed
with the SEC.  The Nasdaq letter contends that Advanced Energy has
not complied with this requirement, because Advanced Energy's
Annual Report on Form 10-K for the year ended December 31, 2004
did not contain an opinion from Advanced Energy's independent
auditor relating to management's assessment of internal control
over financial reporting.  The report from Advanced Energy's
independent auditor relating to internal control over financial
reporting, which is included in Advanced Energy's 2004 Form 10-K,
states that the auditor is not able to express an opinion on
management's assessment or on the effectiveness of Advanced
Energy's internal control over financial reporting.

Advanced Energy believes that the inclusion of the independent
auditor's report in the 2004 Form 10-K constitutes compliance with
Rule 4310(c)(14) and intends to present its arguments at the
hearing before the Nasdaq Listing Qualifications Panel.  The
Company is also working with its independent auditors to resolve
this issue.  There can be no assurance that the Nasdaq Listing
Qualifications Panel will determine that Advanced Energy is in
compliance with Rule 4310(c)(14) or otherwise grant Advanced
Energy's request for continued listing.

                        About the Company

Advanced Energy Industries offers a comprehensive suite of focused
technologies critical to high-technology manufacturing processes
worldwide.  The Company operates in regional centers in North
America, Asia, and Europe and offers global sales and support
through direct offices, representatives, and distributors.
Founded in 1981, AE is publicly held and traded on NASDAQ as AEIS.
AE continues to enter new markets through strategic acquisitions
and partnerships, as well as to internally develop proprietary,
process-focused technologies-all key elements that further
strengthen the company's position in process-critical, scalable,
highly-patented technologies.


AFFINITY TECH: Issues Additional $75,000 of Convertible Notes
-------------------------------------------------------------
Affinity Technology Group, Inc. (OTCBB:AFFI) disclosed that the
holders of a majority in principal amount of its convertible notes
have agreed to allow the Company to continue to issue additional
convertible notes under its convertible note program.  Prior to
the action, the Company was precluded from selling additional
convertible notes because the Company is in default regarding
payment of principal and interest due under its convertible notes.

The Company has also issued an additional $75,000 principal amount
of its convertible notes.  The issuance of the convertible notes
is a continuation of the convertible note program under which the
Company is authorized to issue up to $1,500,000 principal amount
of its convertible notes.  To date, the Company has issued
$1,355,336 in aggregate principal amount of its convertible notes.
The notes are convertible into the Company's common stock at $0.20
per share and are secured by all the outstanding stock of the
Company's wholly owned patent licensing subsidiary,
decisioning.com.

Joe Boyle, Chairman, President and Chief Executive Officer,
stated, "We are very pleased with the continued support our
convertible noteholders have given the Company and its patent
licensing program.  Our immediate focus will remain on attempting
to raise additional capital while prosecuting the reexamination of
our financial account patent."

                        About the Company

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc., owns a portfolio of patents that covers the automated
processing and establishment of loans, financial accounts and
credit accounts through an applicant-directed remote interface,
such as a personal computer or terminal touch screen.  Affinity's
patent portfolio includes U. S. Patent No. 5,870,721C1, No.
5,940,811, and No. 6,105,007.

At Dec. 31, 2004, Affinity Technology's balance sheet showed a
$1,513,523 stockholders' deficit, compared to a $1,329,579 deficit
at Dec. 31, 2003.

                      Going Concern Doubt

The Company's independent registered public accounting firm, Scott
Mcelveen L.L.P., raised substantial doubt about Affinity's ability
to continue as a going concern due to the Company's recurring
operating losses, accumulated deficit and certain convertible
notes in default.


AIR CANADA: Machinists' Union Complains About Outsourcing
---------------------------------------------------------
The International Association of Machinists and Aerospace Workers
has filed a complaint with the federal Privacy Commission relating
to Air Canada outsourcing work currently performed in the
airline's Employees Relations Department.

The nature of the complaint lodged by IAMAW District 140 stems
from its recent discovery that employees of Hewitt working in
Mumbai, India, will handle the data processing of employee
information.  "It's a sad day when your private employee
information, personal banking data, your rate of pay and benefits
has been contracted out," said IAMAW General Vice President Dave
Ritchie.  "With identity theft so rampant these days, the thought
of this information falling into the wrong hands terrifies me!"

While Air Canada met its contractual obligations to the Machinists
with regard to providing the notice required for outsourcing, the
information it provided was misleading.  Air Canada said the work
was to be transferred to Hewitt who would perform the functions in
a center to be established in Montreal or Toronto.  Although a
center is being established in Toronto to receive calls from Air
Canada employees, the information will then be forwarded to India
for processing.  The Union and its members have not been notified
that the work will be sent offshore.  The transfer is schedule to
take effect June 6, 2005.

"We are very concerned about this transition," said IAMAW
Assistant Deputy Jim Coller.  "We have no idea how the privacy of
our members or of other Air Canada employees will be protected
once this work is processed offshore."  All Air Canada employees
fall under the Personal Information Protection and Electronic
Documents Act (PIPEDA) legislation.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher, serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from their creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand.

As of December 31, 2004, Air Canada's shareholders' deficit
narrowed to CDN$203 million compared to a $4.155 billion deficit
at December 31, 2003.


ALDERWOODS: Consumer Group Files Class Action Suit in N.D. Calif.
-----------------------------------------------------------------
Funeral Consumers Alliance, Inc., Gloria Jaccarino Bender, Anthony
J. Jaccarino, John Clark, Donna Sprague, Nancy and Ira Helman and
Robert Chitel, on behalf of themselves and those similarly
situated, filed a class action suit in the United States District
Court for the Northern District of California against three
funeral home service providers and two casket makers for alleged
unfair and anti-competitive business practices and for violating
anti-trust funeral laws:

    * Alderwoods Group, Inc.,
    * Service Corporation International,
    * Stewart Enterprises, Inc.,
    * Hillenbrand Industries, Inc., and
    * Batesville Casket Company.

Founded in 1963, the Alliance is comprised of non-profit entities,
including memorial societies that provide consumers with
information on funeral-related goods and services.  According to
Matthew L. Cantor, Esq., at Constantine Cannon, in New York, FCA
is the only national organization dedicated to protecting consumer
rights in the death care industry.  The Alliance has more than
400,000 members nationwide.

FCA asserts that various persons, firms, corporations and
organizations have participated as co-conspirators to the
Defendants in the alleged violations, including:

    * National Funeral Directors Association,
    * Dignity Memorial partners of Service Corporation,
    * Aurora Casket Company, and
    * The York Group, Inc.

                           The Funeral Rule

Anti-competitive and anti-consumer practices have been prevalent
in the funeral industry for decades, Mr. Cantor relates.  To
protect consumers, the Federal Trade Commission enacted the
Funeral Industry Practices Trade Regulation Rule, effective as of
April 30, 1984, which basically:

    * requires funeral homes to unbundle their prepackaged
      funerals and give consumers an itemized price listing of
      every good and service they sold; and

    * prohibits funeral homes from refusing to service or from
      otherwise penalizing consumers who purchase caskets from
      Independent Casket Discounters -- third-party casket
      sellers that are unaffiliated with any funeral home
      companies.

In 1994, the FTC amended the Funeral Rule to ban "casket handling
fees".  The ban was designed to guarantee that consumers would
benefit from real choice and price competition.

                      Anti-Competitive Conduct

Mr. Cantor contends that despite FTC's efforts, the Defendants
have been successful in suppressing competition in the casket
market and fixing and maintaining supracompetitive prices for
caskets:

    (a) The Defendants conspired through a group boycott to
        prevent ICDs from selling Batesville, the dominant casket
        brand, as well as certain other casket brands.  The
        Defendants "collectively refused" to sell certain casket
        brands to ICDs.  The Funeral Home Defendants also
        threatened to withhold their business from Batesville and
        other casket manufacturers if the manufacturers sell to
        ICDs.

    (b) The Defendants engaged in a campaign of disparagement
        against ICDs.  Some of the more commonly used disparaging
        lines against the ICDs' caskets are "their handles fall
        off", "the bottoms drop out", "they are made by
        prisoners", "they are tin cans" and "they are all
        seconds."

    (c) The Funeral Home Defendants engaged in concerted efforts
        to restrict casket price competition and coordinate their
        casket pricing, including:

           -- restricting or preventing price advertising;

           -- sharing price information, which serves to
              establish uniform price minimums, in violation
              of the anti-trust laws; and

           -- promoting sham discounting of funeral package
              purchases.

                         Class Action Allegations

The class action is filed under Rules 23(b)(2) and 23(b)(3) of the
Federal Rules of Civil Procedure for violations of Section 1 and 2
of the Sherman Act and the California Unfair Competition Law,
Section 17200 of the California Business and Professions Code.

The Rule (b)(3) Class is comprised of all consumers located in the
United States who purchased Batesville caskets from the Funeral
Home Defendants during the fullest period permitted by the
applicable statue of limitations.

The Rule (b)(2) Class includes the FCA, all members of the Rule
(b)(3) Class, and all consumers who are threatened with injury by
the Defendants' conspiracies.

Mr. Cantor notes that members of the both Classes include hundreds
of thousands, if not millions, of consumers.  They are so numerous
that their joinders would be impracticable.

Neither FCA nor the Consumer Plaintiffs have any conflict of
interest with the Class members.  Their claims are typical of the
claims of the Class and they will fairly and adequately protect
the interests of the Class.

                            Claims for Relief

Mr. Cantor argues that each of the Defendants, along with their
co-conspirators, entered into continuing illegal contracts,
combinations, or conspiracies in restraint of trade.  The
contracts are illegal per se under Section 1 of the Sherman Act,
Mr. Cantor says.

Mr. Cantor emphasizes that the contracts, combinations and
conspiracies have caused anti-competitive effects in the casket
market:

    (a) ICD Competition Has Been Excluded

        ICDs are either completely blocked from selling caskets,
        or severely restricted from doing so by being forced to
        try to purchase caskets indirectly from rogue funeral
        homes unaffiliated with the Funeral Home Defendants and
        their co-conspirators.  Numerous ICDs have either lost
        a significant percentage of their sales to funeral
        homes, or have gone out of business altogether.

    (b) Consumers Pay Fixed and Supracompetitive Prices For
        Caskets

        The prices for the Defendants' caskets are substantially
        higher than those charged by ICDs for comparable caskets.
        In an unrestrained environment where they would have
        faced substantially greater price competition from ICDs,
        the Funeral Home Defendants would have been forced to
        lower their casket prices in order to compete with the
        lower pricing of ICDs.

    (c) Consumer Choice Has Been Restricted

        The Defendants offered consumers only one brand of casket
        -- Batesville.  In contrast, ICDs offer a pressure-free
        environment to view a large variety of caskets from
        various manufacturers.

    (d) Competition in the Sale of General Funeral Services
        Has Been Suppressed

        By engaging in anti-competitive conduct, the Defendants
        maintained their pricing power over consumers with
        respect to all of the other funeral goods and services
        they provide.

"There is no legitimate business justification for the concerted
efforts of defendants and their co-conspirators to suppress
competition in the casket market," Mr. Cantor asserts.

As a result of the Sherman Act violations, Mr. Cantor says, the
Class Members have been injured in their business and property in
an amount not presently known.  "At a minimum, the amount could be
hundreds of millions of dollars, prior to trebling."  The
violations and the effects thereof are continuing and will
continue unless injunctive relief is granted, Mr. Cantor adds.

Thus, the Consumer Plaintiffs seek claims for relief for:

    * Unlawful or Rule of Reason Price-Fixing against all
      Defendants,

    * Unlawful or Rule of Reason Group Boycott against all
      Defendants,

    * Conspiracy to Monopolize the Casket Market against the
      Funeral Home Defendants; and

    * Violations of California's Unfair Competition Law against
      all Defendants.

The Class asks the District Court to:

    (a) declare and adjudge that the Defendants committed
        violations of federal and state laws;

    (b) permanently enjoin and restrain the Defendants and their
        assigns from:

        -- fixing casket prices;
        -- boycotting and disparaging ICDs;
        -- sharing casket price information;
        -- restricting casket price advertising;
        -- offering sham discounts through package pricing; and
        -- committing any other violations of the Sherman Act
           or the California's Unfair Competition Law;

    (c) direct the Defendants to pay them damages, in an amount
        to be determined at trial, plus prejudgment interest, to
        compensate the Class Members for the overcharges they
        incurred from the Defendants' violations of the federal
        anti-trust laws;

    (d) direct the Defendants to provide them with restitution
        for the overcharges that were extracted by violating the
        California Unfair Competition Law; and

    (e) award the Class attorneys' fees and cost of suit.

The Consumer Plaintiffs demand a jury trial.

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

                         *     *     *

As previously reported in the Troubled Company Reporter on
July 27, 2004, Standard & Poor's Ratings Services it affirmed its
'B+' corporate credit rating on the funeral home and cemetery
operator Alderwoods Group, Inc., and assigned its 'B' debt rating
to the company's proposed $200 million senior unsecured notes due
in 2012.  At the same time, Standard & Poor's also assigned its
'BB-' senior secured bank loan rating and its '1' recovery rating
to Alderwoods' proposed $75 million revolving credit facility,
which matures in 2008, and to its proposed term loan B, which
matures in 2009.  The existing term loan had $242 million
outstanding at March 27, 2004, but will be increased in size.  The
bank loan ratings indicate that Standard & Poor's expects a full
recovery of principal in the event of a default, based on an
assessment of the loan collateral package and estimated asset
values in a distressed default scenario.  The company is expected
to use the proceeds from the new financings to redeem $320 million
of 12.25% senior unsecured notes, repay a $25 million subordinated
loan, and fund transaction costs.  As of March 27, 2004, the
company had $614 million of debt outstanding.  (Loewen Bankruptcy
News, Issue No. 98; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ALLEGHENY ENERGY: Good Performance Prompts S&P to Lift Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Allegheny Energy Inc. and its subsidiaries to 'BB-'
from 'B+'.  The outlook is positive.  The upgrade reflects the
company's progress in debt reduction using proceeds from asset
sales and free cash flow, and through accelerated debt to equity
conversion.  Also supporting the upgrade is management's proactive
approach in seeking regulatory relief and implementing cost
reduction and reliability improvement initiatives.

Allegheny, headquartered in Greensburg, Pennsylvania, owns about
10,850 MW of generation capacity and serves about 1.5 million
customers.  Allegheny's service territory spans five states.

Most of Allegheny's regulated revenue is generated from:

    (1) Pennsylvania (about 40%),

    (2) West Virginia (about 30%), and

    (3) Maryland (about 20%),

while the remaining roughly 10% is generated from Ohio and
Virginia.

"The positive outlook reflects the expectation that Allegheny will
continue to execute its plan to pay down $1.5 billion or more of
debt between December 2003 and year-end 2005," said Standard &
Poor's credit analyst Tobias Hsieh.  "Increased progress in
selling assets, paying down debt, and stabilizing cash flow, or
positive outcomes from rate filings could lead to ratings being
raised," he continued.


ARGUS CORP: Current Debts 200-Times Current Assets at April 15
--------------------------------------------------------------
Argus Corporation Limited had Cdn. $1,863 of cash as of the close
of business on April 15, 2005, with outstanding payables of
approximately Cdn. $203,376.

                           Shareholdings

Argus indirectly owns 21,596,387 Common Shares of Hollinger with a
market value at the close of trading on April 15, 2005, on the
Toronto Stock Exchange of Cdn. $6.02 per share or an aggregate of
Cdn. $130,010,250.

The market value of Argus' shareholdings is subject to the
minority interest of Ravelston, that was stated to be Cdn.
$27,961,203 at December 31, 2004 when the value of Argus'
investment in Common Shares of Hollinger was Cdn. $144,695,793.

The market value of Argus' shareholdings is also subject to future
income taxes on unrealized net capital gains that was stated to be
Cdn. $24,972,978 at December 31, 2004.

Ravelston holds all of the Common Shares and Class C Preference
Shares of Argus and 2,900 of Argus' 55,893 issued Class A
Preference Shares $2.60 Series.

                        Operating Expenses

Argus' announced that its operating expenses have significantly
increased over the past year.  Amongst the increased expenses that
Argus stated that it has been incurring, and will continue to
incur, are related to legal proceedings, including two class
action lawsuits and the proceedings related to an inspection of
Hollinger, and regulatory compliance.

Argus Corporation Limited (TSX:AR.PR.A)(TSX:AR.PR.D)(TSX:AR.PR.B)
is a holding company and its assets consist principally of an
investment in the retractable common shares of Hollinger, Inc., a
Canadian public company listed on the Toronto Stock Exchange, a
receivable from The Ravelston Corporation Limited, the Company's
parent company and cash.

Argus owns or controls 61.8% of the Retractable Common Shares.
These Common Shares are the only significant asset held by Argus.
Hollinger in turn owns 66.8% of the voting shares and 17.4% of the
equity of International.

Hollinger and International have both also been subject to
Management and Insider Cease Trade Orders for their failure to
file financial statements and related reports when required.
Those orders were issued on June 1, 2004.

Based on the company's alternative financial reporting, as of
September 30, 2004, Argus has a $44,034,263 stockholders' deficit
compared to $6,522,159 of positive equity at Dec. 31, 2003.


ARMSTRONG WORLD: Proposed EPA Settlement Draws Fire from Insurers
-----------------------------------------------------------------
Armstrong World Industries, Inc., and its debtor-affiliates asked
the U.S. Bankruptcy Court for the District of Delaware to approve
their settlement agreement with the Environmental Protection
Agency.

As reported in the Troubled Company Reporter on Apr. 29, 2005, On
September 30, 2003, the United States, on behalf of the
Environmental Protection Agency, filed Claim No. 4724 against
Armstrong World Industries, Inc.'s estate.  The EPA Claim alleges,
inter alia, that AWI is liable to the EPA under the Comprehensive
Environmental Response, Compensation and Liability Act.

Specifically, the EPA Claim alleges that AWI is jointly and
severally liable for costs incurred and to be incurred by the EPA
in the course of responding to releases and threatened releases of
hazardous substances into the environment at or from a number of
sites.  The EPA Claim identified seven of those sites.  The Sites
principally involve those that are not owned and operated by AWI
and as to which other private parties may also have responsibility
for response costs and for other damages.

The EPA Claim further asserts that AWI has continuing obligations
with respect to the Malvern TCE Superfund Site pursuant to a
consent decree that AWI and 34 other potentially responsible
parties entered into with the United States Government before the
Petition Date.  Pursuant to the Malvern Consent Decree, AWI and
the other PRPs agreed to perform the remedy for the Malvern Site's
cleanup.  The EPA Claim alleges that AWI has continuing
prepetition injunctive performance obligations under the Malvern
Consent Decree, and that those obligations are non-dischargeable
obligations that will remain enforceable after a plan of
reorganization is approved by the Court.

Because of the parties' desire to avoid protracted and expensive
litigation, shortly after the Petition Date, AWI and the EPA
commenced negotiations toward a "global" resolution of AWI's
alleged prepetition environmental liabilities.  The negotiations
proved difficult and time-consuming, as the parties addressed
numerous complex issues at the intersection of the bankruptcy and
environmental laws, involving numerous sites where AWI is alleged
to have some liability.  As a result of those negotiations, the
parties came up with the EPA Settlement Agreement.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, told the Court that the EPA Settlement
Agreement addresses all claims the EPA has, or may have in the
future, with respect to AWI's alleged CERCLA liability by placing
them into one of six different categories and then specifying how
those categories of claims are to be treated in AWI's bankruptcy.
The six categories, and the treatment of those claims, are:

   (1) Claims Relating to Liquidated Sites

       Being the largest category consisting of claims relating
       to 19 sites, AWI will provide the EPA with allowed general
       unsecured claims on account of each of the Liquidated
       Sites, ranging in size from $0 to $7,780,0004 -- for an
       aggregate unsecured claim of $8,727,739.  Regardless of
       the amount of the allowed claim, AWI's alleged liabilities
       arising from prepetition conduct relating to the
       Liquidated Sites are fully discharged.  The EPA agrees,
       for settlement purposes, that any claims or rights to
       other forms of relief that it could assert against AWI are
       satisfied, whether for matters known or unknown, unless
       the claim arises from AWI's postpetition conduct.

   (2) Claims Relating to Insurance Sites

       Insurance Sites are a subset of Liquidated Sites.  If, at
       any time in the future, AWI receives insurance proceeds on
       account of the Insurance Sites in excess of the costs of
       pursuing the insurance, AWI will pay 48% of the excess
       proceeds to the EPA until the allowed claim with respect
       to that Liquidated Site is paid in full.

   (3) Claims Relating to Discharged Sites

       The Discharged Sites comprise 18 sites.  All alleged
       liabilities of AWI to the EPA under Sections 106 and 107
       of the CERCLA and Section 7003 of the Resource
       Conservation and Recovery Act, that arise from prepetition
       acts, omissions or conduct of AWI or, its predecessors,
       with respect to the Discharged Sites are discharged.  The
       difference in treatment between the 18 sites included
       among the Discharged Sites and the three Liquidated Sites
       as to which the EPA receives a $0 allowed unsecured claim
       is that AWI does not obtain contribution protection with
       respect to the Discharged Sites.

   (4) Claims Relating to AWI-Owned Sites

       AWI-Owned Sites are sites owned by AWI at the time of plan
       confirmation or any time after.  The EPA's claims with
       respect to the AWI-Owned Sites are not discharged, and any
       liability for the AWI-Owned Sites passes through the
       bankruptcy unaffected.

   (5) Claims Relating to Additional Sites

       An Additional Site refers to any site that is not an AWI-
       Owned Site but for which AWI might be liable as a result
       of its prepetition conduct and which is not specifically
       mentioned elsewhere in the EPA Settlement Agreement.
       AWI's liability for Additional Sites is discharged, but
       AWI may nevertheless be required to pay Response Costs if
       the claim for those costs is liquidated by settlement or a
       judgment in a determined amount.  In this case, AWI's
       payment to the EPA would be the same as it would have been
       had the liability for the Additional Site been liquidated
       in the Chapter 11 case and treated as an allowed general
       unsecured claim under a confirmed plan.  AWI may not be
       ordered to perform work at Additional Sites.

   (6) Claims Relating to the Malvern Site

       AWI agrees to comply with all of its obligations under the
       Malvern Consent Decree, and AWI's obligations under the
       Malvern Consent Decree will not be impaired in any way by
       the Chapter 11 case, confirmation of a plan or the EPA
       Settlement Agreement.  In addition, to the extent AWI has
       entered into executory contracts with other parties to
       perform work at the Malvern Site to comply with its
       obligations under the Malvern Consent Decree, AWI is
       required to assume certain agreements pursuant to
       Section 365 of the Bankruptcy Code.

AWI asks the Court to approve the EPA Settlement Agreement.  AWI
also seeks permission to assume the Malvern Consent Decree and any
executory contracts related to its performance to effectuate the
terms of the Settlement Agreement.

In exchange for the allowed claims granted on account of the
Liquidated Sites, the EPA has covenanted not to sue AWI under the
CERCLA or Section 7003 of the RCRA for costs incurred or to be
incurred with respect to each Liquidated Site, or to compel AWI to
perform work at any Liquidated Site.

Mr. Collins tells Judge Fitzgerald that under the EPA Settlement
Agreement, AWI is also entitled to full protection from all
existing and future third-party claims for contribution for any
past or future cleanup or other Response Costs at the Liquidated
Sites and the Malvern Site.

Furthermore, AWI reserves all of its arguments and defenses under
applicable environmental laws with respect to any claims asserted
against it at any of the Additional Sites.  Mr. Collins states
that the EPA has agreed to negotiate fair and equitable terms in
settlement of any claims arising at an Additional Site.  Moreover,
the EPA Settlement allows AWI to deal with yet unknown claims
under a plan of reorganization on the same terms with which they
would have been treated if they were currently known and
liquidated, thus allowing AWI to avoid costly estimation
proceedings or litigation over whether those claims constitute
dischargeable claims in its Chapter 11 case.


                              Responses

(1) Travelers

The Travelers Indemnity Company and Travelers Casualty and Surety
Company oppose the Settlement Agreement to the extent that it
purports to provide Armstrong World Industries, Inc., or the
Environmental Protection Agency with any right to seek
reimbursement from Travelers for any portion of the settlement
allocated to the Liquidated Sites.

Prior to 1975, Travelers issued certain insurance policies to AWI.
On May 20, 1998, Travelers and AWI entered into a settlement
agreement that resolved certain disputes that had arisen between
them regarding coverage under the Policies.

Under the 1998 Agreement, AWI released Travelers from, inter alia,
all claims "under, related to, arising from, or with respect to
the Policies," with the exception of certain claims arising out of
AWI's environmental liabilities at sites that were not known to
AWI at the time of the 1998 Agreement.  AWI released Travelers
with respect to all claims arising out of Known Environmental
Sites.

By letter dated June 9, 2003, AWI notified Travelers that AWI was
engaging in negotiations with the EPA to resolve its alleged
liability for environmental property damage at a number of sites
throughout the country, including, without limitation:

    -- the Angelillo Site (Connecticut),
    -- the Casmalia Site (California),
    -- the Lang Property (New Jersey),
    -- the Peterson/Puritan Site (Rhode Island), and
    -- the Kingston Steel Drum/Ottati & Goss Site (New Hampshire).

AWI further asserted in its letter that with respect to the
Peterson/Puritan Site, the EPA had advised that AWI was considered
to be a significant Potentially Responsible Party.  The EPA
demanded in excess of $12 million from AWI on account of that
site.

In response to AWI's letter, Travelers requested information
regarding the Sites, including documentation showing when AWI
became aware that it was a PRP at the Sites.  Specifically,
Travelers sought to determine whether AWI was aware of its
potential liability at the Sites at the time of the execution of
the 1998 Agreement.  AWI did not respond to Travelers' requests
for information.  Thus, to date, Travelers has been unable to
determine whether the Sites fall within the category of Known
Environmental Sites under the 1998 Agreement.

To the extent AWI was aware of its potential liability at the
Sites at the time the 1998 Agreement was executed, the Sites
constitute Known Environmental Sites and the Travelers has no
coverage obligations to AWI with respect to them.  Moreover, if
any of the Sites are not Known Environmental Sites and AWI
believes Travelers owes indemnity obligations under the Policies
for any of the Sites, then AWI had an obligation to involve
Travelers in its negotiations with the EPA prior to executing any
settlement agreement.  Travelers notes that AWI failed to do so.

The EPA Settlement defines the Sites, together with other
environmental sites, as Liquidated Sites.  The EPA Settlement
further defines the Peterson/Puritan Site as both a Liquidated
Site and an Insurance Site and purports to entitle the EPA or AWI
to seek payment from AWI's insurers with respect to the $7,780,000
settlement amount allocated to that site.  The EPA Settlement is
silent as to how or whether AWI or the EPA may seek insurance
coverage with respect to Liquidated Sites that are not Insurance
Sites, Travelers notes.

Furthermore, Travelers avers that neither AWI's request nor the
EPA Settlement provides recitals, explanations, justifications or
representations concerning:

    (i) the basis for the $8,727,739 settlement for all Liquidated
        Sites;

   (ii) the basis for allocating the total settlement among the
        Liquidated Sites as set forth in the EPA Settlement; or

  (iii) the basis on which insurance coverage may be sought with
        respect to the Liquidated Sites or the Insurance Sites.

Because of AWI's failure to provide Travelers with requested
information concerning the Sites and because the EPA Settlement
and the Motion are silent with respect to the basis for the
settlement, Travelers is unable to determine whether the EPA
Settlement prejudices its rights.

Travelers further objects to the EPA Settlement to the extent it
purports to provide the EPA with an assignment of rights under the
Policies or a right to bring a direct action against Travelers.

Accordingly, Travelers asks the Court to deny the EPA Settlement.

(2) Liberty Mutual

Charlene D. Davis, Esq., at The Bayard Firm, in Wilmington,
Delaware, tells the Court that the proposed Settlement Agreement
between AWI and the EPA involves certain liabilities, for which
AWI seeks indemnity under policies issued by Liberty Mutual
Insurance Company.

The EPA Settlement seeks to allocate nearly 90% of the total
settlement consideration to one -- the Peterson/Puritan Site in
Lincoln/Cumberland, Rhode Island -- among at least 38, of the
sites involved.

According to Ms. Davis, there is no basis for the EPA Settlement's
proposed $8,727,739 overall allowed claim or for the $7,780,000
allocated to the Peterson/Puritan Site.  The Settlement Agreement
is purposely structured to enable AWI and the EPA to assert
against Liberty Mutual, in the coverage context, that the Court's
approval of the Settlement constitutes claim or issue preclusion
as to reasonableness of the overall settlement and as to the
allocation of the agreed allowed claim amounts to the
Peterson/Puritan Site.

Ms. Davis maintains that the overall stipulated claim amount or
the allowance of the $7,780,000 claim allocated to the
Peterson/Puritan Site, as opposed to a single aggregate allowed
claim for all resolved sites, does not have reasoned basis and,
therefore, the amounts are the "product of speculation and
guesswork."

"Insurance is highly germane to the Settlement Agreement," Ms.
Davis says.  The allowed EPA claims will receive from the AWI
estate the fractional percentage distribution that other general
insured claims receive.  Ms. Davis notes that the total agreed
claims for the six Insurance Sites is $8,603,169, which is more
than 98% of the overall settlement amount.  For those Insurance
Sites, the Settlement contemplates that the EPA may have a right
to bring "a direct action against any of AWI's insurers" for the
portion of the claim amount not paid by the AWI estate, doubtless
on the likely-to-be-asserted theory that once the EPA receives an
allowed claim from the Court, the EPA can assert it has a federal
judgment entitling it to garnish policies under the state law.

Ms. Davis adds that the EPA can elect to waive direct action
rights and share in any proceeds AWI recovers from the insurer --
the proceeds, if any, to be shared 52% for AWI and 48% for the
EPA.  In that event, AWI can "allocate in writing all insurance
proceeds on a fair and equitable basis among the various Insurance
Sites and other sites."  Thus, AWI will not be bound by the claim
amount allocations that it seeks to impose on Liberty Mutual,
however, it can reallocate insurance proceeds among all sites,
insured or uninsured, for its own benefit.

Accordingly, Liberty Mutual proposes to set the matter for full
evidentiary hearing before the Court.  That discovery will include
both documents and depositions of the pertinent AWI and EPA
witnesses.

Shortly, Liberty Mutual will serve formal document requests
seeking among other things:

    (1) the extensive analyses and presentations by environmental
        and legal professionals on both sides;

    (2) all documents relating to AWI's alleged equitable
        allocation at each Liquidated Site;

    (3) all documents relating to total past and estimated future
        costs of clean up at the site;

    (4) all documents relating to the arguments that AWI's waste
        was less toxic than the waste of the other PRPs;

    (5) all documents relating to AWI's allocations and the
        expected cost of remediation at each Liquidated Site;

    (6) all AWI-generated documents indicating its knowledge as to
        the hazardous nature of the waste it sent to the
        Peterson/Puritan Site; and

    (7) all documents relating to negotiations between AWI and the
        EPA relating to the Settlement Agreement.

In addition, Liberty Mutual states that if any settlement based on
a thorough analysis of AWI's liability and appropriate allocation
of the projected remedy cost is subsequently approved -- and the
present Settlement Agreement should not be approved -- the Court
should make clear in its order that nothing:

    (i) be deemed to sanction or create a direct cause of action
        by the EPA against Liberty Mutual that would not otherwise
        exist under state law; or

   (ii) in any way affect or impair AWI's obligation to Liberty
        Mutual to pay retrospective policy premiums.

In line with the Settlement hearing scheduled for May 16, 2005,
Liberty Mutual further asks the Court to continue the hearing to a
later date.  An extension will permit sufficient time for Liberty
Mutual to complete discovery and to prepare for an evidentiary
hearing to be determined by the Court.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit. (Armstrong Bankruptcy News,
Issue No. 75; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ATA AIRLINES: Wants to Assume Continental Interline Agreement
-------------------------------------------------------------
ATA Airlines, Inc., and Continental Airlines, Inc., are parties to
an Interline Agreement For Employee Reduced Fare Travel, dated as
of May 9, 1997, and as amended on February 1, 2001.  Under the
Agreement, selected employees of the parties are eligible for
reduced fare transportation on each other's airlines.

Jeffrey Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that the Interline Agreement is essential to ATA
Airlines.  It allows the Debtor to move and position its flight
crews and other employees where they are needed at substantially
reduced costs.

A dispute has arisen between ATA and Continental regarding ATA's
performance under the Interline Agreement.  To resolve the
dispute, the parties entered into a settlement agreement under
which:

    -- ATA Airlines will assume the Interline Agreement, as
       amended; and

    -- Continental will accept $30,759 as full and complete cure
       of any defaults by ATA Airlines under the Interline
       Agreement.

The cure represents the amount ATA Airlines will be obligated to
pay under Section 365(b)(1) of the Bankruptcy Code, upon the
assumption of the Agreement.

Pursuant to Section 365 of the Bankruptcy Code, the Debtors ask
the U.S. Bankruptcy Court for the Southern District of Indiana to
approve the Settlement Agreement.

Mr. Nelson notes that the Settlement Agreement contains specific
details that are highly confidential and proprietary.  The Debtors
also seek the Court's permission to file the Agreement under seal.
They have provide a copy of the Agreement, on a confidential
basis, to the United States Trustee and counsel for Southwest
Airlines, the DIP lender, the Official Committee of Unsecured
Creditors, the ATSB.

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)


BORDEN CHEMICAL: March 31 Balance Sheet Upside-Down by $515 Mil.
----------------------------------------------------------------
Borden Chemical reported improved revenues, operating income,
Segment EBITDA and Adjusted EBITDA for the three-month period
ending March 31, 2005 compared with the first quarter of 2004.

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

Borden Chemical's operating income for the quarter was $32 million
versus operating income of $21 million in the previous year
period, with the increase driven largely by increased volumes,
higher average selling prices and lower business realignment
expenses.

The company reported a net loss for the quarter of $4 million
compared with net income of $5 million for the first quarter 2004.
The decrease is due primarily to higher interest expense and a
mark to market adjustment on a foreign currency hedge contract
associated with the Bakelite AG acquisition.

Earnings before interest, taxes, depreciation and amortization
(Segment EBITDA) totaled $44 million for the quarter versus $35
million for the first quarter of 2004.  The increase is due
primarily to higher volumes and improved margins, despite
continuing high raw material costs.  Segment EBITDA is considered
by management to be a key measure of operating performance.
Adjusted EBITDA totaled $45 million from $39 million reported in
the first quarter of 2004 due primarily to higher volumes and
improved margins.  Adjusted EBITDA is used to determine compliance
with certain covenants contained in the indenture governing the
company's Notes and its Amended and Restated Credit Facility.
Adjusted EBITDA is defined as Segment EBITDA adjusted to exclude
unusual and certain permitted items.  Additional detail regarding
these metrics is included as part of this press release.

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

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

                          About the Company

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

At Mar. 31, 2005, Borden Chemical, Inc.'s balance sheet showed a
$515,000,000 stockholders' deficit, compared to a $549,000,000
deficit at Dec. 31, 2004.


CALPINE CORP.: Reliance on Asset Sales Cues S&P to Lower Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Calpine Corp. and its subsidiaries to 'B-' from 'B'. The
outlook is negative.

In addition, Standard & Poor's lowered its ratings on debt that
Calpine guarantees.

The ratings for the following debt issues remain unchanged:

    (1) the 'BBB-' SPUR rating on Gilroy Energy Center LLC's
        bonds,

    (2) the 'BB-' rating on the Rocky Mountain Energy Center LLC
        and the Riverside Energy Center LLC loans,

    (3) the 'CCC+' rating on the third lien Calpine Generating Co.
        LLC debt, and

    (4) the 'BBB' rating on Power Contract Financing LLC's bonds.

The San Jose, California-based company, which develops, acquires,
owns, and operates power generation facilities, has about $18
billion of total debt outstanding.

"The ratings on Calpine were lowered because the company must
continue to rely on asset sales and contract monetizations to meet
its interest payments and other fixed obligations in 2005 and
2006," said Standard & Poor's credit analyst Jeffrey Wolinsky.

"In addition, the rating action is based on uncertain prospects
for improvements in power markets, making it unlikely that Calpine
will be able to meet these obligations with internal cash flow
generation," said Mr. Wolinsky.

Standard & Poor's also said that although Calpine alleviated many
of its liquidity issues regarding its 2003-2004 debt maturities
through successful refinancing, asset sales, and monetizations,
liquidity will remain a credit concern because Calpine's new debt
instruments restrict its ability to issue debt and sell assets.


CAMCO INC: Equity Deficit Narrows to $17.58 Million at March 31
---------------------------------------------------------------
Camco, Inc. (TSX:COC) reported $5.3 million net income for the
first quarter ending March 26, 2005, primarily as a result of the
sale of its Hamilton facility.  This compares to a $3.7 million
net loss of for the same period last year, due to significant
provisions for Hamilton plant closure costs.

Total sales for the first quarter amounted to $132 million, up
7.6% from sales of $123 million for the first quarter of 2004.

Excluding a one-time gain on the sale of the Hamilton facility and
plant closure costs, the Company reported a loss from operations
of $2.1 million in the first quarter of 2005 compared to income of
$0.6 million for the same period last year.  Lower income from
operations in the first quarter of 2005 was the result of lower
margins on final sales of Hamilton manufactured product in the
first quarter and increased raw material commodity prices.

Recent increases in material costs, especially steel and plastic,
have had an adverse impact on manufacturing costs.  As a result
the Company announced price increases in 2004 to the domestic
market effective January 2, 2005, which have only partially offset
the full impact of the material cost inflation.

Closure-related income of $7.8 million, primarily from the sale of
the Hamilton facility, was recorded in the first quarter of 2005
compared to closure costs of $5.9 million for the same period last
year.  The net closure income in the first quarter was the result
of a one-time gain of $10.5 million from the sale of the Hamilton
facility partially offset by the losses incurred on the sale of
equipment and other operating costs of the facility in the first
quarter.

James Fleck, President and CEO commented: "Camco was pleased to
close the sale of the Hamilton site to McMaster University in the
first quarter of 2005.  McMaster plans to transform the site into
a leading Canadian research facility.  This transaction provided
fair value to Camco shareholders.  Higher material costs,
primarily steel and plastic as well as increased transportation
costs continue to negatively impact profits despite higher sales.
Although the material cost environment remains difficult, we are
addressing this challenge proactively through our continued focus
on productivity as well as potential further price increases."

Camco, Inc. -- http://www.geappliances.ca/-- is the largest
Canadian manufacturer, marketer and service provider of home
appliances, with manufacturing operations in Montreal, Quebec.
The Company's product line includes such popular names as GE,
Hotpoint, Moffat, Monogram, BeefEater and Samsung.  Camco also
produces and services private brands for major Canadian department
stores.

As of March 31, 2005, Camco's stockholders' deficit narrowed
to $17,575,000 from a $22,879,000 stockholders' deficit at
Dec. 31, 2004.


CAPRESI LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Capresi LLC
        dba CapriBlu Ristorante
        1617 Westcliff Drive
        Newport Beach, California 92600

Bankruptcy Case No.: 05-13140

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: May 6, 2005

Court: Central District of California (Santa Ana)

Judge: Robert W. Alberts

Debtor's Counsel: Paul S. Nash, Esq.
                  38 Technology Drive, Suite 250
                  Irvine, Californi 92618-2301
                  Tel: (949) 727-9041

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
   ------                     ---------------       ------------
Rettig Chiropractic           Business premises       $1,000,000
Offices, Inc.                 lease
PO Box 38                     Value of security:
Cedar Glen, CA 92321          $832,548

Rewards Network               Trade Debt                 $36,000
301 N Lake Ave, Suite 202
Pasadena, CA 91101

United Mileage Visa           Bank loan                  $19,000
PO Box 15298
Palantine, IL 19850-5298

Wells Fargo Bank              Trade debt                 $13,907

Citi Bank Advantage           Trade debt                 $11,524

Alfredo Abate                 Private party              $10,000
                              loan

MBNA America                  Trade debt                  $9,462

Wells Fargo Bank              Trade debt                  $8,151

Board of Equalization         Sales tax                   $8,000

American Express              Trade debt                  $7,429

HP Financial Services         Trade debt                  $6,300
                              Value of security:
                              $500

Bank of America               Bank loan                   $5,200
Alaska Airlines Visa

American Express              Trade debt                  $4,562

DCS                           Trade debt                  $3,800

Chase Platinum Master Card    Bank loan                   $3,540

American Express              Trade debt                  $3,467

KPFF Consulting Engineers     Trade debt                  $2,149

Home Depot Credit Services    Trade debt                  $1,961

Eversoft                      Trade debt                  $1,476
                              Value of security:
                              $100

Pier 1 Imports                Trade debt                    $252


CARAUSTAR INDUSTRIES: Weak Earnings Prompt S&P to Lower Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on recycled
paperboard producer, Caraustar Industries Inc., including its
corporate credit rating, to 'B+' from 'BB-', and its senior
secured bank loan rating, to 'BB-' from 'BB'.  The outlook is
stable.

The downgrade reflects Austell, Georgia-based Caraustar's
persistent subpar credit metrics because of weak earnings and its
aggressive capital structure.  Total debt, including capitalized
operating leases, at March 31, 2005, was $550 million, with debt
to EBITDA of 9x.

"Despite noticeably improved industry capacity utilization rates,
the potential for modestly higher prices, and ongoing cost-savings
efforts, we do not foresee sufficient improvement in Caraustar's
financial performance to maintain the former ratings," said
Standard & Poor's credit analyst Pamela Rice.  "Caraustar's
earnings should improve in 2005, resulting in credit protection
measures more in line for the current ratings. The outlook could
be revised to negative if market conditions worsen, if the company
is unable to realize sufficient benefits from its cost reduction
efforts, or if it is unable to raise selling prices to at least
offset rising raw-material costs.  Caraustar's business profile
could support a slightly higher rating; however, a positive
outlook is unlikely to occur unless the company successfully
addresses is highly leveraged capital structure."

Caraustar's earnings woes are mostly related to unfavorable
industry dynamics despite consolidation and vigorous capacity-
rationalization efforts.

"We believe that the company will benefit from its efforts to
reduce costs and centralize procurement, but realization of its
recently announced price increase is necessary to avoid further
margin compression," Ms Rice said.


CARRIER ACCESS: Receives Nasdaq Deficiency Notice Due to Tardy 10K
------------------------------------------------------------------
Carrier Access Corporation (Nasdaq: CACS), a manufacturer of
broadband communications equipment, received a Nasdaq Staff
Determination letter.

The letter indicates that although the company filed its Form 10-K
for the fiscal year ended December 31, 2004, the filing did not
include management's assessment of its internal controls over
financial reporting and the associated auditor attestation report.
Because the Company has not timely filed an amended Form 10-K,
with the Attestations, it is not in compliance with the Nasdaq
continued listing requirements set forth in Nasdaq Marketplace
Rule 4310(c)(14).  As a result of the delinquency, Carrier Access
common stock will begin trading under the symbol "CACSE" effective
at the opening of business on Friday, May 6, 2005, and its common
stock is also subject to delisting from the Nasdaq Stock Market.

Carrier Access intends to request an appeal hearing with the
Nasdaq Listing Qualifications Panel within seven days of the date
of the Determination letter for continued listing on the Nasdaq
National Market.  Under Nasdaq Market Place Rules, Carrier Access
securities will remain listed on the Nasdaq National Market
pending the outcome of the hearing.  There can be no assurance
that the Panel will grant a request for continued listing.

As announced in its press release on May 2, 2005, Carrier Access
remains committed to accurate and transparent financial reporting.
The Company is working diligently with its auditors KPMG to
complete its 2004 Form 10-K and to fully comply with all
requirements for continued listing.

                        About the Company

Carrier Access (NASDAQ: CACS) -- http://www.carrieraccess.com/--  
provides consolidated access technology designed to streamline the
communication network operations of service providers, enterprises
and government agencies. Carrier Access products enable customers
to consolidate and upgrade access capacity, and implement
converged IP services while lowering costs and accelerating
service revenue. Carrier Access' technologies help our customers
do more with less.


CATHOLIC CHURCH: Tucson Wants Hartford Settlement Pact Approved
---------------------------------------------------------------
Before the Petition Date, Hartford Fire Insurance Company and
First State Insurance Company issued to, or for the benefit of,
the Diocese of Tucson and Other Releasing Parties seven insurance
policies:

   Insurer             Policy Number        Policy Period
   -------             -------------        -------------
   Hartford Fire       59 SMP 502213     05/29/64 - 05/29/67
   Hartford Fire       59 SMP 100629     05/29/67 - 05/29/70
   Hartford Fire       59 SMP 102760     05/29/70 - 05/29/73
   Hartford Fire       59 SMP 104993     05/29/73 - 05/29/76
   Hartford Fire       59 CBP 207956     05/29/76 - 05/29/77
   First State         943447            01/01/80 - 06/01/81
   Hartford Fire       M78718            05/29/74 - 05/29/75

Other Releasing Parties refer to any person that is or may claim
to be insured under any Policy, including without limitation all
parishes, churches, schools and other institutions within or
affiliated with the Diocese, along with each of their past,
present or future subsidiaries.

Kasey C. Nye, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, relates that numerous individuals have asserted
claims against the Diocese for injuries suffered due to sexual
abuse by priests that were allegedly negligently hired,
supervised, or maintained by the Diocese.

Certain disputes between the Diocese and Hartford have arisen and
would be likely to arise in the future concerning Hartford's
position regarding the nature and scope of Hartford's
responsibilities, if any, to provide coverage to the Diocese and
the Other Releasing Parties under the Policies for the Tort
Claims, including without limitation the sufficiency of the
evidence of the existence and terms of the Policies, whether:

   -- policy terms or exclusions provide or preclude coverage for
      the Tort Claims;

   -- the Diocese has complied with certain conditions precedent
      to coverage contained in the Policies; and

   -- to what extent the costs incurred in connection with
      the Tort Claims are allocable to the Policies.

The Diocese believes that resolution of the disputes is warranted
in view of (i) the significant costs to the Chapter 11 estate to
litigate its coverage claims against Hartford either through an
adversary proceeding or on a piecemeal basis, (ii) the risks of
the outcome of the litigation and the time to obtain a final
determination, (iii) the possibility that coverage under the
Policies may not be implicated, and (iv) the Diocese's desire to
obtain maximum value from its insurers under the Policies for the
purpose of making payments to the holders of the Tort Claims.

Toward that end, the Diocese and Hartford engaged in extensive,
good faith, arm's-length negotiations to attempt to reach a
comprehensive resolution of their disputes.

By this motion, the Diocese asks the U.S. Bankruptcy Court for the
District of Arizona to:

   * approve the Settlement and Insurance Policy Repurchase
     Agreement and Release among the Diocese and Other Releasing
     Parties, as sellers, and Hartford as purchaser;

   * approve the settlement and compromise of claims between the
     Diocese and Hartford; and

   * find that the Agreement complies with the Bankruptcy Code
     and other applicable law, including Section 20-1123 of the
     Arizona Revised Statutes.

Specifically, the Agreement provides that:

   (a) the Diocese and the Other Releasing Parties will sell to
       Hartford the Policies for $7 million to be paid to the
       Estate;

   (b) the Diocese and the Other Releasing Parties will provide a
       full release to Hartford with respect to and in connection
       with the Hartford Policies, including any other unknown
       insurance policies issued by Hartford under which the
       Estate may have insurance coverage.  The Diocese and the
       Other Releasing Parties agree that the release represents
       a fair consideration for the purchase price paid by
       Hartford to buy back the Policies in view of the various
       disputes among the parties, and in no way constitutes an
       annulment of the Policies within the meaning of Section
       20-1123 of the Arizona Revised Statutes; and

   (c) Hartford will provide full releases to the Diocese and the
       Other Releasing Parties with respect to and in connection
       with any claims in connection with the Policies.

Tucson also seeks the Court's authority to sell back to the
Hartford writing companies the seven Policies issued by Hartford.
The seven Policies will be sold back together with any other
unknown insurance policies that were issued or allegedly issued by
Hartford to the Diocese or under which the Diocese is or may claim
to be an insured, named insured, person insured, additional
insured, additional person insured, or otherwise entitled to any
coverage or benefits under any insurance policies pursuant to the
terms of the Agreement, free and clear of liens, claims,
encumbrances and other interests.

                    Agreement Must be Approved

Mr. Nye maintains that the dispute between the Diocese and
Hartford regarding the availability of insurance coverage under
the Policies will prove costly and time consuming to litigate to a
conclusion, and will further delay payment of the claims against
the Diocese, including the Tort Claims.  Were the Diocese to
obtain a favorable coverage determination in a coverage action, it
is likely that Hartford would appeal, further prolonging a final
decision and increasing the litigation expense to the bankruptcy
estate.

The proposed settlement, on the other hand, is well within the
range of likely outcomes of the litigants' dispute.  The Diocese
believes that the settlement and purchase payment reflects an
appropriate balance of costs, risks and potential rewards of
litigation.

Furthermore, Hartford has asserted issues regarding the nature and
scope of its responsibilities, if any, to provide coverage to the
Diocese under the Policies for the Tort Claims.  Resolving these
coverage disputes would involve extended litigation in which
expenses likely could, in the aggregate, amount to hundreds of
thousands of dollars or, if litigated on a contingent fee basis,
would dilute the ultimate recovery to the Diocese.

In addition to stemming the costs of further litigation with
Hartford, the settlement will ensure that there are funds
available to make payments to the holders of claims, including
those with Tort Claims.  According to Mr. Nye, the $7,000,000
payment represents a good deal for the Diocese and the holders of
the Tort Claims.

                      Supplemental Injunction

Tucson further asks the Court to issue permanently enjoin all
claimants to assert their claims only against the Diocese and not
Hartford.

Tucson believes that a supplemental injunction is necessary and
appropriate to protect the integrity of the settlement and sale
contemplated by the Agreement.  It is also essential to a workable
reorganization of the Diocese.

Mr. Nye explains that without the supplemental injunction,
Hartford will not consummate the settlement and purchase the
Policies -- and the Diocese will not receive the contemplated
consideration.  Mr. Nye notes that all persons holding claims
against the Diocese, including Tort Claims, are protected in that
they have the right to pursue their claims against the proceeds of
the sale of the Policies.

A full-text copy of the Settlement Agreement is available for free
at:

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

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)


CLEARLY CANADIAN: Consolidated Shares Begin Trading on NASDAQ
-------------------------------------------------------------
Clearly Canadian Beverage Corporation (CNQ:CCBC)(OTCBB:CCBC)
received confirmation that NASDAQ has processed the necessary
documentation in connection with the Company's reverse split
(consolidation) on a 10 old for one new share basis.

Accordingly, effective May 5, 2005, the shares of the Company
began trading on OTCBB on a post-consolidated basis under the new
trading symbol of CCBEF.

The Company's voluntary de-listing from the CNQ became effective
as of the close of business on May 6, 2005.

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

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


COLUMBUS MCKINNON: Moody's Revises Rating Outlook to Positive
-------------------------------------------------------------
Moody's Investors Services has changed Columbus McKinnon
Corporation's rating outlook to positive and affirmed its existing
ratings.

Ratings affirmed:

   * B2 senior implied rating,

   * B3 issuer rating,

   * B3 on the $115 million 10% senior secured (2nd lien) notes,
     due 2010, and

   * Caa1 on the $155 million 8.5% senior subordinated notes, due
     2008.

Moody's does not rate Columbus McKinnon's $65 million senior
secured revolving credit facility due 2007.

In changing the rating outlook to positive, Moody's recognizes the
improvement in Columbus McKinnon's financial and operating
performance over the past year as the company benefited from a
strong cyclical recovery in the US manufacturing and construction
sectors.  In addition to higher demand, the company's lowered cost
structure and improved efficiency as a result of the extensive
restructuring efforts during the downturn also contributed to the
performance improvement.  Importantly, Columbus McKinnon has been
able to maintain its leading market position in key product
categories through the downturn.  It estimates that about 75% of
its domestic sales are from products where it has the No. 1 market
position.

On the other hand, the ratings continue to be constrained by the
strong cyclicality of Columbus McKinnon's business, intense
competition and on-going pricing pressure within the highly
fragmented material handling industry, the company's still high
debt leverage, and the long-term impact of a contracting domestic
manufacturing base as more US manufacturers move overseas.

Columbus McKinnon Corporation, headquartered in Amherst, New York,
is a broad-line designer, manufacturer and supplier of
sophisticated material handling products and integrated material
handling.  The company reported revenues of approximately
$492 million and adjusted EBITDA of $49.6 million for the LTM
period ended January 2, 2005.


COOKS INC.: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cook's, Inc.
        aka Cook's/Turkiz, Inc.
        aka Cook's Wholesale Flooring
        7260 Delta Circle
        Austell, Georgia 30168

Bankruptcy Case No.: 05-68648

Type of Business: The Debtor distributes a wide variety of
                  tile and wood flooring products.

Chapter 11 Petition Date: May 9, 2005

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, Northeast
                  Atlanta, Georgia 30303
                  Tel: (404) 893-3880

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   W.F. Taylor Co., Inc                            $775,638
   Dept. 1544
   Los Angeles, CA 90084-1544

   Turkiz Ceramics USA/Israel                      $334,867
   PO Box 5265
   Kefar Hasidim
   Israel 20400

   Limestone Marble Industries                     $159,713
   Julius Simon St. Industrial Zone
   PO Box 10579
   Haifa Bay, Israel 26119

   Yurtbay Seramik                                 $110,391

   UPS Supply Chain Solutions, Inc                 $101,751

   Ballesmar Ceramica                              $100,901

   Burke Mercer                                     $99,506

   Ozmar Mermer-Maden                               $89,257

   Beaulieu United                                  $55,739

   Interceramic, Inc.                               $55,668

   Bank of America                                  $53,143

   Quality Carpet Cushion                           $50,858

   American Biltrite                                $49,054

   Steven R. McClellan                              $40,461

   Solarbrite, Inc.                                 $38,522

   Galaxy Impex                                     $35,471

   Lexmark Carpet Mills, Inc.                       $32,894

   MD Building Products, Inc.                       $31,779

   Mega Shipping & Forwarding                       $30,996

   California Cartage                               $30,475


COVANTA ENERGY: Warren Subsidiary Owes $900,000 to Covanta Energy
-----------------------------------------------------------------
In a quarterly report filing with the Securities and Exchange
Commission, Craig D. Abolt, Senior Vice President and Chief
Financial Officer of Covanta Energy Corporation, relates that as
part of Covanta's emergence from bankruptcy, Covanta and its
subsidiary that operates the waste-to-energy facility in Warren
County, New Jersey, entered into several agreements approved by
the U.S. Bankruptcy Court for the Southern District of New York
to:

   (a) reimburse Covanta for employees and employee-related
       expenses;

   (b) provide for payment of a monthly allocated overhead
       expense reimbursement in a fixed amount; and

   (c) permit Covanta to advance up to $2 million in super-
       priority DIP Loans to Covanta Warren to meet any liquidity
       needs.

As of March 31, 2005, Covanta Warren owed Covanta $900,000, Mr.
Abolt reports.

In the event the parties are unable to timely reach agreement upon
and consummate a restructuring of the contractual arrangements
governing Covanta Warren's operation of the Warren Facility,
Covanta may, among other things, elect to litigate with
counterparties to certain agreements with Covanta Warren, assume
or reject one or more executory contracts related to the Warren
Facility, attempt to file a plan of reorganization on a non-
consensual basis, or liquidate Covanta Warren.  In that event,
Mr. Abolt says Covanta Warren creditors may receive little or no
recovery on account of their claims.

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)


CRANKUP SCAFFOLDING: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Crankup Scaffolding USA, Inc.
        1633 Blairs Bridge Road
        Lithia Springs, Georgia 30122

Bankruptcy Case No.: 05-68609

Type of Business: The Debtor manufactures adjustable
                  climbing scaffolds. See
                  http://www.crankupscaffolding.com/

Chapter 11 Petition Date: May 9, 2005

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Edward F. Danowitz, Jr., Esq.
                  300 Galleria Parkway, Northwest, Suite 960
                  Atlanta, Georgia 30339
                  Tel: (770) 933-0960

Estimated Assets: $1 Million to $10 Million

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

Debtor's 16 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Eugene Sak                                 $225,000
   118 Karley Lane
   Florence, AL 35630

   Up Scaffold Company                        $118,000
   2446A Highway 29 S
   Lawrenceville, GA 30044

   Eagle Access, LLC                           $93,000
   P.O. Box 712
   Florence, SC 35631

   Souhteastern Scaffolding, Inc.              $18,000

   Dillard Quinn                                $5,300

   Up Scaffolding Of Alabama                    $4,000

   Georgia Steel                                $3,000

   Robert Holt                                  $1,000

   Gary Jones                                   $1,000

   Greystone Power                                $100

   Blue Flame Gas Co.                              $64

   Crankup Scaffolding, LLC                        $10

   Step Up Distributor Associates, Icn.            $10

   Chicago Scaffolding, Inc.                       $10

   Go Front Scaffolding                            $10

   Up-Scaffolding Of Florida                       $10


CREDIT SUISSE: Moody's Rates Four Securitization Classes at Low-B
-----------------------------------------------------------------
Moody's Investors Service has upgraded 35 classes of mezzanine and
subordinated tranches from 9 mortgage backed securitizations
issued by Credit Suisse First Boston Mortgage Securities Corp.
in 2002.  In addition, Moody's has downgraded 3 classes of
subordinated tranches from 3 mortgage backed securitizations and
confirmed the rating of 1 subordinate tranche from 1 mortgage
backed securitization also issued by Credit Suisse First
Boston Mortgage Securities Corp. in 2002.  The pools are
Jumbo-A/Alternative-A first lien adjustable-rate loans.  The
actions are based on the fact that the bonds' current credit
enhancement levels, including excess spread where applicable, are
either high or low compared to the current projected loss numbers
for the current rating level.

In general, the securitizations being upgraded have benefited from
rapid prepayments resulting in the deleveraging of the
transactions.  In addition, many of the mortgage pools underlying
most of these securitizations have performed better than our
original expectations.

The securitizations being downgraded suffer primarily from the
performance of the underlying loans with cumulative losses
exceeding our original expectations.

The complete rating actions are:

Issuer: Credit Suisse First Boston Mortgage Securities Corp.

Upgrade:

   * Series 2002-AR2; Class I-B-1, Upgrade from Aa3 to Aaa
   * Series 2002-AR2; Class I-B-2, Upgrade from A3 to Aa3
   * Series 2002-AR2; Class II-M-1, Upgrade from Aa2 to Aaa
   * Series 2002-AR8; Class C-B-1, Upgrade from Aa2 to Aaa
   * Series 2002-AR13; Class C-B-1, Upgrade from Aa3 to Aaa
   * Series 2002-AR13; Class C-B-2, Upgrade from A2 to Aa2
   * Series 2002-AR13; Class C-B-3, Upgrade from Baa3 to A3
   * Series 2002-AR13; Class C-B-4, Upgrade from Ba3 to Ba1
   * Series 2002-AR13; Class V-M-1, Upgrade from Aa2 to Aaa
   * Series 2002-AR13; Class V-M-2, Upgrade from A2 to Aa2
   * Series 2002-AR17; Class C-B-1, Upgrade from Aa3 to Aaa
   * Series 2002-AR17; Class C-B-2, Upgrade from A3 to Aa3
   * Series 2002-AR17; Class C-B-3, Upgrade from Baa3 to A3
   * Series 2002-AR25; Class C-B-1, Upgrade from Aa3 to Aaa
   * Series 2002-AR25; Class C-B-2, Upgrade from A3 to Aa3
   * Series 2002-AR25; Class C-B-3, Upgrade from Baa3 to A3
   * Series 2002-AR27; Class C-B-1, Upgrade from Aa3 to Aaa
   * Series 2002-AR27; Class C-B-2, Upgrade from A3 to Aa3
   * Series 2002-AR27; Class C-B-3, Upgrade from Baa3 to A3
   * Series 2002-AR27; Class IV-M-1, Upgrade from Aa2 to Aaa
   * Series 2002-AR28; Class C-B-1, Upgrade from Aa3 to Aaa
   * Series 2002-AR28; Class C-B-2, Upgrade from A3 to Aa3
   * Series 2002-AR28; Class C-B-3, Upgrade from Baa3 to A3
   * Series 2002-AR28; Class III-M-1, Upgrade from Aa2 to Aaa
   * Series 2002-AR31; Class C-B-1-X, Upgrade from Aa2 to Aaa
   * Series 2002-AR31; Class C-B-1, Upgrade from Aa2 to Aaa
   * Series 2002-AR31; Class C-B-2, Upgrade from A2 to Aa2
   * Series 2002-AR31; Class C-B-3, Upgrade from Baa3 to A2
   * Series 2002-AR31; Class C-B-4, Upgrade from Ba2 to Baa3
   * Series 2002-AR31; Class C-B-5, Upgrade from B3 to B1
   * Series 2002-AR33; Class C-B-1, Upgrade from Aa3 to Aaa
   * Series 2002-AR33; Class C-B-2, Upgrade from A2 to Aa2
   * Series 2002-AR33; Class C-B-3, Upgrade from Baa2 to A2
   * Series 2002-AR33; Class C-B-4, Upgrade from Ba2 to Baa3
   * Series 2002-AR33; Class C-B-5, Upgrade from B3 to B1

Downgrade:

   * Series 2002-AR8; Class C-B-4, Downgrade from Ba3 to B1
   * Series 2002-AR28; Class III-M-2, Downgrade from A2 to Baa2
   * Series 2002-AR31; Class VII-M-2, Downgrade from A2 to Baa2

Confirmed:

   * Series 2002-AR33; Class V-M-2, Current rating A2 confirmed


CRIIMI MAE: Reports First Quarter 2005 Financial Results
--------------------------------------------------------
CRIIMI MAE Inc. (NYSE: CMM) reported net income to common
shareholders of $828,000 in the first quarter of 2005 compared to
net income to common shareholders of $2.5 million for the same
period in 2004.

"Our retained CMBS portfolio continues to generate significant
cash flow and the balance of loans in special servicing continues
to decline," Mark Jarrell, President and Chief Operating Officer,
said.  "We are pleased that specially-serviced hotel loans, which
represent the largest percentage of loans in special servicing,
has decreased over the last several quarters as the economy and
the lodging sector continue to improve.  This quarter, we
decreased our overall expected loss estimate related to our CMBS
by $9 million to $619 million as of March 31, 2005, primarily as a
result of changes in the amount and timing of resolutions and
dispositions of certain specially- serviced assets.  A change in
the timing of anticipated cash flows for certain of the Company's
CMBS resulted in this quarter's $3.5 million impairment charge."

                        Financial Results

Net Income

For the three months ended March 31, 2005, net income to common
shareholders was $828,000, compared to $2.5 million for the first
quarter of 2004.  Results for the first quarter of 2005 included
net interest margin of $9.5 million, total operating expenses of
$6.5 million and net other charges of $3.0 million, including $3.5
million of impairment on certain of the Company's subordinated
commercial mortgage-backed securities.

Net Interest Margin for the Quarter Ended March 31, 2005

CRIIMI MAE's net interest margin decreased to $9.5 million for the
three months ended March 31, 2005 compared to $10.9 million for
the corresponding period in 2004 primarily due to the higher cost
of financing the $260 million of non-recourse match-funded debt
issued in June 2004 as part of the Company's refinancing of a
significant amount of its recourse debt.

During the first quarter of 2005, the Company's average total debt
balance was $622 million compared to $727 million for the first
quarter of 2004. The weighted average effective interest rate on
the Company's total average debt outstanding during the first
quarter was 8.5% compared to 7.4% for the same period in 2004.

                           Other Items

Results for the first quarter of 2005 also included reductions in
aggregate impairment charges, net losses on insured mortgage
security dispositions and extinguishment of debt as compared to
the first quarter of 2004.  This quarter's $3.5 million of
impairment charges on CMBS was calculated as the difference
between the fair value and amortized cost of certain of the
Company's CMBS as of March 31, 2005 and resulted primarily from a
change in the timing of anticipated cash flows for these CMBS.
For the first quarter of 2004, impairment charges totaled
$3.6 million, including a $3.1 million write down on two of the
Company's non-core assets and $518,000 on one of the Company's
CMBS. Net losses on insured mortgage security dispositions were
$77,000 in the first quarter of 2005 compared to losses of
$626,000 in the first quarter of 2004, due to fewer prepayments in
2005. The Company incurred no losses on extinguishment of debt
this quarter compared to a net loss on extinguishment of debt of
$707,000 associated with the refinancing of one of the Company's
insured mortgage portfolios in the first quarter of 2004.

               Liquidity and Shareholders' Equity

Increased Liquidity

As of March 31, 2005, total liquidity approximated $52.7 million,
including cash and cash equivalents of approximately $48.6 million
and $4.1 million in liquid securities, compared to total liquidity
of $45.1 million at December 31, 2004.

CRIIMI MAE's retained CMBS portfolio, along with its other assets,
continued to generate significant cash in the first quarter of
2005. Sources of cash included $11.4 million from the retained
CMBS portfolio and $1.0 million from its non-core assets. Cash
outflows during the first quarter of 2005 included interest
payments on the Company's debt (excluding match-funded debt) of
approximately $500,000, $2.8 million of corporate general and
administrative expenses, $200,000 in interest rate swap payments,
$434,000 of maintenance fee expense and $1.5 million for payment
of preferred dividends.

Unlike most other REITs, CRIIMI MAE is currently able to
distribute or retain its net cash flows as a result of its tax net
operating loss (NOL) carryforwards. As a result of the Company's
election to be taxed as a trader in 2000, the Company has
accumulated unused NOLs of approximately $291.4 million as of
March 31, 2005. Any accumulated and unused net operating losses,
subject to certain limitations, generally may be carried forward
for up to 20 years to offset taxable income until fully utilized.

As discussed in the Company's quarterly and annual reports filed
with the Securities and Exchange Commission, the Company's future
use of NOLs for tax purposes could be substantially limited in the
event of an "ownership change" as defined under Section 382 of the
Internal Revenue Code.

The Company expects any dividends paid in 2005 to be taxable to
the recipients to the extent of the Company's taxable income for
the year. The determination of the taxability of a dividend
distribution is based on the current year's earnings and profits
(before application of the dividends paid deduction and NOL
carryforwards), which approximates the Company's taxable income.
The Company expects to offset taxable income, if any, by first
applying the dividends paid deductions related to distributions on
its stock and then by utilizing its prior year NOL carryforwards
in 2005.

Shareholders' Equity

As of March 31, 2005, shareholders' equity was approximately
$412.5 million, as compared to $428.1 million at December 31,
2004.  The diluted book value per common share is based on total
shareholders' equity less the liquidation value of the Company's
then outstanding preferred stock.  The net decrease in total
shareholders' equity was primarily attributable to a reduction in
the value of CMBS due principally to an increase in Treasury rates
as of quarter end.

Shareholders' equity as of March 31, 2005 includes, among other
things, the excess of the carrying amount of the Company's CMBS
rated AAA and the senior interest in its BBB- rated CMBS over the
related non-recourse debt.  The Company does not actually own
these assets but is required by GAAP to include them on its
balance sheet. After removing the net impact of the CMBS pledged
to secure non-recourse debt and the related non-recourse debt, the
adjusted book value was $16.94 per diluted common share and $17.27
per diluted common share as of March 31, 2005 and December 31,
2004, respectively.  The net decrease in adjusted book value is
primarily attributable to a reduction in the value of the retained
CMBS portfolio due principally to an increase in Treasury rates as
of quarter end.  The Company believes adjusted book value per
diluted common share provides a more meaningful measure of book
value because the Company receives no cash flows from the CMBS
pledged to secure non-recourse debt that are reflected on its
consolidated balance sheet and used to calculate its book value in
accordance with GAAP. All cash flows related to the CMBS pledged
to secure non-recourse debt are used to service the related non-
recourse debt. The reconciliation of this non-GAAP financial
measure to shareholders' equity is presented in the tables that
follow.

CRIIMI MAE had 15,584,734 and 15,546,667 common shares outstanding
as of March 31, 2005 and December 31, 2004, respectively. As of
May 2, 2005, the Company has 15,587,827 common shares outstanding.

                        Existing Operations

As of March 31, 2005, specially serviced mortgage loans totaled
$751.1 million, or 5.9% of the aggregate $12.7 billion of mortgage
loans underlying the Company's CMBS. Hotel property mortgage loans
(including the Shilo Inn loans with an aggregate principal balance
of $134.7 million) accounted for $316.1 million, or 42% of the
special servicing portfolio at quarter end, down from $375.7
million, or 46% of the special servicing portfolio at year end.

The Company decreased its overall expected loss estimate related
to its CMBS from $628 million at December 31, 2004 to $619 million
at March 31, 2005, including cumulative actual losses of
approximately $274 million realized from 1999 through March 31,
2005. These cumulative expected losses of $619 million are
anticipated to occur through the life of the Company's CMBS.

                        About the Company

CRIIMI MAE Inc. is a commercial mortgage company structured as a
REIT.  CRIIMI MAE owns and manages a significant portfolio of
commercial mortgage- related assets. Historically, CRIIMI MAE's
primary focus was acquiring high- yielding, non-investment grade
commercial mortgage-backed securities (subordinated CMBS).

                         *     *     *

As reported in the Troubled Company Reporter on March 30, 2005,
Moody's Investors Service has placed its Caa2 preferred stock
rating of CRIIMI MAE Inc. under review for possible upgrade.
CRIIMI MAE is a REIT that owns and manages a portfolio of
approximately $1 billion face amount in mortgage securities --
primarily investments in subordinate CMBS tranches.  CRIIMI MAE
emerged from bankruptcy in April 2001.

Recapitalization of the REIT in January 2003 with infusions of
common equity and subordinate debt, as well as with a new, less
expensive secured financing package, have improved its financial
flexibility and allowed it to retain operating cash flow.
CRIIMI MAE has become current on dividends in arrears following
distributions on June 30, 2003.  The REIT continues to make
preferred dividend distributions due to improved financial metrics
and liquidity.  The Board of Directors of CRIIMI MAE recently
engaged a financial advisor to assist the REIT in undertaking a
review of its various strategic alternatives, including a possible
sale of the REIT.  According to Moody's this rating action
reflects the success of the company's recapitalization, strong
sponsorship and management by Brascan Real Estate Finance Fund,
ongoing ability to make preferred stock dividend distributions,
and possible near term strategic restructuring that could further
enhance the position of preferred stockholders.

During its review, Moody's will examine the REIT's emerging
business plan and possible strategic alternatives as they affect
creditor protections.  An upgrade in CRIIMI MAE's preferred stock
rating will reflect further clarity in the strategic direction and
ownership of the REIT, as well as enhancement trends in the
position of preferred stockholders.

These rating was placed under review for upgrade:

   * CRIIMI MAE Inc. -- Series B Preferred Stock at Caa2


CRITICAL PATH: March 31 Balance Sheet Upside-Down by $114.5 Mil.
----------------------------------------------------------------
Critical Path, Inc. (Nasdaq:CPTH) reported its unaudited financial
results for the first quarter ended March 31, 2005.

For the first quarter of 2005, revenues were $17.4 million,
compared to $19.5 million in the fourth quarter of 2004 and
$17.1 million in the first quarter of 2004.

For the first quarter of 2005, net loss attributable to common
shareholders, based on United States generally accepted accounting
principles, was $12.7 million, compared to a net loss of $10.7
million for the fourth quarter of 2004 and a net loss of $13.1
million for the first quarter of 2004.  For the first quarter of
2005, total cost of net revenues and operating expenses, based on
GAAP, were $25.7 million, unchanged from the fourth quarter of
2004 and an 11% decline from $28.8 million for the first quarter
of 2004.

                     Adjusted EBITDA Results

For the first quarter of 2005, earnings before interest income,
interest expense, provision for income taxes, depreciation and
amortization adjusted to exclude other items such as other income
(expense), net, restructuring expenses, stock-based expenses and
accretion on mandatorily redeemable preferred stock (or adjusted
EBITDA), a non-GAAP measure we use to measure the performance of
our business, was a loss of $3.1 million, compared to a loss of
$2.0 million for the fourth quarter of 2004 and a loss of $7.9
million for the first quarter of 2004.  For the first quarter of
2005, total cost of net revenues and operating expenses on an
adjusted EBITDA basis were $20.5 million, compared to $21.5
million for the fourth quarter of 2004 and $25.0 million for the
first quarter of 2004.

"The results from our focus on consumer messaging solutions to our
target markets with broadband, fixed-line and mobile operators
were evident in the first quarter," said Mark Ferrer, chief
executive officer and chairman of Critical Path.  "This includes
the launch of our new Memova brand, the announcement of our new
Memova Mobile solution currently in use on a trial basis with
mobile operators in Southeast Asia and Europe, the significant
growth in our Memova Anti-Abuse bookings and the continued
strength in our core Memova Messaging performance.  We believe the
alignment of our solutions to the growing consumer messaging
market combined with our continued expense management, positions
us to effectively compete for our client's investment dollars."

"I am pleased with our progress managing spending levels,
particularly our third quarter in a row of improved gross
margins," said Jim Clark, chief financial officer.  "Even though
our general and administrative expenses increased in the March
quarter due to the increased cost of our compliance efforts
related to the requirements of the Sarbanes-Oxley Act, our total
operating expenses achieved significant year-over-year
improvement."

As of March 31, 2005, the Company's cash and cash equivalents
totaled $27.2 million, compared to $23.2 million at December 31,
2004 and $37.1 million at March 31, 2004.

                       About the Company

Critical Path, Inc.'s -- http://www.criticalpath.net/--  
Memova(TM) solutions provide a new and improved email experience
for millions of consumers worldwide, helping mobile operators,
broadband and fixed-line service providers unlock the potential of
email in the mass market. Memova(TM) Mobile gives consumers
instant, on-the-go access to the messages that matter most.
Featuring industry-leading anti-spam and anti-virus technology,
Memova(TM) Anti-Abuse protects consumers against viruses and spam.
Memova(TM) Messaging provides consumers with a rich email
experience, enabling service providers to develop customized
offerings for high-speed subscribers.  Headquartered in San
Francisco with offices around the globe, Critical Path's messaging
solutions are deployed by more than 200 service providers
throughout the world.

At Mar. 31, 2005, Critical Path, Inc.'s balance sheet showed an
$114,506,000 stockholders' deficit, compared to a $112,189,000
deficit at Dec. 31, 2004.


CTI FOODS: Moody's Rates Proposed $115M Senior Sec. Loan at B2
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to a proposed
$115 million senior secured second lien seven-year term loan being
offered by CTI Foods Holding Co., LLC.  Moody's also assigned a B2
senior implied rating to CTI Foods Holdings Co., LLC and a stable
rating outlook.  CTI will use the proceeds to refinance existing
debt, pay a $35 million dividend to existing shareholders, and pay
approximately $7 million in transaction costs.  Moody's does not
rate CTI's $45 million secured first lien bank credit facility.
The rating on the $115 million secured term loan represents a
first-time rating for this issuer.

Moody's considered CTI's ratings in relation to certain key rating
drivers for the food industry:

   (A) Scale and diversification

       CTI is a small niche manufacturer of food products
       primarily for the quick-serve-restaurant industry, with
       sales and earnings highly concentrated among a small number
       of products and customers largely in the Western and
       Southwestern US.

   (B) Franchise strength and growth potential.

       CTI's franchise strength is moderate.  While it has a solid
       position with a small group of customers in a rather
       specialized industry niche, it remains vulnerable to
       competitive threats from larger more powerful food
       companies.  Internal growth has been solid over the recent
       past, and given its small size, additional growth potential
       exists.

   (C) Distribution environment and pricing flexibility with
       customers.

       CTI's use of contracts with its customers helps protect it
       from price risk of commodity cost fluctuations, although
       its size and competitive environment limit its negotiating
       strength with customers.

   (D) Assessment of cost efficiency and profitability.

       CTI's margins and return on assets are low relative to some
       companies in the food industry.

   (E) Financial policy and credit metrics.

       CTI's leverage is high, and its coverages modest. Given
       capital expansion plans, Moody's do not expect major
       improvements in these over the rating horizon.

CTI's ratings are limited by its small size, its rapid growth and
the related execution risk inherent in a major capital expansion
program currently underway, its low free cash flow, its limited
product and geographic diversification, its moderately high
leverage, and its highly concentrated customer base.

The company (created in its current form via merger in 2003)
reported FY2004 sales of $345 million, with earnings before
interest and tax of approximately $20 million.  It competes
against much larger companies -- such as Cargill's (A2/stable)
Excel subsidiary, ConAgra (Baa1/negative), Tyson Foods
(Baa3/stable), and Smithfield (Ba1/stable) -- with much greater
market power and financial resources than CTI.

CTI is in the midst of a major program to increase its production
capacity.   While the company has two plants fully operational, a
third plant has just been built and is still in the ramp-up phase,
while a fourth plant is under construction.  Additional plants may
commence construction in the near term.  Moody's believes that the
degree of expansion planned runs the risk of straining CTI's
financial and management resources should it encounter start-up
problems with any of its new facilities.

The company also has a highly concentrated customer base, with the
top one and top three customers accounting for over 56% and 88% of
revenues respectively.  CTI's largest customer accounted for over
56% of 2004 revenues.  The loss of any single customer could have
a material negative impact on this company's operations.

Additionally, CTI has a limited product line, producing largely
different forms of pre-cooked and frozen meat and meat ingredients
primarily for QSR restaurants.

Finally, following the transaction, CTI's leverage will be
moderately high with pro-forma debt/EBITDAR over 4.2X at FYE Jan
2005.

CTI's ratings are supported by:

   (1) its strong customer relationships and product development
       capabilities,

   (2) its use of contracts with customers that greatly reduce
       both the price risk of commodity products it processes, and

   (3) the risk of having insufficient volumes in new
       manufacturing plants.

CTI has forged strong customer relationships with a small group of
restaurant companies whereby CTI produces key components of their
food offerings (such as pre-cooked meat used for various
restaurant items).  The ability to cost-effectively produce a
high-quality, consistent, labor saving product is particularly
attractive to the QSR industry.  CTI has been able to work with
these companies to develop food ingredient products that meet
these standards, and hence win a number of attractive contracts.
And, given its customers' reluctance to alter the taste and
consistency profile of their menu items, they tend to stay with
key suppliers (such as CTI) for a long time.  Moody's notes that
CTI has never lost a major contract, and that it has experienced
100% contract renewals.

CTI's active use of customer contracts allows it to significantly
reduce several risks in its business.  CTI typically manufactures
food products under one or two year contracts, structured as
tolling arrangements, containing pricing mechanisms which pass the
risk of commodity input cost increases onto the customers.
Without the price risk, CTI is left largely with execution risk,
and hence is paid for its ability to produce products in line with
customer specifications.  Over 90% of CTI's sales are covered by
such contracts.  This has resulted in fairly steady earnings and
cash flow over the past few years -- an impressive achievement in
light of the severe volatility in world protein markets and the
more volatile earnings experience of some protein processors.
Additionally, CTI generally requires customers to enter into
longer-term contracts (up to 5 years) if it needs to build a plant
or expand productive capacity for a particular customer.  This
helps ensure that CTI will recoup its investment and earn an
acceptable return on capital employed for the project.  Moody's
notes, however, that long-term contracts are not always required,
and that CTI recently built a new manufacturing facility to
manufacture soups and sauces that does not benefit from a
long-term contract with any key customer.

The US foodservice industry has continued to grow as away from
home eating continues to rise.  There has also been increasing
demand from the foodservice industry for prepared and pre-cooked
ingredients, which allow restaurants to reduce labor, increase
consistency, and enhance food safety.  CTI is currently a small
manufacturer of food products primarily for the QSR industry.  Its
product line includes pre-cooked, frozen, and fresh meat products
such as pre-cooked taco, steak, and chicken fajita meats, and
hamburger patties.  The company also produces soups, dehydrated
refried beans, and grilled vegetables for the restaurant industry.
Its customer base is small and highly concentrated, but includes
Burger King, Cracker Barrel, Jack In The Box, Taco Bell, TGIF, and
Wendy's.

CTI is in the second year of a significant expansion of its
productive capacity.  The company currently has two plants fully
operational, with a third plant which produces soups and sauces
completed but in start-up phase.  A fourth plant, which will
produce dehydrated refried beans, is under construction and
expected to be operational in 2006.  Total cost for this bean
plant will be approximately $25 million.  Additionally, CTI is in
discussions to construct a fifth plant -- a meat processing
facility -- in the Midwest -- which could cost an additional $15
to $25 million.  Including the Midwest meat processing plant under
discussions, CTI's capital expenditures could range between $40 to
$50 million, as compared to $4.6 million and $11.3 million in
FY2003 and FY2004 respectively.

The outlook on CTI's rating is stable and assumes that the company
will maintain its solid operating performance and that it
encounters no significant operating difficulties throughout this
period of significant capital expansion.  It anticipates that CTI
will manage its growth in a way that maintains leverage and its
overall credit profile at levels consistent with its rating, as
well as no additional dividends until such time as debt protection
measures materially improve.  The stable outlook also anticipates
no losses of major customers, and a continuing use of contracts,
which mitigates the majority of price risk in its manufacturing
operations.  Moody's expects CTI to maintain Adjusted Debt/EBITDAR
below 5 times.  For upward rating pressure to build, CTI needs to
expand and diversify its customer base so that the loss of any
single customer would not have a material negative impact on its
operations, as well as sustaining Adjusted Debt/EBITDAR below 4.5
times and Free Cash Flow/Debt in excess of 5%. Downward rating
pressure could develop if the company's operating performance
deteriorates, if it experiences operating difficulties or start up
problems at its new plants, or loses a significant contract to the
extent that debt and leverage increases to where Adjusted
Debt/EBITDAR rose much above 5.5X.

Following the transaction, the $115 million senior secured second
lien term loan will represent the majority of CTI's debt.  Post
closing, CTI expects to have no drawings and only $3 million in
letters of credit issued under its $45 million secured bank credit
facility, allowing an additional $42 million in secured debt to be
drawn.  The agreement restricts additional secured debt primarily
to drawings and letters of credit issued under the bank facility.
Both the term loan and the credit facility receive upstream
guarantees from subsidiaries.

The senior secured term loan is rated at the same level as the
senior implied rating given that the loan represent the
preponderance of debt.  The bank credit is secured on a first lien
basis by substantially all assets of the company and stock of
subsidiaries.  The $115 million term loan is secured on a second
lien basis by the same assets.  Availability under the credit
facility is governed by a borrowing base consisting primarily of
inventory and accounts receivable.

Ratings assigned are:

   * Senior implied rating at B2

   * $115 million senior secured second lien seven-year term loan
     at B2

Headquartered in Wilder, Idaho, CTI Foods is a $345 million
(sales) of food products primarily to the quick-serve restaurant
industry.


CTI FOODS: S&P Rates Proposed $115 Million Second-Lien Loan at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to meat processor CTI Foods Holding Co. LLC.

At the same time, Standard & Poor's assigned its 'B' rating and
'3' recovery rating to CTI Foods' proposed $115 million second-
lien term loan, indicating the likelihood of meaningful (50%-80%)
recovery of principal in the event of a payment default.  The
ratings are based on preliminary terms and are subject to review
upon final documentation.  Net proceeds from the second-lien term
loan will be used improve financial flexibility, fund projects,
and pay a dividend to owners.  The outlook is stable.  Pro forma
for the transaction, Wilder, Idaho-based CTI Foods will have $115
million in total debt outstanding.

The ratings reflect CTI Foods' leveraged capital structure, modest
scale of operations, and customer and supplier concentration.

CTI Foods is a manufacturer of processed food items for the
restaurant industry with 90% of sales from pre-cooked and frozen
meat products, although the company is expanding its product
offering with soups, sauces, and dehydrated refried beans.  Many
of its products are custom-developed to meet specific customer
requirements.  The company is a smaller player in the $446 billion
food prepared away from home market in the U.S.  This market
includes many larger, financially stronger competitors,
particularly vertically integrated processors and suppliers of
meat such as Tyson Foods (BBB/Stable/A-2) and Smithfield Foods
(BB+/Stable/--).  The company's operations are focused in the west
and southwestern regions of the U.S.

"Given the company's well-below-average business risk profile, we
expect CTI Foods to maintain credit protection measures above the
medians for the rating category and apply free cash flow to debt
reduction," said Standard & Poor's credit analyst Alison Birch.
The outlook could be revised to positive if the company
diversifies its customer and product base while expanding the
overall business and improving financial measures.  A negative
outlook could result if the company fails to meet expectations and
liquidity becomes limited due to higher-than-anticipated revolver
borrowing for potential plant acquisitions.


DANA KIKLIS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Dana Louis Kiklis
        18 Dixey Drive
        Middleton, Massachusetts 01949

Bankruptcy Case No.: 05-14287

Chapter 11 Petition Date: May 10, 2005

Court: District of Massachusetts (Boston)

Debtor's Counsel: Stephen E. Shamban, Esq.
                  Stephen E. Shamban Law Offices, P.C.
                  222 Forbes Road, Suite 208
                  P.O. Box 850973
                  Braintree, Massachusetts 02185-0973
                  Tel: (781) 849-1136

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


DELTA AIR: CEO Supports Congressman Price's Pension Legislation
---------------------------------------------------------------
U.S. Rep. Tom Price (R-Ga.) has introduced into the U.S. House of
Representatives the Employee Pension Preservation and Taxpayer
Protection Act of 2005, designed to protect the pensions of
airline employees and address pension funding problems which
threaten the industry's efforts to restructure.

On behalf of Delta Air Lines' (NYSE: DAL) employees and retirees,
Chief Executive Officer Gerald Grinstein issued a statement of
support, saying:

   "Representative Price and the 11 members cosponsoring H.R. 2106
   are to be commended for their leadership in introducing the
   Employee Pension Preservation and Taxpayer Protection Act of
   2005.  This legislation represents a very sensible and
   pragmatic approach to large, short-term airline pension funding
   obligations, which threaten the benefits that our employees and
   retirees have earned and are counting on. We have joined with
   Delta employees, retirees, the Air Line Pilots Association and
   other airlines to convince Congress that legislation is needed
   to ensure an orderly industry restructuring that protects
   employees, retirees and the government.

   "Delta and other airlines have substantial pension payments due
   over the next several years. These large payments have the
   potential to severely affect Delta's cash position. Delta,
   along with other carriers, needs a pension funding schedule
   that provides an affordable way to meet the benefit
   obligations, already earned by employees and retirees. EPPTPA
   would allow Delta to make payments to its pension plan over 25
   years, rather than the current five-year timeline. With
   bankrupt airlines terminating their pension plans entirely and
   other carriers failing even to offer their employees defined
   benefit plans, Delta is merely asking Congress to pass
   legislation to allow Delta to improve the prospects for
   benefits people have already earned."

                        About the Company

Delta Air Lines -- http://delta.com/-- is the world's second-
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to 490
destinations in 85 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam and
other partners.  Delta is a founding member of SkyTeam, a global
airline alliance that provides customers with extensive worldwide
destinations, flights and services.

At March 31, 2005, Delta Air's balance sheet showed a $6.6 billion
stockholders' deficit, compared to a $5.8 billion deficit at
Dec. 31, 2004.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 20, 2005,
Standard & Poor's Ratings Services affirmed its 'CC' corporate
credit rating on Delta Air Lines Inc. (CC/Developing/--) and
removed the rating from CreditWatch.  The rating had been
originally placed on CreditWatch on Nov. 12, 2004; implications
were most recently revised to developing on March 25, 2005.  The
outlook is developing.

At the same time, Standard & Poor's lowered its ratings on
selected Delta debt issues, and removed the ratings from
CreditWatch.

"The downgrade of selected Delta debt issues aligns their ratings
with the 'CC' corporate credit rating, which was affirmed and
removed from CreditWatch," said Standard & Poor's credit analyst
Philip Baggaley.


DENBURY RESOURCES: Posts $30.1 Mil. of Net Income in First Quarter
------------------------------------------------------------------
Denbury Resources Inc. (NYSE:DNR) disclosed its first quarter 2005
financial and operating results.

The Company's production in the first quarter of 2005 increased 3%
over fourth quarter of 2004 production, averaging 29,724 barrels
of oil equivalent per day -- BOE/d.

The Company also posted near-record earnings for the quarter of
$30.1 million, or $0.54 per common share, as compared to earnings
of $22.3 million or $0.41 per common share for the first quarter
of 2004. Included in first quarter 2005 net income are
approximately $6.7 million of pre-tax non-cash charges
($4.6 million after tax) related to the Company's decision to
discontinue hedge accounting as of January 1, 2005.  These charges
include the resultant mark-to-market adjustments of its oil and
natural gas derivative contracts and amortization of deferred
hedge mark-to-market value losses that existed as of December 31,
2004 which are being amortized as the contracts expire in 2005.
Excluding these non-cash charges, net income for the first quarter
of 2005 would have been approximately $34.7 million, or $0.63 per
share.

Adjusted cash flow from operations (cash flow from operations
before changes in assets and liabilities, a non-GAAP measure) for
the first quarter of 2005 was $69.4 million, an 18% increase
over first quarter 2004 adjusted cash flow from operations of
$58.9 million.  Net cash flow provided by operations, the GAAP
measure, totaled $77.9 million during the first quarter of 2005,
as compared to $53.0 million during the first quarter of 2004.
The difference between the adjusted cash flow and cash flow from
operations is due to the changes in receivables, accounts payables
and accrued liabilities during the quarter.

                              Production

Production for the quarter was 29,724 BOE/d, a 3% increase over
the fourth quarter of 2004 average of 28,977 BOE/d and a 6%
increase over the first quarter of 2004 levels, after adjustment
for the offshore properties sold in July 2004.  Oil production
from the Company's tertiary operations increased 19% over prior
quarter levels, and 37% when compared to first quarter 2004
tertiary oil production, averaging 8,644 Bbls/d in 2005's first
quarter as a result of production increases at Little Creek,
Mallalieu and McComb Fields.  Natural gas production from the
Barnett Shale increased to 1,313 BOE/d in the first quarter of
2005, up from 229 BOE/d for the first quarter of 2004. Higher
production from tertiary operations and from the Barnett Shale
were partially offset by declines in production from the Company's
onshore Louisiana properties which decreased from 8,825 BOE/d in
the first quarter of 2004 to 6,710 BOE/d in the first quarter of
2005, with the majority of the decrease from Thornwell and Lirette
Fields.

               First Quarter 2005 Financial Results

Oil and natural gas revenues, excluding hedges, were approximately
the same in the respective first quarters, as higher commodity
prices more than offset lower production levels resulting from the
July 2004 sale of offshore properties.  Cash payments on hedges
were $1.1 million in the first quarter of 2005, a significant
decrease from the $14.3 million paid in the first quarter of 2004,
as most of the Company's out-of-the-money hedges expired as of
December 31, 2004.  In addition to the cash payments, the Company
expensed $6.7 million of mark-to-market and other charges in the
first quarter of 2005 relating to the Company's decision to
discontinue hedge accounting as of January 1, 2005.  As a result
of this accounting change, all future changes in the fair values
of the Company's oil and natural gas derivative instruments will
result in income or expense in the Company's statement of
operations.

Oil price differentials (Denbury's net oil price received as
compared to NYMEX prices) deteriorated during 2004, particularly
in the last quarter, as the price of heavy, sour crude produced
primarily in the Company's East Mississippi properties dropped
significantly relative to NYMEX prices.  These differentials did
not change significantly during the first quarter of 2005,
although they appear to be improving early in the second quarter.
The Company's average NYMEX differential increased from $4.24 per
Bbl during the first quarter of 2004 to $6.54 per Bbl during the
first quarter of 2005, a $2.30 per Bbl decrease in the price the
Company received relative to NYMEX prices, and approximately the
same as the fourth quarter 2004 differential of $6.48 per Bbl.

While lease operating expenses were approximately the same in the
respective first quarters, on a per BOE basis operating expenses
increased 27%, from $6.76 per BOE in the first quarter of 2004 to
$8.58 per BOE in the first quarter of 2005.  These per BOE
expenses compare to an average of $7.60 per BOE in the fourth
quarter of 2004.  The single biggest reason for the increase
relates to the increasing emphasis on tertiary operations, for
which operating expenses averaged $9.90 per BOE during 2004 and
$10.07 per BOE during the first quarter of 2005, higher than the
operating costs for the Company's other operations.  The balance
of the cost increases is generally attributable to higher energy
costs to operate Company properties and general cost inflation in
the industry.

Production taxes and marketing expenses generally change in
proportion to commodity prices and therefore were higher in the
first quarter of 2005 than in the comparable quarter of 2004.  The
July 2004 sale of the Company's offshore properties also
contributed to an increase in production taxes and marketing
expenses on a per BOE basis during 2005, as most of its offshore
properties were tax exempt.

General and administrative expenses increased 37% between the two
first quarter periods, averaging $2.43 per BOE in the first
quarter of 2005, up from $1.42 per BOE in the prior year's first
quarter.  Most of the increase is attributable to approximately
$950,000 of incremental consultant fees, primarily related to
compliance costs associated with, or audit work related to, the
Sarbanes-Oxley Act and approximately $1.0 million of non-cash
compensation resulting from the issuance of restricted stock
during 2004.

Interest expenses decreased on a gross and per BOE basis as a
result of lower overall debt levels following the sale of the
Company's offshore properties in July 2004, the proceeds of which
were used to retire the Company's bank debt, and as a result of
approximately $262,000 of interest expense that was capitalized
during the first quarter of 2005 related to the CO2 pipeline being
constructed to East Mississippi.

Depreciation, depletion and amortization expense increased only
slightly to $8.05 per BOE from the Company's fourth quarter DD&A
rate of $7.98. DD&A for the first quarter of 2004 was $8.19 per
BOE.

The Company recognized current income tax expense of $5.3 million
in the first quarter of 2005 related to anticipated alternative
minimum taxes due that will not be offset by the Company's
enhanced oil recovery credits.

                             2005 Outlook

Denbury's 2005 development and exploration budget is currently
set at $305 million, including estimated costs of the CO2
pipeline being constructed to East Mississippi, as compared to
$209.4 million spent during 2004 (excluding acquisitions).  Based
on current commodity prices and project inventory, it is likely
that this capital budget will increase in the near future by as
much as $30 million to $50 million.

Any acquisitions made by the Company will increase these capital
budget amounts.  Denbury's total debt as of March 31, 2005 was
approximately $225 million, with $200 million undrawn on its
recently reaffirmed bank borrowing base.

The Company reaffirms its production guidance for 2005 of 31,000
BOE/d, which represents organic growth of over 10% from its
average 2004 production levels, after adjusting for the July 2004
offshore sale.  The forecasted production from the Company's core
operations, its tertiary oil projects, remains unchanged at 10,000
BOE/d for 2005.

Gareth Roberts, Chief Executive Officer, said: "We are pleased
with our operational results this quarter and our outlook for the
future.  Production from our tertiary operations was right on
forecast, averaging 8,644 Bbls/d, a 19% increase over the fourth
quarter tertiary production rates.  Our tertiary operations are
responding as planned and we continue to expand our tertiary
recovery operations in Southwest Mississippi, having started
injections at Brookhaven Field and Smithdale Field in the first
part of 2005.  We have completed one additional CO2 source well
thus far this year, which should bring our CO2 production capacity
to around 400 MMcf/d, with two or three more CO2 source wells
scheduled to be drilled later this year.  Our CO2 pipeline to East
Mississippi is on track with its forecasted completion date in
mid-2006, with a possibility of completing it prior to that date.

"We recently acquired additional Barnett Shale acreage at a
reasonable cost of approximately $500 per acre, bringing our total
net acreage in that area to approximately 43,500 acres. We have
shot seismic over our 18,000 net acres in Parker County, Texas and
based on a review of that seismic, it appears that only a minimal
amount of the area is affected by collapse structures in the
underlying Ellenburger formation -- karsting.  While we are
suffering from cost inflation in our industry, at current
commodity prices, we expect to generate record cash flow and
earnings this year. Our future continues to look bright."

Denbury Resources, Inc. -- http://www.denbury.com/-- is a growing
independent oil and gas company.  The Company is the largest oil
and natural gas operator in Mississippi, owns the largest reserves
of CO2 used for tertiary oil recovery east of the Mississippi
River, and holds key operating acreage in the onshore Louisiana
and Texas Barnett Shale areas.  The Company increases the value of
acquired properties in its core areas through a combination of
exploitation drilling and proven engineering extraction practices.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 15, 2004,
Standard & Poor's Ratings Services affirms its 'BB-' corporate
credit rating on Denbury Resources, Inc., and revised its outlook
on the company to positive from stable.


DIGITAL LIGHTWAVE: To Appeal Nasdaq Delisting Notice
----------------------------------------------------
Digital Lightwave, Inc. (Nasdaq:DIGL) received Nasdaq Staff
Determination that the Company fails to comply with the
stockholders' equity, market value of listed securities, and the
net income from continuing operation requirements set forth in
Marketplace Rule 4310(c)(2)(B), and that its securities are,
therefore, subject to delisting from the Nasdaq SmallCap Market at
the opening of business on May 10, 2005.

The Company has requested a hearing before the Nasdaq Listing
Qualifications Panel to review the Staff Determination.  The
request for hearing, filed with The Nasdaq Stock Market on May 6,
will stay the delisting of the Company's securities pending a
determination by the Nasdaq Listing Qualifications Panel.
Pursuant to Nasdaq Marketplace Rule 4820, a hearing shall be
scheduled, to the extent practicable, within 45 days of the date
of the request for hearing.  There can be no assurance the Panel
will grant the Company's request for continued listing.

On March 29, 2005, the Company previously reported that it had
received a notice from the staff of The Nasdaq Stock Market
concerning the possible delisting of the Company's securities from
the Nasdaq SmallCap Market due to the Company having failed to
comply with the continued listing requirements set forth in
Marketplace Rule 4310(c)(2)(B), which requires the Company to have
a minimum of $2.5 million in stockholders' equity or $35.0 million
market value of listed securities or $500,000 of net income from
continuing operations for the most recently completed fiscal year
or two of the three most recently completed fiscal years.

On April 29, 2005, the Company also previously reported that it is
examining other trading alternatives for its common stock,
including the OTC Bulletin Board, under the symbol DIGL to be
effective immediately following any delisting from the Nasdaq
SmallCap Market.  The Company cannot, however, provide assurance
that its common stock will be quoted on the OTC Bulletin Board or
on any other market or quotation service, following any delisting
from the Nasdaq SmallCap Market.

                        About the Company

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers. The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

At Dec. 31, 2004, Digital Lightwave's balance sheet showed a
$29,146,000 stockholders' deficit, compared to a $21,140,000
deficit at Dec. 31, 2003.


DYNEGY HOLDINGS: Sale Talks Cue Fitch to Junk Sr. Unsecured Debts
-----------------------------------------------------------------
Fitch Ratings places the ratings for Dynegy Inc. -- DYN -- and
Dynegy Holdings Inc. -- DYNH -- on Rating Watch Positive following
the announcement that the company is exploring a sale or strategic
monetization of its natural gas mid-stream operations.  In
addition, the company today released operating results for the
first quarter of 2005 which generally reflect modestly improving
market conditions in midstream and power generation.  The senior
unsecured debt at both DYN and DYNH is 'CCC+' and the Rating
Outlook prior to today's action was Positive.

The Positive Rating Watch reflects the likelihood that a
monetization of DYN's midstream assets would be favorable for its
creditors and could, if completed, result in a rating upgrade
later in 2005.  Given strong commodity market conditions and high
valuations for comparable transactions, DYN's midstream assets
have a significant current value.  In addition, DYN would be able
to utilize approximately $1.8 billion in tax benefits which would
minimize cash tax payments and maximize proceeds available for
debt reduction.

The company has stated that all proceeds from a transaction would
be applied toward debt reduction and has estimated a pro forma net
debt-to-capitalization approaching 50%. Based on its preliminary
financial analysis of a range of potential transactions, Fitch
expects a modest improvement in cash flow derived credit ratios
from a sale.  In addition, prospective recovery values for all
classes of debt should increase although this will depend on the
amount of cash received and also on the allocation of funds
between the different classes.

   DYN

      -- Indicative senior unsecured debt 'CCC+';
      -- Convertible debentures 'CCC+'.

   DYNH

      -- Secured revolving credit facility and term loan 'B+';
      -- Second priority secured notes 'B';
      -- Senior unsecured debt 'CCC+'.

   Dynegy Capital Trust I

      -- Trust preferred stock 'CC'.


DYNEGY INC: Planned Segment Sale Prompts Moody's to Review Ratings
------------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Dynegy Inc.
and its rated subsidiaries (Dynegy Holdings Inc., B3 Senior
Implied) under review for possible upgrade.

This action reflects the company's announcement that it is
planning to sell its natural gas liquids business segment, which
should provide the opportunity for material debt repayment.  The
review also reflects the continuing improvement Dynegy has made in
its post-Enron restructuring, including selling Illinois Power,
sales of non-core assets, mitigation of its tolling obligations,
including the Sithe acquisition, and the recent settlement of
shareholder lawsuits related to "Project Alpha."

Dynegy recently announced that it had settled class action
lawsuits related to a 2001 structured transaction known as
"Project Alpha" that resolves the last material litigation facing
the company.  The settlement requires Dynegy to make a $250
million cash payment, which will reduce its liquidity; however, we
would expect Dynegy to maintain total liquidity, including cash on
hand and availability under its revolving credit facility, of at
least $700 million even after the settlement payment.  More
importantly, this settlement removes a significant source of
uncertainty regarding the company's future direction.  As a result
of the settlement, Dynegy will be able to sell its midstream
natural gas liquids business and evaluate other possible strategic
transactions.

Dynegy's natural gas liquids segment is currently generating about
$300 million per year of cash flow, and at current asset sale
multiples in the 8 to 10x range, Dynegy could realize $2.5 to $3
billion in total proceeds.  In addition, Dynegy has a large income
tax net operating loss position that could shelter virtually all
of the gain from the sale of this business.  Consequently, Dynegy
will be able to sell its midstream business in a tax efficient
manner and monetize the value of its NOL.  Dynegy currently
has adjusted debt of about $5.5 billion, which ignores the
non-recourse Sithe debt but includes lease obligations and its
convertible preferred securities.  Moody's expects that Dynegy
should be able to prepay at least $2.5 billion of this debt from
its sales proceeds, or about 45% of its outstanding debt.
Following the midstream sale, Dynegy will be a pure-play electric
power generator with greater focus and a lower cost structure.
Moody's expects continued consolidation in the merchant power
sector and Dynegy will be positioned to participate in this
consolidation.

The ratings review will include an analysis of Dynegy's expected
operating and free cash flow from its power generation business
following the midstream disposition, the value of its generation
assets relative to its outstanding debt, its capital structure
post debt repayment and the company's ongoing working capital
requirements of its customer risk management segment.

Ratings placed under review include those of Dynegy Inc. and its
rated subsidiaries, except Sithe/Independence.

Dynegy Inc., headquartered in Houston, Texas, is the parent of
Dynegy Holdings Inc.  Dynegy's primary businesses are power
generation and natural gas liquids.


DYNEX POWER: Filing Annual Financial Statements in Mid-May
----------------------------------------------------------
Dynex Power Inc. missed the deadline for filing its financial
statements, related management's discussion and analysis, and
annual information form for the year ended December 31, 2004.
Under the securities laws of the provinces in which Dynex is a
reporting issuer, these materials were required to be filed by
April 30, 2005.  Based on its current expectations, Dynex
anticipates that the Annual Filings will be filed on or prior to
May 20, 2005.

Having come through a difficult restructuring period, followed by
a lengthy delay in the arrangement of working capital finance, the
Company has been unable to complete its audit prior to the
April 30, 2005, deadline and is therefore late in releasing its
annual financial statements.  Management expects the results to be
in line with current expectations for 2004 results.

                  Management Cease Trade Order

The Company has received, from the Ontario Securities Commission,
on May 6, 2005, a temporary management cease trade order, and the
Company has requested a final management cease trade order,
related to the Company's securities, which has been imposed
against all persons who are directors and senior officers of the
Company.  The temporary cease trade order prohibits such persons
from trading in Dynex's securities for a period of 15 days from
the date of that order.  The temporary management cease trade
order does not, and the management cease trade order will not,
affect the ability of persons who have not been directors or
officers of the Company to trade in the Company's securities.
Under the terms of the temporary management cease trade order, the
Company must file its Annual Filings on or before May 21, 2005.
The Company currently intends to make all such filings prior to
May 20, 2005.

Pending the filing of the Annual Filings, the Company will satisfy
the alternative information guidelines recommended by the Ontario
Securities Commission Policy 57-603 and the Canadian Securities
Administrators Staff Notice 57-301 and issue a Default Status
Report on a bi-weekly basis during the default period.  These
reports will disclose any material change in the information
contained in this news release and the related material change
report.  The reports will also disclose, among other things, any
failure by Dynex to fulfill its stated intentions during the
default period and any other material information concerning the
Company's affairs that has not been generally disclosed.

                        About the Company

Dynex Power Inc. -- http://www.dynexsemi.com/-- is one of the
world's leading suppliers of specialist high power semiconductor
products, and is based in Lincoln, England in a facility housing
the fully integrated silicon fabrication, assembly and test,
sales, design and development operations.  Dynex designs and
manufactures high power bipolar discrete semiconductors, power
modules, including insulated-gate bipolar transistors (IGBTs), and
high power electronic assemblies. Dynex products are used world
wide in power electronic applications including electric power
generation, transmission and distribution, marine and rail
traction drives, aircraft, electric vehicles, industrial
automation and controls.


EAGLEPICHER INC: Moody's Withdraws Rating After Bankruptcy Filing
-----------------------------------------------------------------
Moody's Investors Service withdrew all ratings for both
EaglePicher Incorporated and parent EaglePicher Holdings, Inc. in
connection with their April 11, 2005, voluntarily filing to
reorganize under Chapter 11 of the Bankruptcy Code.  Per
management EaglePicher's liquidity and borrowing ability were
severely limited, which restricted the company's ability to
proceed with an out-of-court restructuring.

EaglePicher has received a commitment for up to $50 million in
debtor-in-possession financing.  This will facilitate
EaglePicher's previously planned divestiture of a number of
operating units and enable the company to more effectively
restructure its business.

These specific ratings were withdrawn:

   * Caa3 rating for EaglePicher Incorporated 's $250 million of
     9.75% guaranteed senior unsecured notes due September 2013;

   * Caa1 ratings for EaglePicher Incorporated 's $275 million of
     guaranteed senior secured bank credit facilities, consisting
     of:

     -- $125 million revolving credit facility due August 2008;

     -- $150 million ($142.8 million remaining) term loan B due
        August 2009;

   * C rating for EaglePicher Holdings, Inc.'s $166.9 million
     current balance (including dividend accretion) of 11 3/4%
     cumulative redeemable exchangeable preferred stock
     mandatorily redeemable in March 2008;

   * Caa1 senior implied rating for EaglePicher Holdings, Inc. ;

   * Ca senior unsecured issuer rating for EaglePicher Holdings,
     Inc.

EaglePicher, headquartered in Phoenix, Arizona, is a diversified
manufacturer of products for automotive, defense and aerospace
applications, in addition to other industrial niches.  Annual
revenues currently approximate $710 million


ENCORE MEDICAL: Can Fund Cash Needs for One Year, Moody's Says
--------------------------------------------------------------
Moody's Investors Service assigned the speculative grade liquidity
rating of SGL-3 for Encore Medical IHC, Inc.  The SGL-3 rating
reflects the company's "adequate" liquidity position and
incorporates Moody's expectation that, over the next twelve
months, Encore will fund its ordinary working capital, capital
expenditures and other cash requirements without accessing
external sources.  The rating also considers the external
committed source of liquidity available for the company, in the
form of a $30 million revolving credit facility, to be "adequate."
Moody's expects Encore to maintain a modest cushion with respect
to its financial covenants.

As reported in the Troubled Company Reporter on Sep. 20, 2004,
Moody's Investors Service assigned B1 ratings for the guaranteed
senior secured bank facilities being arranged for Encore Medical
IHC, Inc., including its planned $30 million revolver and
$150 million term loan B.  Moody's also assigned a Caa1 rating for
Encore's new $165 million senior subordinated notes and a B2
senior implied rating.  Moody's also assigned a Caa2 senior
unsecured issuer rating to Encore Medical Corporation.

Moody's projects that over the twelve months ending Dec. 31, 2005,
Encore will generate cash flow from operations of approximately
$20 million.  With an estimated $10-$11 million in capital
expenditures, Moody's expects the company to generate free cash
flow of $8 to $10 million.  In addition, Encore faces term debt
amortization payments of $7.5 million in 2005.  Integration costs
associated with the Empi acquisition are expected to total $3.5 to
$4.0 million, including $0.8 million in severance costs in the
first quarter of 2005.

Operating cash flow is supported by the strong demographic
fundamentals of the medical device industry.  Growing sales of its
electrotherapy products combined with the benefit provided by
Empi's products contributed to an increase in gross margin within
the rehabilitation division.  Gross margin also improved in the
surgical division as higher margin products drove the increase in
sales and improved product mix.  On a consolidated basis, Moody's
expects volume growth in the mid single digits.

Encore financed its purchase of Osteoimplant Technology, Inc., in
February by borrowing $14.7 million on its revolver.  Encore will
have access to the remaining $15.3 million revolving credit
facility to support ongoing working capital and general corporate
purpose needs.  However, Moody's projects the availability on the
remaining revolver to be restricted to approximately $9.5 million
at the end of 2005 as the maximum allowable leverage ratio drops
to 5.50x from 6.00x.

In addition to its revolver, the company had cash balances of
approximately $14.3 million at April 2, 2005.  Moody's expects
Encore to be able to meet its working capital and capital spending
plans from it cash flow and does not anticipate the company
relying on its revolver for these purposes, but expects the
company to consider its use for potential future acquisitions.

Moody's projects Encore will maintain only a modest cushion
against the financial covenants in the company's bank credit
facility and, therefore, the covenants could potentially strain
the company's liquidity position.  Moody's notes the company's
maximum allowed leverage ratio drops to 5.50x in the quarter
ending December 31, 2005.  Moody's projects the company's leverage
ratio to be approximately 5.34x at the end of 2005.

Encore is a diversified orthopedic device company that develops,
manufactures and distributes a comprehensive range of high quality
orthopedic devices, including surgical implants, sports medicine
equipment and products for orthopedic rehabilitation, pain
management and physical therapy.


FARMLAND IND: Wants to Sell Equity Interest in Cooperative Finance
------------------------------------------------------------------
J.P. Morgan Trust Company, N.A., the Liquidating Trustee for the
FI Liquidating Trust created under Farmland Industries, Inc., now
known as Reorganized FLI, Inc.'s chapter 11 plan, asks the U.S.
Bankruptcy Court for the Western District of Missouri for approval
to sell a portion of the Debtors' equity interest in The
Cooperative Finance Association, Inc., for $163,450 to Shipman
Elevator Company.

The Liquidating Trustee and Shipman Elevator Company entered into
an Asset Purchase and Sale Agreement dated as of April 20, 2005.
Shipman will buy a portion of the CFA Interest, specifically the
Class B common stock that has been earned for the years 1984
through 2003, for $163,450.

The interest consists of non-voting class B common stock with a
face value of approximately $8.6 million, representing
approximately 22% of the outstanding equity in CFA.

Farmland Industries, Inc., was one of the largest agricultural
cooperatives in North America with about 600,000 members.  The
firm operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. W.D. Mo.
Case No. 02-50557) on May 31, 2002 before the Honorable Jerry W.
Venters.  The Debtors' Counsel is Laurence M. Frazen, Esq. of
Bryan Cave LLP.  When the Debtors filed for chapter 11 protection,
they listed total assets of $2.7 billion and total debts of
$1.9 billion.  Pursuant to the Second Amended Joint Plan of
Reorganization filed by Farmland Industries, Inc. and its debtor-
affiliates, the court declared May 1, 2004 as the Effective Date
of the Plan.


FEDERAL-MOGUL: Court Orders Mediation for Verizon's Complaint
-------------------------------------------------------------
At the request of Cellco Partnership doing business as Verizon
Wireless, and Bank of America Corporation and Bank of America,
N.A., Judge Lyons orders the parties to participate in mediation
before the Honorable Vincent A. Bifferato, Esq.

Federal-Mogul will not participate in the Mediation at this time.
Federal-Mogul contends that the primary dispute lies between
Verizon Wireless and BofA.

As previously reported, Verizon Wireless asked the Court to
compel Federal-Mogul Global, Inc., to turn over $1,120,320 in
funds, including interest as a result of a mistake in banking
transactions by Mellon Bank and Bank of America.  The funds were
erroneously deposited into Federal-Mogul's account at Bank of
America instead of in the account of Kyocera Wireless
Corporation, the named payee on the check.

Federal-Mogul asserted six defenses in response to Verizon
Wireless' complaint:

    1. Verizon's claims against Federal-Mogul fail to state a
       claim for which relief can be granted.

    2. Verizon may not recover on the claims asserted against
       Federal-Mogul because the claims are barred, in whole or in
       part, by the doctrine of laches.

    3. Verizon may not recover on the claims asserted against
       Federal-Mogul because the claims are barred in whole or
       in part, by the doctrines of waiver and estoppel.

    4. If Verizon suffered any of the damages alleged in the
       Complaint, the damages were caused, in whole or in part, by
       the conduct of persons or entities other than Federal-
       Mogul; and, in the event that Federal-Mogul is found liable
       for any damages asserted, it is entitled to have any
       liability diminished in proportion to the damages
       attributable to the culpable conduct of the person or
       entities other than Federal-Mogul.

    5. Verizon's claim against Federal-Mogul are barred or
       diminished by Verizon's failure to mitigate the damages
       that Verizon alleges to have sustained.

    6. Verizon's claims against Federal-Mogul are barred, in whole
       or in part, by the doctrine of unclean hands.

For these reasons, Federal-Mogul asked the Bankruptcy Court to:

    a. deny the relief sought by Verizon Wireless in its
       Complaint;

    b. dismiss the Complaint with prejudice; and

    c. award Federal-Mogul its costs and expenses, including
       attorney's fees incurred in the case.

Mellon Bank, N.A., told the Bankruptcy Court that it is not
liable to Verizon Wireless.  To the extent that it has any
liability, Mellon Bank asserted that the liability is only
passive and secondary, resulting from the active and primary
actions or inactions of Federal-Mogul and Bank of America.

To the extent any liability is imposed on it in connection with
the Complaint, Mellon Bank asserted that it is entitled under the
Uniform Commercial Code and other applicable law to be fully
indemnified, held harmless and reimbursed for the amount of
liability by Federal-Mogul and Bank of America.

But Michael Seidi, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, argued that Federal-
Mogul is not liable to Mellon Bank because the bank's claims are
barred, in whole or in part, by the doctrines of laches, waiver,
estoppel, and unclean hands.  Mellon's claims are also barred by
the applicable statute of limitations, and by its failure to
timely file a proof of claim in the Debtors' bankruptcy cases,
Mr. Seidi contended.

The parties filed motions for dismissal and summary judgment
against each other.  In his ruling on the summary judgment
motions, Judge Lyons found that Mellon Bank was entitled to
charge Verizon Wireless' account because the check was properly
payable.  The Court noted that Section 4-401 does not
explicitly fix liability of a bank to its customer "but one must
infer that, unless the statute authorizes a bank to charge its
customer's account, it may not; and, if a bank charges a
customer's account for an item that is not authorized, the bank
must reverse the entry."

Following the Court's Summary Judgment Order, Verizon and BofA
agreed to engage in settlement discussions.  Judge Lyons directs
the Mediator to assist the Mediating Parties to develop
proposals, which will enable them to arrive at a mutually
acceptable resolution of the controversy between them.

The Mediating Parties will share equally in the mediation cost,
including the Mediator's hourly fees.  In the event that the
Mediator advises the Court that the matter cannot be settled, the
Mediating Parties and Federal-Mogul will submit a joint plan of
discovery, or otherwise propose individual discovery plans, for
the Court's consideration.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's
largest automotive parts companies with worldwide revenue of
some $6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
US$10.15 billion in assets and $8.86 billion in liabilities.  At
Dec. 31, 2004, Federal-Mogul's balance sheet showed a $1.925
billion stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's
balance sheet showed a $2.048 billion stockholders' deficit,
compared to a $1.926 billion deficit at Dec. 31, 2004.  (Federal-
Mogul Bankruptcy News, Issue No. 77; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FLINTKOTE CO: Committee Taps Frank/Gecker as Special Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Asbestos Personal Injury Claimants appointed
in Flintkote Company and its debtor-affiliate's chapter 11 cases
permission to employ Frank/Gecker LLP as its special litigation
and insurance counsel.

The Committee chose Frank/Gecker as its special counsel because of
the Firm's substantial experience in asbestos litigation in
bankruptcy cases and in complex insurance litigation.

Frank/Gecker will:

   a) represent the Committee in pending and anticipated asbestos
      related future litigation;

   b) assist and advise the Committee in its consultations with
      the Debtor and other parties relative to litigation and
      insurance related matters;

   c) perform analyses of the Debtors' insurance policies and the
      claims asserted against the estates in order to advise the
      Committee for the purposes of the overall administration of
      the estate; and

   d) take all other specialized legal services as agreed upon
      from time to time by the Committee and Frank/Gecker.

The hourly rates of Frank/Gecker's professionals performing
services to the Committee are:

      Professional         Hourly Rate
      ------------         -----------
      Frances Gecker          $475
      Joseph D. Frank         $425
      Jeffrey M. Glass        $320

Frank/Gecker assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtors or their
estates.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company and its affiliate
filed for chapter 11 protection on April 30, 2004 (Bankr. Del.
Case No. 04-11300).  James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than $100
million.


FLINTKOTE CO: Has Until Aug. 30 to Make Lease-Related Decisions
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
until Aug. 30, 2005, the period within which Flintkote Company and
its debtor-affiliate, Flintkote Mines Ltd. can elect to assume,
assume and assign, or reject their unexpired nonresidential real
property leases.

The Debtors explain that they are a party to an unexpired
nonresidential lease located at Three Embarcadero Center, Suite
1190, San Francisco, California 94111.  That lease is where the
Debtors' corporate headquarters is located and is an integral part
of their business operations.  The present term of the lease will
expire on Aug. 31, 2007.

The Debtors gave the Court three reasons why the extension is
warranted:

   a) the Debtors are not prepared to assume or reject the
      unexpired lease at this stage of their bankruptcy cases and
      obligate their estates for the 2 years remaining on the
      lease term;

   b) the Debtors' continued need for the unexpired lease is
      directly tied to their continued operations after the
      confirmation of a proposed plan, which was agreed upon by
      the Debtors, the Creditors Committee and the Futures
      Representative to be filed by June 30, 2005; and

   c) the Debtors' are current on all post-petition obligations
      under the lease and the extension will not harm the landlord
      of that lease.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company and its affiliate
filed for chapter 11 protection on April 30, 2004 (Bankr. Del.
Case No. 04-11300).  James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than $100
million.


FOOTMAXX HOLDINGS: Balance Sheet Upside Down by $16.24M at Dec. 31
------------------------------------------------------------------
Footmaxx Holdings, Inc., (TSX VENTURE:FMX) reported that during
2004 the company continued to face the challenges of a
strengthening Canadian dollar and changes in the reimbursement
policies of corporate health plans in Canada and the United
States.  The decline in the value of the US dollar, the currency
in which Footmaxx transacts the majority of its business, reduced
revenues by $623,500 or 4.4% of 2003 revenues.

Changes to the reimbursement policies also reduced orthotic demand
and volumes.  As a result, revenues in 2004 were $13,045,751, a
decrease of $992,676 or 7.1% from $14,038,427 in 2003.  In order
to deal with these challenges the company initiated cost reduction
programs in late 2003 and early in 2004 that more than offset the
negative impact of decreased revenues.  This resulted in the
company increasing EBITDA over prior year by $442,254 to
$1,661,048.  The net loss in 2004 was reduced to $462,354, an
improvement of $544,573.

                    2004 Fourth Quarter Results

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

                       Overall Performance

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

                           Revenues

Revenues for 2003 decreased during the year by $992,676 or 7.1%,
to $13,045,751 from $14,038,427. The strengthening Canadian dollar
versus the US dollar, accounted for $623,500 of this decrease as
approximately 60% of the Company's revenues are in US dollars.
Orthotic volume decreased by 3.5%, further decreasing revenues for
the year by approximately $400,000.  Approximately 75% of the
decline was in Canada where changes in corporate and government
health plan coverage for orthotics was the primary reason for the
decrease.

Revenues generated from system placements decreased during 2004
due to a shift in marketing direction from system sales to system
rentals, which resulted in the placement of systems remaining
strong in 2004.  During 2004 the company expanded our product base
to include more non-prescription orhotics as well as a full line
of shoes that are sold with orthotics.  Revenues generated from
these products more than offset the decrease in revenues caused by
the change in marketing of systems.

The revenues in Canada for 2004 were 2.3% below revenues in Canada
for 2003 mainly due to orthotic volume decrease and shift to
rentals from system sales.  There was a 8.9% decrease in revenues
from the International business of which 80% was due to the
unfavorable foreign exchange situation.

                           Gross Profit

Gross Profit for 2004 decreased $544,512 or 6.9% from $7,863,704
in 2003, to $7,319,192 in 2004.  The unfavourable net impact of
the strengthening Canadian dollar on gross profit was
approximately $453,000.  Foreign exchange reduced costs at our US
manufacturing plant and for certain raw materials and computer
hardware purchased from the US.  The decrease in gross profit due
to the decrease in volume of custom orthotics was approximately
$200,000.  However this was partially offset by gross profits
earned from the sale of new products such as footwear and expanded
non-prescription orhotics.

Canadian gross profits remained fairly level with 2003 due to cost
reduction programs.  Gross profit in the International business
was mainly impacted by unfavorable foreign exchange rates.

                          Operating Expenses

Selling & Administrative expenses decreased $770,753 or 14.2%
during 2004.  This is the second straight year of fixed expense
reduction over 14%.  The favourable effect of the stronger
Canadian dollar reduced expenses by approximately $157,000;
$145,000 in US Selling and $12,000 in finance and administrative
for those expenses paid in US dollars.  The balance of the
$550,967 cost reduction in Field Sales was the result of the cost
reduction program implemented late in 2003.  Marketing expense
reduction of $96,277 was also the result of a cost reduction
program implemented early in 2004. Finance and administration
reduction was $45,461, the result of various expense reductions
realized during the year.

Information Technology expenses decreased by $40,324 from $967,643
in 2003 to $927,319 in 2004. This is the result of effective cost
control during 2004.

                              Net Loss

Net Loss for 2004 is $462,354, which is $544,573 less than the
$1,006,927 recorded for 2003.  The $544,573 decrease in net loss
is the result of the $544,512 decrease in gross profit being more
than offset by the $770,753 decrease in Selling and Administrative
expenses as well as a $175,689 decrease in unfavourable balance
sheet foreign exchange variance.

Footmaxx Holdings -- http://www.footmaxx.com/-- produces and
globally markets high quality, state-of-the-art foot orthotics.
Footmaxx's proprietary software uses advanced computer techniques
to produce individually prescribed and technologically superior
foot orthotics which reduce foot, knee, hip and lower back pain
and enhance both the comfort and performance level of the wearer.
For more information on Footmaxx visit:

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


GEORGIA-PACIFIC: Board Declares Dividends as Net Income Doubled
---------------------------------------------------------------
Georgia-Pacific Corporation's (NYSE: GP) board of directors
declared a regular quarterly dividend of 17.5 cents per share on
the company's common stock.  The dividend is payable May 23, 2005
to shareholders of record as of May 13, 2005.

During the meeting, the company's chairman and chief executive
officer, A.D. "Pete" Correll, told shareholders, "It (2004) was an
outstanding year for Georgia-Pacific.  Net income more than
doubled and we had strong results in all businesses." Correll
noted that the board of directors increased the quarterly cash
dividend 40 percent in February, reflecting the company's
confidence in the overall stability of its earnings base.

"In 2005, we will continue to deliver on our promise to improve
our financial strength and flexibility to achieve investment-grade
ratios and increase value for our shareholders by reducing debt,
maximizing cash flow and improving returns on capital.

"At the end of the day, our job is all about earning superior
returns for our shareholders and delivering top-performing
products and services to our customers," Mr. Correll concluded.

Headquartered at Atlanta, Georgia-Pacific -- http://www.gp.com/--  
is one of the world's leading manufacturers and marketers of
tissue, packaging, paper, building products and related chemicals.
With 2004 annual sales of $20 billion, the company employs
approximately 55,000 people at more than 300 locations in North
America and Europe.  Its familiar consumer tissue brands include
Quilted Northern(R), Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n
Gentle(R), Mardi Gras(R), So-Dri(R), Green Forest(R) and Vanity
Fair(R), as well as the Dixie(R) brand of disposable cups, plates
and cutlery.  Georgia-Pacific's building products manufacturing
business has long been among the nation's leading suppliers of
building products to lumber and building materials dealers and
large do-it-yourself warehouse retailers.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,
Moody's Investors Service changed the outlook on Georgia-Pacific
Corporation's ratings to positive from stable, with similar
outlook changes initiated for the other entities through which
Georgia-Pacific and its subsidiaries and predecessor companies
have issued debt.  At the same time, Moody's affirmed Georgia-
Pacific's senior implied rating at Ba2, and the senior unsecured
and issuer ratings at Ba3.  Moody's continued its practice of
rating debt that is either issued or guaranteed by Fort James
Corporation at a level equivalent with the Ba2 senior implied
rating, with all other debt rated one notch below at Ba3. Georgia-
Pacific's Speculative Grade Liquidity -- SGL -- rating was also
affirmed at SGL-2, which indicates good liquidity.

   * Georgia-Pacific Corporation:

     -- Outlook changed to positive from stable

Ratings affirmed:

     -- Senior Implied: Ba2
     -- Senior unsecured: Ba3
     -- Issuer rating: Ba3
     -- Speculative Grade Liquidity Rating: SGL-2

   * Fort James Corporation:

     -- Outlook changed: to positive from stable

Rating affirmed:

     -- Senior Unsecured: Ba2

   * G-P Canada Finance Company:

     -- Outlook changed: to positive from stable

Rating affirmed:

     -- Backed Senior Unsecured: Ba3

   * Fort James Operating Company:

     -- Outlook changed: to positive from stable

   Rating affirmed:

     -- Backed Senior Unsecured: Ba2

As reported in the Troubled Company Reporter on May 6, 2004,
Standard & Poor's Ratings Services revised its outlook on Atlanta,
Ga.-based Georgia-Pacific Corp. (GP) and its subsidiaries to
stable from negative, and affirmed its 'BB+' corporate credit and
senior unsecured debt ratings.


GEORGIA-PACIFIC: T.D. Bell & J.A. Boscia Elected as Directors
-------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) shareholders, at their annual
meeting on May 3, 2005, elected two new directors and three
current directors to new terms, and approved two of three company
proposals.

Two new directors were elected to serve until the 2008 annual
meeting:

            Thomas D. Bell
            Vice Chairman
            President
            Chief Executive Officer
            Cousins Properties Inc.

               -- and --

            Jon A. Boscia
            Chairman
            Chief Executive Officer
            Lincoln National Corp.

Mr. Bell also serves as a director of Lincoln Financial Group, AGL
Resources Inc. and Regal Entertainment Group.  Mr. Boscia is also
a director of Hershey Foods Corp.

Directors elected to serve until the 2008 annual meeting were:

            James S. Balloun
            Retired Chairman
            President
            Chief Executive Officer
            Acuity Brands Inc.

            A. D. "Pete" Correll
            Chairman
            Chief Executive Officer
            Georgia-Pacific

               -- and --

            John D. Zeglis
            Retired Chief Executive Officer
            Chairman
            AT&T Wireless Services

Director James B. Williams (72), retired chairman of SunTrust
Banks Inc., retired from the board of directors as required by the
company's corporate governance guidelines.  Mr. Williams joined
the Georgia-Pacific board in 1989.  He chaired the company's
finance committee and served on several board committees,
including the executive and governance committee.  Williams
chaired the SunTrust Banks board of directors from 1998 to 2004.

Additionally, shareholders approved the 2005 Georgia-Pacific Corp.
Long-Term Incentive Plan.  This amendment authorizes an additional
8 million shares for the company's management-level employee
incentive program.  Shareholders also passed a proposal to ratify
Ernst & Young as the company's independent auditors for 2005.
Shareholders did not adopt an amendment to eliminate the company's
classified board structure.

Headquartered at Atlanta, Georgia-Pacific -- http://www.gp.com/--  
is one of the world's leading manufacturers and marketers of
tissue, packaging, paper, building products and related chemicals.
With 2004 annual sales of $20 billion, the company employs
approximately 55,000 people at more than 300 locations in North
America and Europe.  Its familiar consumer tissue brands include
Quilted Northern(R), Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n
Gentle(R), Mardi Gras(R), So-Dri(R), Green Forest(R) and Vanity
Fair(R), as well as the Dixie(R) brand of disposable cups, plates
and cutlery.  Georgia-Pacific's building products manufacturing
business has long been among the nation's leading suppliers of
building products to lumber and building materials dealers and
large do-it-yourself warehouse retailers.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,
Moody's Investors Service changed the outlook on Georgia-Pacific
Corporation's ratings to positive from stable, with similar
outlook changes initiated for the other entities through which
Georgia-Pacific and its subsidiaries and predecessor companies
have issued debt.  At the same time, Moody's affirmed Georgia-
Pacific's senior implied rating at Ba2, and the senior unsecured
and issuer ratings at Ba3.  Moody's continued its practice of
rating debt that is either issued or guaranteed by Fort James
Corporation at a level equivalent with the Ba2 senior implied
rating, with all other debt rated one notch below at Ba3. Georgia-
Pacific's Speculative Grade Liquidity -- SGL -- rating was also
affirmed at SGL-2, which indicates good liquidity.

   * Georgia-Pacific Corporation:

     -- Outlook changed to positive from stable

Ratings affirmed:

     -- Senior Implied: Ba2
     -- Senior unsecured: Ba3
     -- Issuer rating: Ba3
     -- Speculative Grade Liquidity Rating: SGL-2

   * Fort James Corporation:

     -- Outlook changed: to positive from stable

Rating affirmed:

     -- Senior Unsecured: Ba2

   * G-P Canada Finance Company:

     -- Outlook changed: to positive from stable

Rating affirmed:

     -- Backed Senior Unsecured: Ba3

   * Fort James Operating Company:

     -- Outlook changed: to positive from stable

   Rating affirmed:

     -- Backed Senior Unsecured: Ba2

As reported in the Troubled Company Reporter on May 6, 2004,
Standard & Poor's Ratings Services revised its outlook on Atlanta,
Ga.-based Georgia-Pacific Corp. (GP) and its subsidiaries to
stable from negative, and affirmed its 'BB+' corporate credit and
senior unsecured debt ratings.


HAWAIIAN AIRLINES: Names Rick Fall as Senior Cargo Director
-----------------------------------------------------------
Hawaiian Airlines disclosed the appointment of Rick Fall as senior
director of cargo sales and service.

Mr. Fall is responsible for all aspects of Hawaiian's cargo
program but is particularly focused on developing new revenue
opportunities within the islands, and between Hawaii and
destinations it serves in the Western U.S., the South Pacific, and
Australia.

"Rick's experience and strong industry ties within Asia Pacific
will be especially useful in expanding our growth potential within
that region," said Norm Davies, Hawaiian's executive vice
president of operations.

Mr. Fall brings 34 years of airline experience to Hawaiian,
including the past seven years for Continental Airlines as its
Honolulu-based director of cargo sales for Asia Pacific.

Prior to that, he managed national travel agency sales for
Continental in Houston from 1995-1997, as well as for Delta Air
Lines in Atlanta from 1990-1995. His airline career began in 1970
with Western Airlines in Los Angeles.

Mr. Fall earned his Bachelor of Arts in Sociology from California
State University at Long Beach, along with a Masters in Business
Administration from National University in San Diego.

Hawaiian has earned a special stature within the air cargo
industry, being the first federally certified carrier to provide
regularly scheduled freight service on March 20, 1942.  Its
federal cargo certificate number: 001.

Hawaiian's conversion to Boeing 767-300 aircraft in 2003 for
transpacific service increased its cargo carrying capacity by 34
percent and created new opportunities to transport goods between
Hawaii and the West Coast, especially in conjunction with Asia-
based carriers.

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

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


HAYES LEMMERZ: Asks Lenders for 30 Days to Complete Title Work
--------------------------------------------------------------
Hayes Lemmerz International, Inc., is the borrower under an
amended and restated Credit Agreement, originally dated June 3,
2003, governing its existing Senior Secured Term Loan and Senior
Secured Revolving Loan.  The Amended and Restated Credit Agreement
relaxed some financial covenants and increased the Company's
ability to fund growth opportunities.  Among other things, the
Amended and Restated Credit Agreement:

      * established a new second lien $150 million term loan, from
        which approximately 50% of the net proceeds were used to
        repay a portion of the existing Senior Secured Term Loan,
        with the remainder to be used for general corporate
        purposes;

      * reduced the Company's interest rate on the existing term
        loan by 50 basis points;

      * favorably modified financial covenants; and

      * allowed the Company to retain 50% of the net proceeds from
        the proposed divestiture of its Commercial Highway Hub and
        Drum business for capital expenditures.

*   *   *

On May 4, 2005, Hayes Lemmerz International, Inc., asked the
Lenders to consent to a 30-day extension of the time to complete
certain post-closing covenants.  These post-closing covenants
include the completion of title work with respect to certain real
property included in the collateral.  In a regulatory filing with
the Securities and Exchange Commission, Hayes Lemmerz said that no
assurances could be given that the lenders will consent to the
requested extension.

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).


HCA INC: Moody's Says Liquidity is Excellent & Cash Flow is Strong
------------------------------------------------------------------
Moody's Investors Service upgraded HCA Inc.'s speculative grade
liquidity rating to an SGL-1 from SGL-2.  The rating upgrade
reflects the company's excellent liquidity position with strong
cash flows, an undrawn $1.75 billion, five year revolver, and
improved cushion in its financial covenants following the
repayment of $700 million in debt during the first quarter of
2005.  HCA benefits from having a largely unencumbered asset base,
and Moody's notes that HCA recently announced plans to divest ten
hospitals that are located in non-strategic markets during 2005.

HCA's SGL-1 rating incorporates its relatively strong cash flow
generating capabilities.  Moody's notes that improvements in HCA's
equivalent admission growth rate due to increases in outpatient
volume, combined with the recent moderation of bad debt expense
due to a declining growth rate of uninsured patients contributed
to solid operating performance during the first quarter of 2005.

The company's senior implied rating is Ba2 with a stable outlook.

HCA Inc., headquartered in Nashville, Tennessee is the nation's
largest acute care hospital company operating 190 acute care
hospitals and other healthcare facilities in the U.S. and Europe.


IRIDIUM OPERATING: Wants Exclusive Period Extended Through July 11
------------------------------------------------------------------
Iridium Operating LLC and its debtor-affiliates sought and
obtained an extension from the U.S. Bankruptcy Court for the
District of Delaware of the time within which they alone can file
a chapter 11 plan.  The Debtors' Exclusive Plan Filing Period is
extended through and including July 11, 2005.  The Debtors also
sought and obtained more time to solicit acceptances of that plan
from their creditors, through Sept. 12, 2005.

The Debtors have determined an orderly reorganization will
maximize the value of their assets and their estates, and deliver
the greatest value to their creditors.  The Debtors need
additional time to build a plan of reorganization that takes into
account the substantive changes to the Debtors' businesses.

Iridium Operating LLC develops and deploys a global wireless
personal communication system.  The Company and its debtor-
affiliates filed for chapter 11 protection on August 13, 1999
(Bankr. D. Del. Case No. 99-02854).  William J. Perlstein,
Esq. and Eric R. Markus, Esq. at Wilmer, Cutler & Pickering
represent the Debtors in their restructuring efforts.


JAMES RIVER: S&P Junks Proposed $150 Mil. Senior Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Richmond, Virginia-based coal producer James
River Coal Co.  At the same time, Standard & Poor's assigned its
'B+' bank loan rating and its recovery rating of '1' to JRCC's
proposed $100 million senior secured credit facilities.  The bank
loan and recovery ratings indicate that bank lenders can expect
full recovery of principal in the event of a payment default.

In addition, Standard & Poor's assigned its 'CCC+' senior
unsecured rating to JRCC's proposed, $150 million of senior
unsecured notes due 2012.  The ratings on the senior notes reflect
the note holders' deeply subordinated position after considering
the priority claims of the senior secured creditors.  In a
bankruptcy scenario, Standard & Poor's expects that the level of
priority liabilities relative to the company's distressed
collateral value would place note holders at a material
disadvantage.

All ratings except the recovery rating were placed on CreditWatch
with negative implications.

"The CreditWatch placement reflects our concern that, if the
proposed transaction is not completed, the company's current
liquidity of approximately $7 million may be insufficient to fund
operating and financing needs," said Standard & Poor's credit
analyst Dominick D'Ascoli.  "Upon successful completion of the
transaction, we will remove all ratings from CreditWatch and
assign a stable outlook.  All of these newly assigned ratings are
based on preliminary terms and conditions and are subject to
review upon receipt of final documentation."

Proceeds from JRCC's proposed note offering, combined with
proceeds from an equity issuance, will be used to refinance
existing debt, to fund the acquisition of Triad Mining Inc., and
for general corporate purposes.  Total book debt outstanding is
expected to be about $151 million.

With 8.5 million tons of production in 2004, JRCC, which emerged
from bankruptcy in May 2004, is a relatively small coal producer
with operations heavily concentrated in the difficult, high-cost
Central Appalachia region.  More than 90% of its 2004 production
was from challenging underground thin coal seam mines, which are
generally more prone to operating disruptions than surface mining.
JRCC's proposed acquisition of Triad is expected to improve the
company's operating and geographic diversity.  Triad is located in
the Illinois basin region in Indiana and primarily operates
surface mines.

The proposed senior secured credit facilities consist of:

    -- A five-year $25 million revolving credit facility maturing
       2010; and

    -- A seven-year $75 million synthetic letter of credit
       facility maturing in 2012.

The facilities will be secured by a perfected first-priority
security interest in substantially all of the company's tangible
and intangible assets and stock.

Standard & Poor's believes that a potential payment default could
be caused by the combination of numerous factors, including:

    (1) weak coal prices;

    (2) higher production costs, especially as a result of mine
        disruptions and inefficiencies;

    (3) new government regulations making certain mines
        uneconomical; or

    (4) access to developing and mining new reserves becoming
        prohibitive.


MAGNOLIA INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Magnolia's Inc.
        dba Magnolia's International Spa and Wellness Center
        382 Millburn Avenue
        Millburn, New Jersey 07041

Bankruptcy Case No.: 05-25545

Type of Business: The Debtor operates a spa.

Chapter 11 Petition Date: May 9, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: David Edelberg, Esq.
                  Nowell Amoroso Klein Bierman, P.A.
                  155 Polifly Road
                  Hackensack, New Jersey 07601
                  Tel: (201) 343-5001
                  Fax: (201) 343-5181

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Taylor Danar                                $1,910,973
25 Farley Road
Short Hills, NJ 07078

Taylor Danar                                  $351,660
25 Farley Road
Short Hills, NJ 07078

Bank of America                                $88,875
290 Millburn Avenue
Millburn, NJ 07041

Elaine Danar                                   $48,000
25 Farley Road
Short Hills, NJ 07078

Ultima Moda                                    $38,705
5 Alpaugh Farm Road
Lebanon, NJ 08833

American Express                               $19,845

Ultima Moda                                    $19,000

Visa                                           $16,112

Advanta Bank Corporation                       $15,693

M. Luis Plumbing & Heating, LLC                $15,288

Mastercard Advanta                             $12,791

Aetna                                          $10,199

Steve D'Angelo                                  $9,794

Michelle Koster                                 $9,494

The Buchholtz                                   $9,456

Takara Belmont USA, Inc.                        $7,406

Levitt & Cerciello                              $7,145

Artstone, Inc.                                  $5,400

American Express                                $5,256

Jersey Central Power & Light                    $4,314


MARKWEST ENERGY: Form 10-K Filing Delay Cues S&P to Watch Ratings
-----------------------------------------------------------------
Standard & Poor's Rating Services placed its 'B+' corporate credit
rating on MarkWest Energy Partners L.P. on CreditWatch with
negative implications after the company's announcement that its
Form 10-K filing would be further delayed and that it would be
required to restate its 2002 through 2004 financial statements.

MWE has not filed its Form 10-K on time as a consequence of
identifying material weaknesses under Section 404 of the Sarbanes-
Oxley Act, primarily involving reporting processes in its
Southwest business unit.  In addition, both MWE and MarkWest
Hydrocarbon Inc., the majority interest holder in MWE's general
partner, have now determined that they must file restatements for
2002 through 2004 to reflect compensation expense for the sale of
interests in MWE's general partner.

"The CreditWatch listing reflects concern about repeated and
protracted delays in the company's Form 10-K filing, uncertainty
about the magnitude of impending restatements, the possibility
that further delays could reduce the partnership's liquidity, and
the risk of material weaknesses being greater in scope than
expected," said Standard & Poor's credit analyst Plana Lee.

MWE has obtained covenant waivers from its banks under its
revolving credit facilities until June 30, 2005.  The company was
previously granted a waiver through April 30, 2005, which it was
unable to meet.

MWE has also received an extension to regain compliance from the
American Stock Exchange until May 31, 2005, having missed its
previous May 2 deadline.


MCDERMOTT INT'L: March 31 Balance Sheet Upside-Down by $232 Mil.
----------------------------------------------------------------
McDermott International, Inc. (NYSE:MDR) reported net income of
$22.4 million, for the 2005 first quarter, compared to a net loss
of $10.9 million, for the corresponding period in 2004.  Weighted
average common shares outstanding on a fully diluted basis were
approximately 70.8 million and 65.3 million for March 31, 2005 and
March 31, 2004, respectively.

Revenues in the first quarter of 2005 were $439.1 million,
compared to $499.3 million in the corresponding period in 2004.
Operating income was $40.7 million in the 2005 first quarter,
compared to an operating loss of $2.1 million in the 2004 first
quarter.  Included in the first quarter 2005 operating income was
approximately $2.5 million of corporate qualified pension expense,
compared to $15.3 million in the first quarter 2004.  The year-
over-year reduction in corporate qualified pension expense
reflects the previously announced spin-off of The Babcock & Wilcox
Company's pension plan and related expense which was completed on
January 31, 2005.  In addition, beginning January 1, 2005,
McDermott now allocates to its Government Operations segment the
related pension expense of that segment.

"The Company has started the year off right by delivering strong
first quarter results," said Bruce W. Wilkinson, Chairman of the
Board and Chief Executive Officer of McDermott.  "McDermott has
now produced net income for four consecutive quarters and, as a
result of this performance, our liquidity continued to strengthen.
Both of our consolidated operating segments continued to deliver
solid results in the quarter, but as McDermott, and particularly
J. Ray, continues to deliver finished projects to our customers,
it is becoming more essential that we obtain new awards to replace
the recently completed work.  I am optimistic that as the year
progresses, we will start to see J. Ray's backlog build again."


               Marine Construction Services Segment

Revenues in the Marine Construction Services segment were $286.6
million in the 2005 first quarter, compared to $365.8 million a
year ago.  The year-over-year reduction in revenues resulted
primarily from the 2004 completion of several large EPIC projects
and decreased fabrication activity on projects in Louisiana,
partially offset by a field development project in Australia and a
number of marine installation projects in the Middle East and Asia
Pacific regions.

Segment income for the 2005 first quarter was $29.1 million,
compared to a segment loss of $3.6 million in the 2004 first
quarter.  Major items contributing operating income to the 2005
first quarter were change orders, contract close-outs and
settlements on projects in the Caspian, Asia Pacific and Middle
East regions, increased international marine operations, increased
activity in our Mexican ship repair facility and gains on sales of
assets.

At March 31, 2005, J. Ray's backlog was $1.1 billion, compared to
backlog of $1.25 billion and $1.3 billion at December 31, 2004 and
March 31, 2004, respectively.

                 Government Operations Segment

Revenues in the Government Operations segment increased $19.1
million, to $152.6 million in the 2005 first quarter, compared to
$133.5 million a year ago.  The increase was primarily due to
higher volumes in the manufacture of nuclear components for
certain U.S. government programs, and increased revenues from
commercial nuclear environmental services and other commercial
work, including increased uranium downblending.

Segment income increased $4.3 million, to $24.0 million, compared
to the 2004 first quarter, primarily due to higher volume and
margins from the manufacture of nuclear components for certain
U.S. government programs, timing on the recognition of equity in
income from investees and increased commercial activity.  These
improvements were partially offset by the previously announced
corporate allocation of $5.3 million related to qualified pension
expense, which in prior years resided in the corporate segment.

At March 31, 2005, BWXT's backlog was $1.7 billion, essentially
equivalent to the backlog at both December 31, 2004 and March 31,
2004.


                    The Babcock & Wilcox Company

The Company wrote off its remaining investment in B&W of $224.7
million during the second quarter of 2002 and has not consolidated
B&W with McDermott's financial results since B&W's Chapter 11
bankruptcy filing in February 2000.  B&W's revenues were $344.7
million in the first quarter of 2005, a decrease of $32.4 million
compared to the first quarter of 2004.  B&W's net income for the
2005 first quarter was $12.7 million, compared to $24.2 million in
the corresponding period in 2004.

                        About the Company

McDermott International, Inc. is a leading worldwide energy
services company.  The Company's subsidiaries provide engineering,
fabrication, installation, procurement, research, manufacturing,
environmental systems, project management and facility management
services to a variety of customers in the energy and power
industries, including the U.S. Department of Energy.

At Mar. 31, 2005, McDermott International, Inc.'s balance sheet
showed a $232,051,000 stockholders' deficit, compared to a
$261,443,000 deficit at Dec. 31, 2004.


MCG COMMERCIAL: Portfolio Credit Quality Average Rating Up B+/B
---------------------------------------------------------------
Fitch Ratings upgrades one class and affirms one class of notes
issued by MCG Commercial Loan Trust 2001-1.  These rating actions
are effective immediately:

           -- $34,237,410 class A notes affirmed at 'AAA';
           -- $35,363,000 class B notes upgraded to 'AA' from 'A'.

There are three primary reasons for this rating action.  First,
credit enhancement has improved due to reduced leverage.  On the
April 20, 2005 payment date, the class A note received $36.5
million in principal distributions.  This payment leaves 14.89% of
the original note remaining.  In total, 55.32% of the capital
structure has been redeemed leaving $158 million in collateral to
cover $69.6 million in rated notes.  Secondly, significant excess
spread continues to provide strong credit enhancement.  Lastly,
there has been improved credit quality of the collateral.  Since
the last review, the credit quality of the portfolio has improved
to an average rating of 'B+/B' from an average rating of 'B-
/CCC+'.  These ratings are the result of Algorithmics' Credit
Rating System model.  Algorithmics is an affiliate of Fitch
Ratings.

The ratings of the class A and class B notes address the
likelihood that investors will receive full and timely payments of
interest on scheduled interest payment dates, as well as the
stated balance of original principal on the final payment date.

MCG Commercial Loan Trust 2001-1 is a collateralized loan
obligation that closed on Dec. 27, 2001.  The portfolio is a
static pool, with no discretionary trading.  Substitution is
limited to defined circumstances not to exceed 20% of the original
portfolio balance.  The servicer is MCG Capital (Nasdaq: MCGC),
based in Arlington, Virginia.  The rated liabilities are supported
by the cash flows of a static portfolio of high-yield loans to
middle market U.S. businesses, a majority of which are privately
owned.  The loans were made for the purpose of working capital,
growth, acquisitions, and recapitalizations.  The loan obligors
operate in several industries including industrial and consumer
manufacturing, transportation and services.  A majority of the
loans are subordinate loans, with the remaining balance divided
between senior unsecured and senior secured obligations.

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


MCI INC: Pays $118.2 Million to Settle Tax Dispute with Miss.
-------------------------------------------------------------
MCI Inc. agrees to pay $118.2 million to the State of Mississippi
to settle a tax dispute, according to Dana Cimilluca at Bloomberg
News.  The company will pay $100 million to the state, $14 million
to cover the Attorney General Jim Hood's fees and donate $4.2
million to the Children's Justice Center of Mississippi.

"It will come in handy to deal with our budget deficit," Mr. Hood
told Laura Hipp at the Clarion Ledger.  The attorney general wants
lawmakers to use the funds for education and law enforcement.

The settlement is subject today to the U.S. Bankruptcy Court for
Southern District of New York's approval.  If the Court will
approve the settlement, the money will be transferred to state
accounts 10 days later.

The state of Mississippi alleged that MCI 's back taxes reached
$1 billion, Ms. Hipp continues.  KMPG LLP -- MCI's accounting firm
-- is being investigated for the remaining $900 million.

According to Ms. Hipp the attorney general said that MCI evaded
paying some taxes from 1998 to 2002 by declaring income from its
out-of-state subsidiaries as royalties.  Mr. Hood adds that the
income should have been counted as corporate income.

Part of the deal between MCI and the state includes old Worldcom's
headquarters in Jackson which is valued at approximately $7
million.

MCI is also facing tax evasion suits from other states and has yet
to settle with them.

"We're in productive discussions with the other states, and look
forward to reaching a settlement of this matter," MCI spokesman
Peter Lucht told Bloomberg.  He declined to say when other
settlements will be reached or how much they will be.

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.


MCI INC: Shareholders Urge Qwest to Revive Offer
------------------------------------------------
Bloomberg News reports that some of MCI, Inc.'s largest
shareholders want Qwest Communications International, Inc., to
continue its pursuit to acquire MCI.  These shareholders include
Fairholme Capital Management LLC, Elliot Associates LP and Omega
Advisors, Inc.

"I'm not giving up on this," Fairholme President Bruce Berkowitz
told Bloomberg.  "I told [Qwest] to come back to the table."

According to Dana Cimillucca at Bloomberg News, Fairholme owns
about 3.4% of MCI stock as of December 2004.  Elliott Associates
holds a 3.5% stake in MCI as of April 1, 2005.  Omega Advisors
owns 3.7% of MCI stock as of April 11, 2005.

As previously reported, the MCI Board of Directors concluded that
Verizon Communication, Inc.'s $26 per share offer is superior to
Qwest's $30 per share bid.  "From the standpoint of risk versus
reward, Verizon's revised offer presents MCI with a stronger,
superior choice," Nicholas deB. Katzenbach, MCI Board Chairman
said in a press release.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 87; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

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

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

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

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MCLEODUSA INC: Asks Court to Enter Final Decree to Close Case
-------------------------------------------------------------
McLeodUSA Incorporated wants the U.S. Bankruptcy Court for the
District of Delaware to enter a final decree formally closing its
chapter 11 case.

The Plan is fully consummated, and the administration of
McLeodUSA's chapter 11 estate is complete.  It is therefore
necessary and appropriate that the Bankruptcy Court enter a final
decree closing the case.

The only matter remaining in this case is resolution of two proofs
of claim filed by New Millenium Growth Fund LLC.  The Proofs of
Claim involve substantially the same claims asserted in a lawsuit
initiated by New Millenium prior to the Petition Date, captioned
In re McLeodUSA Incorporated Securities Litigation, Civil Action
No. C02-1(MWB), currently pending in the U.S. District Court for
the Northern District of Iowa, Cedar Rapids Division.

The U.S. District Court for the District of Delaware granted the
joint motions of McLeodUSA and New Millenium to withdraw the
reference of the Claims Objection from the Bankruptcy Court and to
transfer venue of the Claims Objection to the Iowa District Court.

Accordingly, no pending matters remain before this Court, and
McLeodUSA's chapter 11 case has been fully administered.

McLeodUSA Inc. -- http://www.mcleodusa.com/-- provides integrated
communications services, including local services, in 25 Midwest,
Southwest, Northwest and Rocky Mountain states.  The Company is a
facilities-based telecommunications provider with, as of March 31,
2005, 38 ATM switches, 39 voice switches, 699 collocations, 432
DSLAMs and approximately 2,300 employees.  As of April 16, 2002,
Forstmann Little & Co. became a 58% shareholder in the Company.
At March 31, 2005, McLeodUSA's balance sheet showed a
$127.6 million stockholders' deficit, compared to a $46.8 million
deficit at Dec. 31, 2004.  The Company filed for a prepackaged
chapter 11 petition on January 20, 2002 (Bankr. D. Del. Case No.
02-10288).  David S. Kurtz, Esq., and Gregg M. Galard, Esq., at
Skadden, Arps, Slate, Meagher & Flom, represented McLeodUSA in its
restructuring.  On April 5, 2005, the Court confirmed the Debtor's
Plan of Reorganization and the Plan became effective on April 16,
2002.

                Reorganized Company in Trouble

As reported in the Troubled Company Reporter on May 6, 2005,
Moody's Investors Service has placed the debt ratings of McLeodUSA
Inc. on review for possible downgrade following the company's
failure to make scheduled principal and interest payments in
March 2005, and its announcement that it is in negotiations with
members of its lender group with regard to a capital
restructuring.

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

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


MESA 2002-1: Moody's Pares Ratings on Classes B-1 & B-2 to Low-B
----------------------------------------------------------------
Moody's Investors Service downgrades two certificates and confirms
one certificate issued by MESA 2002-1 Global Issuance Company.
The transaction is a resecuritization backed by another
residential mortgage backed security.

The Class M-2 is being confirmed while the Class B-1 and B-2
certificates are being downgraded based on the weak performance of
the underlying security as well as the reduced level of credit
enhancement provided by the overcollateralization and the
subordinated classes relative to the current projected losses.

Complete rating actions are:

Issuer:    MESA 2002-1 Global Issuance Company
Confirm:   Class M-2, current rating A2, confirmed at A2
Downgrade: Class B-1, current rating Baa2, downgraded to Ba1;
           Class B-2, current rating Ba2, downgraded to B3.


MIRANT CORP: Wants to Expand Scope of Deloitte's Engagement
-----------------------------------------------------------
Mirant Corporation and its debtor-affiliates have asked Deloitte &
Touche, LLP, for assistance in their determination of whether
certain special purpose entities should be consolidated in the
financial statements under FASB Interpretation No. 46 as it
relates to power purchase agreements in place at Mirant Mid-
Atlantic and Jamaica Public Service Company.  The Debtors asked
Deloitte to assist management in its preparation of accounting
analyses and in reaching its conclusions as to the appropriate
accounting treatment of certain MirMA and JPS contracts.  Deloitte
commenced providing these services on February 25, 2005.

In this regard, the Debtors ask the U.S. Bankruptcy Court for the
Northern District of Texas to expand the scope of Deloitte's
engagement, effective as of February 25, to provide the
Consolidation Services.

The Debtors are banking on Deloitte's relevant experience.  The
consolidation issues are complex and relatively new, and Deloitte
has expertise in the analysis of the PPAs as variable interests.
Given Deloitte's background and experience, the Debtors believe
that the firm is both well qualified and able to provide the
expanded services in their Chapter 11 cases in the most efficient
and timely manner.

The Debtors propose to pay Deloitte its customary hourly rates
for services rendered.  The rates to be charged for the
Consolidation Services are:

          Partner/Principal                   $600
          Director                            $550
          Senior Manager                      $475
          Manager                             $400
          Senior Consultant                   $325

The rates are consistent with Deloitte's applicable rates charged
to its non-bankruptcy clients.

The Debtors also propose to reimburse Deloitte for its expenses.

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)


MOUNT SINAI: Good Performance Prompts S&P's Stable Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative on Mount Sinai NYU Health Obligated Group's
outstanding bonds.  In addition, Standard & Poor's affirmed its
'BB' rating on New York State Dormitory Authority's bonds, issued
for Mount Sinai NYU Health Obligated Group.

"The outlook has been revised to stable from negative due to
improved, though still negative, operating results; increased
liquidity; and the stabilization of the senior management teams of
Mount Sinai Hospital and NYU Hospitals Center," said Standard &
Poor's credit analyst Liz Sweeney.

Mount Sinai Hospital's and NYU Hospitals Center's key senior
managers have been in place for about two years.

The rating continues to reflect Mount Sinai NYU Health's
challenges, which include:

    (1) negative operating results;

    (2) weak balance sheet characteristics, including slim
        liquidity and high leverage;

    (3) looming capital needs; and

    (4) the obligated group members' continued need to use off-
        balance-sheet financing and asset sales to access capital
        and boost bottom lines.

Other than the joint and several obligation for the series 2000A-D
bonds, the redefining of the obligated group into separate
entities has been effectuated.  The boards and management of the
two key participants, Mount Sinai Hospital and NYU Hospitals
Center, operate independently and the parties intend to
disaffiliate legally as soon as they can refund the existing debt.

The parent continues to actively monitor the financial performance
of the members of the obligated group and their compliance with
the bond covenants.  The obligated group also includes NYU
Hospitals Center's affiliate, Hospital For Joint Diseases, which
intends to merge fully into NYU Hospitals Center in the next 12
months.

However, the refunding process is difficult, given the credit
levels of the three parties and the regulatory hurdles in New York
State, and a refunding could take a few years.  In the meantime,
Standard & Poor's analysis will still focus on the obligated group
and system results, which serve as the basis for the rating, while
it conducts separate discussions with Mount Sinai Hospital, NYU
Hospitals Center, and Hospital For Joint Diseases to understand
the obligated group's component results.

Operating results are on a positive trend, even though they were
negative in 2004, and results for the first three months of 2005
are very encouraging across the obligated group.  Although the
results for the full year may not mirror the first quarter's
unexpectedly strong results, overall operating performance in 2005
is expected to represent continued improvement over 2004.  In
addition, the improved liquidity provides a modest cushion in the
event of an unexpected shortfall.


NETWORK INSTALLATION: Insufficient Cash Spurs Going Concern Doubt
-----------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWKI, NWKIE)
reported its financial results for fiscal year 2004.  The Company
also disclosed a change in its revenue recognition policy from the
'Completed Contracts Method' to the 'Percent Completed Method'.
Network Installation recorded record revenue of $1,889,739 for the
year ended December 31, 2004.

Network Installation CEO Jeffrey R. Hultman stated, "While the
Company did report record revenue for 2004, our new management
team in place just 60 days, has put together a very aggressive
growth strategy which we believe should yield considerably greater
growth in 2005.  Our current project backlog is already at a
record level of over $1.8 million."

"Furthermore, I've been fortunate in my experiences to have headed
up two significant high growth ventures and believe we have
another here with Network Installation," Mr. Hultman added.  "I've
also engineered approximately a dozen acquisitions of various size
and scope.  I feel we have identified several potentially
significant acquisition candidates which if consummated, could
considerably accelerate our path to achieving critical mass."

"We've changed our revenue recognition policy from the 'Completed
Contracts Method' to the 'Percent Completed Method', which is the
preferred method of many companies in our industry," Network
Installation CFO Michael V. Rosenthal said.  "We believe that by
doing so, investors should receive a more fair and accurate
assessment of our financial progress."

Now compliant with its 10-KSB filing, Network Installation has
notified Nasdaq and was informed that after a brief customary
review, its shares should once again begin trading under its
normal ticker symbol within a few days.

                     Going Concern Doubt

Network Installation's independent auditors raise substantial
doubt about the Company's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended Dec. 31, 2004, pointing to insufficient cash flows for
operations.

"Our audited financial statements for the fiscal year ended
December 31, 2004, reflect a net loss of $4,167,705," the Company
stated in its Annual Report.  "These conditions raise substantial
doubt about our ability to continue as a going concern if we do
not acquire sufficient additional funding or alternative sources
of capital to meet our working capital needs.  Without such
external funding, we would have to materially curtail our
operations and plans for expansion."

At Dec. 31, 2004, Network Installation's balance sheet showed a
$1,877,631 stockholders' deficit, compared to a $2,594,707 deficit
at Dec. 31, 2003.

                  About Network Installation

Network Installation Corp. -- http://www.networkinstallationcorp.net/
-- provides communications solutions to the Fortune 1000,
Government Agencies, Municipalities, K-12 and Universities and
Multiple Property Owners.  These solutions include the design,
installation and deployment of data, voice and video networks as
well as wireless networks including Wi-Fi and Wi-Max applications
and integrated telecommunications solutions including Voice over
Internet Protocol applications.


NORSTAN APPAREL: Will Auction Assets on May 19
----------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
approved Norstan Apparel Shops Inc.'s application to auction its
assets to the highest and best bidder on May 19, 2005, at 10:00
a.m., at the offices of Katten Muchin Rosenman LLP located at
575 Madison Avenue in Manhattan.

Qualified bidders must submit bids not later than 12:00 p.m. on
May 13, 2005.

Objections, if any, must be filed with the Court by May 19 at 4:00
p.m.  The Court will convene a sale hearing on May 26, 2005, at
11:00 a.m.

                   $26 Million Bid in Hand

Fashion Cents Acquisition LLC offers to buy the assets for $14
million in cash and assume more than $12 million in liabilities.

In the event that Fashion Cents isn't the successful bidder at the
May 19 auction, it is entitled to a $200,000 break-up fee.

Copies of the bidding procedures and the offer from Fashion Cents
Acquisition are available at Norstan's counsel:

          Katten Muchin Rosenman LLP
          Attn: Merritt A. Pardini, Esq.
          Tel: 212-940-8800
          Email: merritt.pardini@kattenlaw.com

Information concerning the assets may be obtained through
Norstan's marketing agent:

          Abacus Advisors
          Attn: Alan Cohen
          Tel: 212-751-9150
          Email: acohen@abacusadvisor.com

Headquartered in Long Island City, New York, Norstan Apparel Shops
Inc., dba Fashion Cents, operates 229 retail stores selling
women's budget-priced apparel.  The stores are located in 24
states throughout the Midwestern, Midsouthern, Mid-Atlantic and
southeastern regions of the United States.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 8, 2005
(Bankr. E.D.N.Y. Case No. 05-15265).  Jeff J. Friedman, Esq., at
Katten Muchin Zavis Rosenman represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $19,637,000 and total
debts of $44,776,000.


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)


PACIFIC ENERGY: Earns $3.4 Million of Net Income in First Quarter
-----------------------------------------------------------------
Pacific Energy Partners, L.P. (NYSE:PPX) disclosed
that recurring net income for the three months ended March 31,
2005, was $10.3 million, or $0.34 per limited partner unit,
compared to $8.1 million, or $0.31 per limited partner unit, in
the first quarter of  2004.

Recurring net income for the first quarter of 2005 excludes:

   --  a $2.0 million expense associated with clean-up of the Line
       63 oil release that occurred on March 23, 2005;

   --  a $3.1 million expense related to the accelerated vesting
       of restricted units under the Partnership's long-term
       incentive plan, as a result of the change in control caused
       by the purchase of the Partnership's general partner by LB
       Pacific, LP on March 3, 2005; and

   --  a $1.8 million expense incurred as a result of the general
       partner transaction.  This expense is required by generally
       accepted accounting principles to be reported as a
       Partnership expense, even though these costs were
       reimbursed to the Partnership.  The reimbursement is
       accounted for as a capital contribution to the Partnership.
       This expense is charged to the general partner in
       calculating the net income applicable to the limited
       partner units.

Including the non-recurring expenses, net income for the three
months ended March 31, 2005, was $3.4 million, or $0.17 per
limited partner unit.

The results for the first quarter reflect the benefit of the
acquisition of the Rangeland pipeline system, higher pipeline
volumes on the West Coast and in the Rocky Mountains, lower
spending for Pacific Terminals, and the benefit of tariff
increases on Line 2000 in May 2004 and on Line 63 in November
2004. Partially offsetting these increases were significantly
lower gathering and blending margins for Pacific Marketing and
Transportation -- PMT, and pipeline repair costs associated with
earth movement and stream erosion due to heavy rainfall in
Southern California.

"Our first quarter results continue to show the strength of our
strategic business units," stated Irv Toole, President and CEO.
"The Pacific Terminals storage and distribution system continues
to produce strong financial results in our West Coast Business
Unit.  Our Rocky Mountain Business Unit has enjoyed increased
market share for pipeline shipments, as well as the benefit of the
Canadian pipelines we acquired in 2004.  We're excited about the
growth potential in both of our business units."

On April 22, 2005, the Partnership announced an increase in its
cash distribution to $0.5125 per unit for the first quarter of
2005, or $2.05 per unit annualized.  This represents an increase
of 2.5% over its fourth quarter 2004 distribution level and 5.1%
over its first quarter 2004 distribution level.  The distribution
will be paid on May 13, 2005, to holders of record as of May 2,
2005.

Irv Toole commented, "We're pleased to increase our cash
distributions again this quarter.  We've made substantial progress
in the reclamation of the Line 63 oil release and are happy to
report that Line 63 is back in operation.  Our underlying business
remains strong, and we look forward to further increases in our
cash distributions as we execute our development plans for the
Rangeland pipeline system, complete additional acquisitions, and
pursue key expansion and development projects."

Distributable cash flow available to the limited partners'
interest for the first quarter of 2005 was $16.8 million. On a
weighted average and diluted basis, there were 29,673,000 limited
partner units outstanding during the first quarter of 2005,
approximately 18% more units outstanding than in the first quarter
of 2004.

Pacific Energy Partners, L.P. -- http://www.PacificEnergy.com/--  
is a master limited partnership headquartered in Long Beach.
Pacific Energy is engaged principally in the business of
gathering, transporting, storing and distributing crude oil and
other related products in California and the Rocky Mountain
region, including Alberta, Canada.  Pacific Energy generates
revenues primarily by transporting crude oil on its pipelines and
by leasing capacity in its storage facilities.  Pacific Energy
also buys, blends and sells crude oil, activities that are
complementary to its pipeline transportation business.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2005,
Moody's Investors Services assigned a B1 rating to LB Pacific,
LP's $170 million Term Loan B -- TLB, to be secured by 34.6% of
the subordinated equity units of Pacific Energy Partners, LP's --
PPX -- and by the equity of Pacific Energy GP, LLC -- PEGP --
which holds the 2% general partner interest in PPX.  Moody's
affirms PPX's Ba2 senior unsecured note and Ba1 senior implied
ratings and stable outlook. PPX is a midstream oil master limited
partnership and PEGP is its general partner.


PEGASUS SATELLITE: Asks Court to Okay PCC Tax Reporting Settlement
------------------------------------------------------------------
Pegasus Communications Corporation is the parent company of a
group of corporations that have historically filed and are
required to continue filing consolidated income tax returns for
federal income tax purposes and also, to the extent applicable,
for state and local income tax purposes.  Until 2004, the PCC
Affiliated Group has included Pegasus Satellite Communications,
Inc., and certain other Debtors.

For U.S. federal income tax purposes, PSC can join in the filing
of a consolidated return with the PCC Affiliated Group so long as
PCC or another member of the PCC Affiliated Group owns at least
80% of both the total voting power of the stock in PSC and 80% of
the total value of the stock of PSC.  However, as of January 1,
2004, the Debtors and PCC believe that this ownership test was no
longer met.  PCC informed the Debtors that, effective January 1,
2004, it intends to cease treating PSC as a corporation eligible
to join in the filing of a consolidated return with the PCC
Affiliated Group.  Accordingly, the Debtors believe that it is no
longer appropriate for PSC and its subsidiaries to join in the
filing of a consolidated federal income tax return as members of
the PCC Affiliated Group for federal income tax purposes.

Upon the disaffiliation of the PSC Group from the PCC Affiliated
Group, the ability of the PSC Group to utilize net operating
losses arising from the PSC Group's prior operations became
dependent, in part, on PCC's apportionment to the PSC Group of
limitations and certain related tax attributes applicable to the
PCC Affiliated Group's use of NOLs.  Without PCC's apportionment,
the PSC Group would be limited in using certain NOLs properly
attributable to it to offset taxable income from the sale of the
Debtors' assets, which would significantly reduce the amount of
cash available for distribution to the creditors.

Following the January 1, 2004 disaffiliation of the PSC Group from
the PCC Affiliated Group, the U.S. Bankruptcy Court for the
District of Maine approved a global settlement among the Debtors,
DIRECTV, Inc., National Rural Telecommunications Cooperative, PCC
and certain members of the Official Committee of Unsecured
Creditors, pursuant to which the Debtors sold to DIRECTV
substantially all of the assets of the Debtors' direct broadcast
satellite business.

Following the Satellite Sale, the Debtors began negotiations with
the Creditors Committee and PCC over the terms of a sale of the
Broadcast Assets.  During these negotiations, disputes arose
between PCC, on one hand, and the Debtors and the Creditors
Committee, on the other, over the apportionment of the PCC
Affiliated Group's overall limitations and related tax attributes
affecting use of NOLs.

To resolve these disputes, the Debtors and PCC have entered into a
settlement agreement that governs certain aspects of the Parties'
conduct in reporting their federal, state and local income tax
liabilities.  This would include the determination and calculation
of their tax attributes, as well as other tax-related matters with
respect to the Debtors' Chapter 11 cases.

By this motion, the Debtors ask the Court to approve, and make
binding on all entities, the Settlement Agreement.

Three underlying principles establish the basis for the
Settlement Agreement:

    a. Each member of the PSC Group has been a member of the
       affiliated group of corporations validly filing a
       consolidated tax return for U.S. federal income tax
       purposes of which PCC is the common parent for taxable
       periods ending on or before December 31, 2003;

    b. Each member of the PSC Group ceased to be a member of the
       PCC Affiliated Group:

       (1) in the filing of a consolidated U.S. federal income tax
           return under Section 1501 et. seq. of the Internal
           Revenue Code of 1986, as amended; and

       (2) in the filing of any applicable consolidated, unitary,
           combined or similar state and local income tax return
           as of and for taxable periods ending on or after
           January 1, 2004; and

    c. Each member of the PSC Group has been a member of an
       affiliated group eligible to file a consolidated tax return
       for U.S. federal income tax purposes of which PSC is the
       common parent under Section 1501 et. seq. of the Code and
       any applicable consolidated, unitary, combined or similar
       state and local income tax return, for taxable periods
       ending on or after the Disaffiliation Date.

According to Guy S. Neal, Esq., at Sidley Austin Brown & Wood
LLP, in New York, the PSC Group, not the PCC Group, will be
entitled to further use of the portion of the consolidated NOLs of
the PCC Affiliated Group properly attributable to the PSC Group
under the applicable income tax regulations.  However, due to
certain changes in the stock ownership of PCC prior to the
Disaffiliation Date, Mr. Neal says, the use of some of those
consolidated NOLs is limited.  Under the income tax regulations,
Mr. Neal relates, the PSC Group cannot use the NOLs except to the
extent that PCC elects to apportion to the PSC Group all or part
of the limitations applicable to the PCC Affiliated Group's use of
the NOLs.  The PCC will make the apportionment on the PCC
Affiliated Group's 2004 consolidated income tax return due
September 15, 2005.  The Settlement Agreement contains dispute
resolution provisions to allow for a final determination of
amounts in accordance with applicable tax laws prior to the due
date for filing the PCC Group's return on September 15, 2005.

Mr. Neal tells the Court that the Settlement Agreement also puts
in place provisions designed to preserve the value of the PSC
Group's NOLs, which includes provisions that the PCC Group:

    (a) will not prematurely take a worthless stock deduction
        which could adversely affect the availability of the NOLs;

    (b) will not amend its income tax returns in a manner that
        could adversely affect the PSC Group;

    (c) will provide the PSC Group with advance copies of its tax
        returns implementing the settlement; and

    (d) will allow the Liquidating Trustee access to its books and
        records and to participate in any tax audit that could
        affect the Settlement Agreement.

Moreover, Mr. Neal adds, the Settlement Agreement allows the PCC
Group to participate in further proceedings in the event the
Court does not approve the Settlement Agreement by the
Administrative Bar Date, including through potential extensions of
the Administrative Bar Date for the PCC Group.  The Settlement
Agreement will terminate on June 15, 2005, unless an order
approving it has become a final order.

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)


PHELPS DODGE: Inks Pact to Invest $3M in Fortress Over Two Years
----------------------------------------------------------------
Phelps Dodge Exploration Corporation has now completed two
agreements with Fortress Minerals Corp.

In the first agreement, Fortress has an option to earn an 80%
interest in PDEC's subsidiary Svetloye Gold Corporation, formerly
named PD Russia Inc. SGC holds a 100% indirect interest in the
Svetloye gold project, Khabarovsk Region of eastern Russia.
Fortress has paid US$500,000 to PDEC to earn a 51% interest in
SGC.  The remaining 29% interest will be granted by SGC upon the
earlier to occur of:

   (a) completion of drilling and trenching earn-in requirements;
       and

   (b) completion of additional drilling and trenching
       requirements or conversion of the exploration license to a
       mining license.

The Svetloye project has high grade gold mineralization
outcropping at surface and an aggressive drill program is
scheduled for 2005 by Fortress.

In a second agreement, Fortress has entered into a regional wide
Mongolian alliance with PDEC in which PDEC can earn up to
a 70% interest in any of Fortress's copper, gold, silver and
molybdenum projects in Mongolia.  The earn-in is subject to
certain investments by PDEC in Fortress, and the funding of
certain exploration and development programs on the properties.

PDEC will invest US$3.0 million by way of private placement
over two years into Fortress (US$1.7 million in Year 1 and
US$1.3 million in Year 2) at Cdn$0.80 per share in Year 1 and at
market price plus 50% in Year 2.  The private placement has
received TSX Venture Exchange approval and Fortress has received
the Year 1 payment of US$1.7M.

Phelps Dodge Corporation is a global leader in the mining and
manufacturing industries, employing more than 13,500 people in 27
countries.

As reported in the Troubled Company Reporter on Mar. 29, 2005,
Moody's Investors Service upgraded Phelps Dodge Corporation's
senior unsecured ratings to Baa2 from Baa3.  Moody's also upgraded
the prospective ratings under Phelps Dodge's $600 million shelf
filing.  The upgrade is based on the improvement in Phelps Dodge's
capital structure and operating performance over the past three
years as the company's efforts to reduce debt were accelerated by
greatly improved copper and molybdenum prices over the past 18
months, and Moody's expectation that the company will be able to
sustain improved debt protection measurements over the
intermediate term.  The rating outlook is stable.

Ratings upgraded are:

Phelps Dodge Corporation:

   * Senior unsecured notes, to Baa2 from Baa3;

   * Shelf registration for senior unsecured debt, to (P)Baa2
     from (P)Baa3;

   * junior subordinated debt to (P)Baa3 from (P)Ba1;

   * cumulative preferreds, subordinated preferreds and
     jr. participating cumulative preferreds to (P)Ba1
     from (P)Ba2;  and

   * PD Capital Trust I and PD Capital Trust II guaranteed trust
     preferreds to (P)Baa3 from (P)Ba1.

Cyprus Amax Minerals Company:

   * Senior unsecured notes, legally assumed by Phelps Dodge, to
     Baa2 from Baa3

As reported in the Troubled Company Reporter on December 15, 2003,
Fitch has changed the Rating Outlook on Phelps Dodge to
Positive from Stable and affirmed the company's senior unsecured
rating at 'BBB-', commercial paper at 'F3' and the company's
mandatory convertible preferred at 'BB+'.


PURADYN FILTER: To Submit Plan of Action to Retain AMEX Listing
---------------------------------------------------------------
puraDYN Filter Technologies Inc. (AMEX:PFT) received a letter of
notice from the Staff of the American Stock Exchange indicating
that the Company is below certain of the Exchange's continued
listing standards.  Specifically, as set forth in Sections
1003(a)(i) and (ii) of the AMEX Company Guide, the Company has
sustained:

   -- losses from continuing operations and/or net losses in two
      out of its three most recent fiscal years with stockholders'
      equity of less than $2 million; and

   -- losses from continuing operations and/or net losses in three
      out of its four most recent fiscal years with stockholders'
      equity of less than $4 million.

The Company has been given the opportunity to submit a plan to the
AMEX outlining actions it has taken, or will take, over the next
18 months that will bring it into compliance with continued
listing standards.  The Company intends to submit a compliance
plan to AMEX by May 31, 2005 and the Company's Common Stock
continues to trade on AMEX.

If AMEX accepts the plan, the Company may be able to continue its
listing during the plan period of up to 18 months, during which
time the Company will be subject to periodic review to determine
whether it is making progress consistent with the plan.  If the
plan is not accepted by AMEX, or if accepted but the Company is
not in compliance with continued listing standards at the end of
the 18-month period, or has not made progress consistent with the
plan, the AMEX may still elect to initiate delisting proceedings
with regard to the Company's Common Stock.

"As outlined in our 2004 earnings release, the Company is
currently in the process of raising capital.  This capital is
necessary to meet the ongoing listing requirements of AMEX as well
as providing the funding needed to advance our business plan,"
said Joseph V. Vittoria, Chairman.

                        About the Company

puraDYN (AMEX: PFT) designs, manufactures and markets the
puraDYN(R) Bypass Oil Filtration System, the most effective
filtration product on the market today.  It continuously cleans
lubricating oil and maintains oil viscosity to safely and
significantly extend oil change intervals and engine life.
Effective for internal combustion engines, transmissions and
hydraulic applications, the Company's patented and proprietary
system is a cost-effective and energy-conscious solution targeting
an annual $13 billion potential industry.  The Company has
established aftermarket programs with several of the
transportation industry leaders such as Volvo Trucks NA, Mack
Trucks, PACCAR; a strategic alliance with Honeywell Consumer
Products Group, producers of FRAM(R) filtration products; and
continues to market to major commercial fleets.  puraDYN(R)
equipment has been certified as a 'Pollution Prevention
Technology' by the California Environmental Protection Agency and
was selected as the manufacturer used by the US Department of
Energy in a three-year evaluation to research and analyze
performance, benefits and cost analysis of bypass oil filtration
technology.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 20, 2005,
puraDYN Filter Technologies Inc. reported financial results for
the fiscal year ended December 31, 2004.  Net sales for the year
totaled approximately $2.5 million as compared with approximately
$1.91 million in 2003, an increase of approximately 30%.  Net
loss was approximately $3.58 million, compared with a net loss
of approximately $4.05 million in the previous year.

This increase in net sales is attributable to the addition of
several new domestic and international distributors, which
expanded the Company's distribution network by 22%.  The company
also benefited from an increase in sales to one of its largest
customers, and a marked increase in sales through the OEM customer
base.

Efforts to streamline operating costs were evidenced by the
decrease in selling, general, administrative and salary expenses
by approximately $142,000 in 2004, a decrease of 4%.  Cost of
sales increased by approximately $243,000, an increase of 10%
primarily due to the 30% increase in net sales.  Cost of sales did
not increase proportionately to net sales due to the increased
utilization of overhead and improvements in raw material sourcing.

The Company is currently working with private investors, including
current stockholders, in raising funds in the amount of
approximately $2.6 million.

                       Going Concern Doubt

As a result of these funds not being secured as of the date of
filing and in light of Company's need for additional funds in 2005
and beyond, the audit opinion of Daszkal Bolton LLP, the Company's
independent registered public accounting firm, contained a going-
concern explanatory paragraph.

The American Stock Exchange rules require AMEX-listed companies to
publicly announce whenever a Form 10-KSB includes an audit opinion
containing a going concern explanation.


QUIGLEY COMPANY: Plan Solicitation Period Extended Until Aug. 1
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the time period during which Quigley Company Inc. has the
exclusive right to solicit acceptances of its proposed Plan of
Reorganization from its creditors.  The Debtor's exclusive
solicitation period now runs through August 1, 2005.

The Debtor filed its Chapter 11 Plan of Reorganization and
Disclosure Statement on March 4, 2005.

The Debtor gave the Court four reasons in support of the
extension:

   a) the Debtor's chapter 11 case is large and complex, with
      60,000 pre-petition Civil Actions and more than 160,000
      Asbestos Personal Injury Claims pending as of the Petition
      Date;

   b) since the Debtor filed its Plan, it has been involved in
      negotiations and exchanges of information with the
      interested parties, including the Creditors Committee and
      the Future Demand Holders' Representative in order to reach
      a consensus on the terms of the Plan;

   c) there are still open issues yet to be resolved by Quigley,
      the Creditors Committee and the Future Demand Holders'
      Representative, and once an agreement is reached on those
      issues, Quigley will file an amended plan and request a
      hearing on an amended disclosure statement that will
      accompany an amended plan; and

   d) the extension will not harm the Debtor's creditors because
      the Creditors Committee and the Future Demand Holders'
      Representative both support the extension.

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


REGIONAL DIAGNOSTICS: Gets Interim Nod on Postpetition Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio gave
Regional Diagnostics, L.L.C., and its debtor-affiliates interim
authority:

   a) to obtain post-petition financing pursuant to Section 363
      and 364 of the Bankruptcy Code from Merrill Lynch Capital in
      its capacity as Post-Petition Agent for itself and the Post-
      Petition Lenders;

   b) to use Cash Collateral securing repayment of pre-petition
      obligations to the Pre-Petition Lenders; and

   c) to grant liens, super-priority claims and adequate
      protection to Merrill Lynch, the Post-Petition Lenders, and
      the Pre-Petition Lenders.

                  Pre-Petition Debt

Under various Credit and Loan Agreements, the Debtors owe:

   Pre-Petition Lender                   Amount Owed
   -------------------                   -----------
   Pre-Petition Lenders
   (under a Revolving Loan &
    Term Loan Facility                   $30,100,000

   Subordinated Lenders
   (under a Sr. Subordinated
    Loan Agreement)                      $13,500,000
                                         -----------
                                         $43,600,000

           DIP Financing and Cash Collateral

The Court allows the Debtors to obtain up to $2,250,000 of DIP
Loans from the Post-Petition Lenders under a Post-Petition
Financing Agreement.

The Debtors will use the proceeds of the DIP Loans from Merrill
Lynch and the Post-Petition Lenders and the Pre-Petition Lenders'
Cash Collateral for their operating expenses and to serve the
Debtors' employees, suppliers and vendors.  The Pre-Petition
Lenders have consented to the Debtors' limited use of the Cash
Collateral.

The Debtors will use the proceeds from the DIP Loans and the Cash
Collateral in strict compliance with a 14-week Budget covering the
period from April 22 to July 19, 2005.

A full-text copy of the Budget is available at no charge at:

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

To adequately protect their interests, Merrill Lynch, the Post-
Petition Lenders, and the Pre-Petition Lenders are granted
additional and replacement liens on all of the Debtors' post-
petition assets.

Headquartered in Warrensville Heights, Ohio, Regional Diagnostics,
L.L.C., -- http://www.regionaldiagnostic.com/-- owns and operates
27 medical clinics located in Florida, Illinois, Indiana, Ohio and
Pennsylvania.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 20, 2005 (Bankr. N.D. Ohio Case No.
05-15262).  Jeffrey Baddeley, Esq., at Baker & Hostetler LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


REGIONAL DIAGNOSTICS: Look for Bankruptcy Schedules on June 19
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio gave
Regional Diagnostics, L.L.C., and its debtor-affiliates more time
to file their Schedules of Assets and Liabilities, Statements of
Financial Affairs, Schedules of Current Income and Expenditures,
Statements of Executory Contracts and Unexpired Leases and Lists
of Equity Security Holders.  The Debtors have until June 19, 2005,
to file those documents.

The Debtors explain that they have identified a number of
creditors and other parties in interest that will be likely
included in their Schedules and Statements.

But due to the size and complexity of the Debtors' bankruptcy
cases, and the fact that many pre-petition invoices have not yet
been received or entered into the their accounting system, they
need the extension to gather all the information necessary to
prepare and file their respective Schedules and Statements.

The Debtors relate that the extension will ensure that the
Schedules and Statements they will file are accurate and complete
and enable them to easily manage their transition to chapter 11.

Headquartered in Warrensville Heights, Ohio, Regional Diagnostics,
L.L.C., -- http://www.regionaldiagnostic.com/-- owns and operates
27 medical clinics located in Florida, Illinois, Indiana, Ohio and
Pennsylvania.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 20, 2005 (Bankr. N.D. Ohio Case No.
05-15262).  Jeffrey Baddeley, Esq., at Baker & Hostetler LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


ROYAL GROUP: Weakened Profitability Prompts S&P to Lower Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on Royal Group
Technologies Ltd. to 'BB' from 'BBB-'.  At the same time, Standard
& Poor's removed its ratings on Royal Group from CreditWatch,
where they were placed with negative implications Oct. 15, 2004.
The outlook is currently negative.

The ratings reflect a transitioning management team, and short-
term problems such as weak liquidity, weak internal controls, and
near-term refinancing requirements.  The ratings also reflect
longer-term issues such as weakening profitability and a low
return on capital.  These risks are partially offset by the
company's adequate annualized cash flow protection and moderate
leverage.

"Although the moderate debt leverage, steady free cash flow
generation, and an underlying solid business profile have
supported the ratings through a very difficult year, we now
believe that the distractions caused by the criminal
investigations and governance problems have resulted in (and
exposed) both short- and long-term problems," said Standard &
Poor's credit analyst Daniel Parker.  "Accordingly, the overall
business and financial profile do not currently support an
investment-grade rating," added Mr. Parker.

Despite significant improvement with regards to corporate
governance, the company is still in transition as it seeks to hire
a permanent chief executive officer and chief financial officer.
The company has also proposed five new independent candidates to
join the board following its annual general meeting.  S&P believes
it will take at least several quarters before new management and
the board decide on any major strategic decisions, and before new
management would be able to learn the business.  The company has
multiple business lines and requires a continued focus on
efficiencies and operations to maintain its competitive position.
In addition, the required initiatives to address the short-term
issues could take at least several quarters.

The outlook is negative.  If the company does not address its weak
liquidity and inefficient debt structure in the next eight months,
the ratings could be lowered further.  The current ratings can
tolerate weak profitability and cash flow in the medium term, but
only under the assumption that financial performance trends will
not further deteriorate.

Standard & Poor's believes profitability will be hampered by:

    (1) high resin prices,

    (2) a strong Canadian dollar, and

    (3) the potentially negative effects of rising interest rates
        on the housing and home renovation markets.


RURAL CELLULAR: March 31 Balance Sheet Upside-Down by $618 Million
------------------------------------------------------------------
Rural Cellular Corporation (NASDAQ:RCCC) reported first quarter
2005 financial results.

Richard P. Ekstrand, President and Chief Executive Officer,
commented: "We are pleased to announce next generation product
availability in all of our regions.  The added functionality and
features are being met with growing demand and increased LSR.
Also affirming our strategy, we are capturing an increasing number
of next generation outcollect minutes in all our regions."

Mr. Ekstrand added, "RCC's financial performance reflects the
transition to our next generation networks, with increases in
service revenue, and includes $46.8 million in EBITDA, which is in
line with our previous guidance."

RCC's first quarter operating highlights reflect:

   -- Continued construction of next generation networks and
      handset transition,

   -- Growing number of next generation roaming minutes, and

   -- Increased service revenue reflecting higher LSR and USF
      payments.

                     Revenue and Customers

Service Revenue

The Company's service revenue increased 6.9% to $94.7 million for
the quarter. This increase resulted from LSR increasing to $47 for
the quarter compared to $43 last year.  Driving the higher LSR
were increased access and features revenue together with increased
USF payments.  These payments were $8.4 million during the first
quarter of 2005 compared to $2.8 million last year.  The Company's
customer pass-through charges were $3.4 million during the quarter
compared to $2.4 million for 2004.

Customers

Reflecting the strong demand for next generation technology, the
Company's postpaid gross customer additions increased to
approximately 43,000, compared to 39,000 in 2004.  Additionally,
migrations to GSM and CDMA handsets during the quarter were
approximately 56,000. Last year, the Company upgraded 30,000 TDMA
handsets during the quarter. RCC's total customers were 726,747 at
March 31, 2005 compared to 729,811 at December 31, 2004. Affecting
the Company's customer churn this quarter were TDMA customer
service challenges in its Northeast and Northwest regions. The
Company believes the primary drivers for this churn are technical
issues on its TDMA network and the saturation of its call centers
resulting from activations and migrations, and other calls dealing
with billing and technical questions.

Roaming Revenue

During the first quarter, 57% of the Company's roaming minutes
came from next generation technology compared to less than half of
total roaming minutes during the fourth quarter of 2004. Roaming
revenue of $19.6 million reflects the decline in roaming yield to
$0.14 per minute in 2005 compared to $0.18 per minute in 2004.
Impacting roaming revenue during the quarter was the accelerated
transition by the Company's national roaming partners to next
generation technology handsets. The Company believes it did not
capture available roaming revenue, primarily in its South region,
due to the next generation handset conversion of its roaming
partners, which was ahead of RCC's next generation network
overlays.

Also contributing to the decline was the effect of the transfer of
the Northwest Region Oregon 4 service area to AWE on March 1,
2004. During January and February of 2004, the Oregon 4 service
area provided approximately $2.5 million of roaming revenue.

Equipment Subsidy

Reflecting strong customer demand for next generation products,
the Company's net per customer subsidy this quarter declined 14%
to $53 compared to last year. Equipment revenue increased 63.9% to
$9.1 million for 2005. Cost of equipment sales increased 44.3% to
$14.4 million for 2005.

                      Operating Costs

Network Cost

RCC's network cost for first quarter of 2005 increased 13.7% to
$26.7 million, reflecting additional costs of operating multiple
networks (analog, TDMA and next generation networks), increased
incollect expense, and 104 cell sites newly activated since March
31, 2004. Per minute incollect cost for the first quarter of 2005
was approximately $0.12 per minute compared to $0.13 last year.

Selling, General and Administrative

During the first quarter of 2005, SG&A increased 16.7% to $35.5
million. The increase primarily reflects sales and marketing costs
increasing 21.1% to $14.9 million from the market launch of next-
generation technology products. Also contributing to the increase
in SG&A was a 39.5% increase in regulatory pass-through fees to
$3.4 million.

Interest Expense

Interest expense for 2005 decreased 22.1% to $42.7 million. The
decrease primarily reflects the $11.8 million write-off of debt
issuance costs under our former credit agreement in March 2004.
RCC did not repurchase preferred securities during the first
quarter of 2005.

            Network Construction and Capital Expenditures

Capital expenditures for the first quarter were approximately
$26.1 million, reflecting the activation of new cell sites for its
next-generation networks together with other network overlay,
edge-out and expansion efforts in all regions. RCC anticipates
total capital expenditures for 2005 to be approximately $100
million.

                        About the Company

Rural Cellular Corporation, based in Alexandria, Minnesota,
provides wireless communication services to Midwest, Northeast,
South and Northwest markets located in 15 states.

At March 31, 2005, Rural Cellular's balance sheet showed a
$617,901,000 stockholders' deficit, compared to a $596,338,000
deficit at Dec. 31, 2004.


SPANISH BROADCASTING: Moody's Rates $425M New Debts at Low-B
------------------------------------------------------------
Moody's Investors Service upgraded the long-term ratings of
Spanish Broadcasting System, Inc.  Additionally, Moody's assigned
B1 ratings to Spanish Broadcasting System, Inc.'s first lien
senior secured credit facilities ($25 million first lien revolving
credit facility and $300 million first lien term loan) and a B2
rating to the $100 million second lien term loan.  The rating
outlook is stable.

The upgrade reflects the expectation of meaningful deleveraging
and improvement in operating opportunities going forward, balanced
by a still high debt burden and aggressive acquisition strategy.

Moody's has assigned these ratings:

   * a B1 rating to the $25 million first lien revolving credit
     facility

   * a B1 rating to the $300 million first lien term loan

   * a B2 rating to the $100 million second lien term loan

Moody's has upgraded these ratings:

   * the $75 million of Cumulative Exchangeable Redeemable
     Preferred Stock to Caa1 from Caa2

   * the senior implied rating to B1 from B2, and

   * the senior unsecured issuer rating to B2 from B3.

The outlook is stable.

Proceeds from the transaction and cash on hand will be used to
repay the company's $335 million 9-5/8% senior subordinated notes
due 2009 and the existing senior secured credit facilities.
Following the refinancing, Moody's will withdraw its ratings on
these issues.  The transaction results in no incremental leverage.

The upgrade reflects SBS's more conservative capitalization, the
resulting reduction in debt service, and an improved liquidity
position, following the close of pending non-strategic asset
divestitures (4 stations for aggregate gross proceeds of
$202 million).  The upgrade also incorporates Moody's view that
SBS's strategic alliance with Viacom is a credit positive,
analogous to an equity infusion in the company (10% equity
investment in SBS).  This partnership marks a departure from SBS'
previous debt-financed acquisition strategy, as SBS acquired an
additional radio station in the San Francisco area without the
incurrence of any incremental debt.  The upgrade also recognizes
the strength of media giant, Viacom, as a financially conservative
partner and the potential benefit to SBS through cross-promotional
efforts on Viacom's CBS network and outdoor advertising
properties.

The company's ratings continue to benefit from the significant
underlying asset value of its large market radio stations which
provide ample coverage of total debt and preferred, even in the
most reasonable downside scenarios.  Additionally, SBS' ratings
are supported by management's successful track record for
improving operations and cash flow at its acquired stations.  The
fundamentally favorable economic and demographic trends within the
Hispanic market and the increase in advertising targeting
Hispanics continue to provide SBS with growth.

Despite anticipated debt reduction efforts, SBS remains highly
leveraged and SBS' ratings incorporate the likelihood that the
company's aggressive acquisition strategy will persist.  SBS
operates in highly competitive urban markets.  While SBS evidences
a proven track-record, maintaining profitable growth may be
challenging as programming costs and marketing expenditures
increase in response to competition, often from better capitalized
companies (especially in the LA market).  SBS will remain
vulnerable to the concentration of its cash flows and potential
economic fluctuations in its three larger markets - NY, Miami and
LA (at 30%, 25% and 24% of revenues, respectively).

The stable outlook incorporates the likelihood that SBS will
continue to grow revenues and improve profitability of existing
and newly acquired stations.  The ratings may enjoy further
positive ratings momentum, if SBS remains focused on permanent
debt reduction, favoring the use of its free cash flow and
proceeds from pending asset sales to maintain leverage at or below
5 times total debt and preferred-to cash flow going forward.
However, to the extent that the company uses debt to finance
additional acquisitions or strategic diversification (e.g. Spanish
language TV) and this increases leverage above current levels, the
outlook may be revised to negative.

Pro forma for the proposed transaction and asset sales, SBS's
total debt-to-EBITDA is about 7.6 times and total debt +
preferred-to-EBITDA is about 9 times for YE2004.  Moody's expects
leverage and interest coverage to improve meaningfully in the near
term as the company intends to use $120 million of cash proceeds
from pending asset sales to paydown their existing debt,
strengthening SBS' balance sheet and financial flexibility.
Additionally, Moody's expects leverage to further improve over
time, as the acquired stations are integrated improving margins at
these more developed stations.  Moody's believes that SBS's
sizeable pro forma cash balance of approximately $53 million
provides the company with good liquidity.

The B1 ratings on SBS's $325 million in senior secured first lien
credit facilities reflects the senior-most position of this class
of debt and the debt protection measures provided by the credit
agreement.  The facilities are secured by all of the capital stock
and assets of the borrower and its subsidiaries, and also benefit
from subsidiary guarantees (excluding certain Puerto Rico
subsidiaries).  The B2 rating on the $100 million in senior
secured second lien term loan reflects their second-priority claim
to the company's assets.  The Caa1 rating on the existing
preferred stock reflects their junior position to senior secured
debt in the capital structure.

Spanish Broadcasting, based in Miami, Florida, currently owns and
operates 20 radio stations targeting the Hispanic radio audience.


SPIEGEL INC: Can File Senior Debt Financing Letters Under Seal
--------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Southern
District of New York approved Spiegel Inc. and its debtor-
affiliates' work fee letters with GE Corporate Financial Services,
Inc., Credit Suisse First Boston LLC, and JPMorgan Chase Bank,
N.A., dated March 22, 2005.  The Debtors continued their
negotiations with the Prospective Lenders who performed due
diligence regarding the provision of a Senior Debt Facility to
Eddie Bauer, Inc., as would be reorganized pursuant to the
Debtors' Chapter 11 plan of reorganization.

As a result of those negotiations, Spiegel, Inc., Eddie Bauer,
JPMorgan Securities Inc., JPMorgan Chase Bank, General Electric
Capital Corporation, and CSFB have entered into a commitment
letter, pursuant to which:

    (a) JPMorgan Chase Bank has severally committed to provide
        $150 million for the Senior Debt Facility;

    (b) GECC will lend $90 million of the Senior Debt Facility;
        and

    (c) CSFB has committed to provide $60 million of the Senior
        Debt Facility.

Marc B. Hankin, Esq., at Shearman & Sterling LLP, in New York,
informs the Court that the Senior Debt Facility will consist of a
six-year $300 million term loan facility.  The Loans will be
repayable in quarterly installments for each 12-month period
following the closing date of the Senior Debt Facility, and will
be made in a single drawing on the Closing Date.

Mr. Hankin discloses that JPMorgan Securities and GECC Capital
Markets Group, Inc., are willing to act as joint lead arrangers
and joint bookrunners for the Senior Debt Facility.  In addition,
JPMorgan Chase Bank is willing to act as the administrative
agent, GECC as the syndication agent, and CSFB as the
documentation agent.

Each of the Joint Lead Arrangers intends to syndicate the Senior
Debt Facility to a group of lenders to be identified by the Joint
Lead Arrangers in consultation with the Debtors, Mr. Hankin
relates.

The Commitment Letter also obligates Spiegel and Eddie Bauer to
jointly and severally indemnify the Commitment Parties and
certain other related parties from and against claims and causes
of action arising out of the Commitment Letter, the Senior Debt
Facility, and the Debtors' Chapter 11 cases.  In no event will
that indemnification provision apply to losses, claims, damages,
liabilities or related expenses to the extent they are found by a
final, non-appealable judgment of a court to arise from the
willful misconduct or gross negligence of the indemnified person.

Spiegel, Eddie Bauer, JPMorgan Securities, JPMorgan Chase Bank,
GECC, and CSFB have also entered into an underwriting fee letter.
In addition, Spiegel, Eddie Bauer, JPMorgan Securities and
JPMorgan Chase Bank have entered into an administrative fee
letter.  The Fee Letters specify the fees and expenses to be paid
by the Debtors in consideration for the commitments and
agreements of the Commitment Parties under the Commitment Letter.

According to Mr. Hankin, the Administration Fee Letter calls for
an annual administration fee, which fee will be payable in
advance commencing on the Closing Date of the Senior Debt
Facility and thereafter, until all amounts owed are paid in full.

Pursuant to the Underwriting Fee Letter, one-half of the fees
provided for will be fully earned and non-refundable on the date
that the order approving the Debtors' request becomes final.  The
remaining portion of those fees will be earned and payable on the
Senior Debt Facility Closing Date.

The Fee Letters and the Commitment Letter also provide for the
reimbursement of reasonable out-of-pocket expenses incurred by
the Commitment Parties in connection with the contemplated
transactions.  The Debtors have agreed that the fees and expenses
set forth in the Commitment Letter and the Fee Letters will
constitute allowed administrative expense claims against them
pursuant to Sections 503(b) and 507(a)(1) of the Bankruptcy Code,
whether or not the Senior Debt Facility is consummated.

Accordingly, the Debtors sought and obtained Judge Lifland's
permission to enter into and perform under the Commitment Letter
and Fee Letters and pay the corresponding fees and expenses.

A full-text copy of the Commitment Letter is available for free
at http://bankrupt.com/misc/Commitment_Letter.pdf

Mr. Hankin says that the Fee Letters contain detailed proprietary
information concerning the payable fees.  That information is
generally considered by the Commitment Parties, as well as the
investment banking and finance lending industry as a whole, to be
highly valuable and confidential information that is not
generally disclosed to the public, or otherwise made accessible
to competing financial institutions.  The Debtors attest that the
fees and fee structure set forth in the Fee Letters are
competitive, fair and reasonable for financings, and in
accordance with the customary practice in the finance lending
industry from which the Debtors are seeking the Senior Debt
Facility.

Consequently, pursuant to Section 107(b) of the Bankruptcy Code
and Rule 9018 of the Federal Rules of Bankruptcy Procedure, the
Court authorized the Debtors to file the Fee Letters under seal.
The Fee Letters will not be made available to anyone other than
the Court, the United States Trustee and the Creditors Committee.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


STAR GAS: Moody's Confirms Junk Ratings After Review
----------------------------------------------------
Moody's Investors Service confirmed the Caa1 senior implied rating
and the Caa3 notes rating for Star Gas Partners.  This ratings
action concludes our review of the ratings.

The current ratings reflect:

   (1) the continued weakness in the company's base heating oil
       business evidenced by three years of declining EBITDA
       trends resulting from still high attrition rates, customer
       conservation, still high operating costs, inherent margin
       volatility, and intense competition;

   (2) the uncertainty surrounding whether the company will use
       the excess cash proceeds from the sale of the propane
       business to tender for the senior notes;

   (3) readily accessible liquidity sources aside from the excess
       sales proceeds that can easily accommodate very high
       wholesale heating oil prices through the next heating
       season, coupon on the senior notes and ongoing operational
       needs;

   (4) the potential impact of shareholder litigation; and

   (5) the need for continued improvement in information flow from
       senior management.

The ratings are supported by a new management team that has
significant operating experience and the company's position as the
largest heating oil distribution company in the U.S.

The negative outlook reflects the near term expectation that
volumes will likely continue to decline given continued customer
attrition and conservation rates.  Though there has been an
improvement in operating performance in Q2'05:

   (1) the new strategic plan implemented by management still
needs to clearly demonstrate a sustainable improvement in earnings
and cash flow through the next heating season;

   (2) no clear plan for permanent debt reduction and better
working capital management which continues to put pressure on the
current capital structure; and

   (3) that the shareholder lawsuits will not have a material
impact on the company.

A stable outlook would require management to demonstrate that it
has achieved at least some degree of sustained stability of the
operations and that there is a significant reduction of debt or at
least a catalyst for debt reduction before any additional value is
lost to bondholders.

Upon the sale of the propane business in December 2004, the
company reported that it recognized approximately $146 million of
excess proceeds (as defined under the indenture).  Though the
indenture permits up to a year to either tender for a portion of
the 10.25% senior unsecured notes or invest in new assets, it was
Moody's understanding that the company originally intended to
tender for the notes for an amount equal to the excess sales
proceeds as soon as possible.  However, the company has reported
that it had used approximately $54 million of the cash to fund
working capital needs despite obtaining a new credit facility in
December 2004 and has not given any clear indication on whether
they will ultimately tender for the notes at all.

While the company had the cash on hand to supplement its funding
sources, it does however, indicate that the company's working
capital needs have been underestimated for outlier price spikes
and that the company's cash burn rate appears to be far outpacing
cash inflows to date.  Under the new credit facility, the company
either had to meet a 1.1x fixed charge coverage test or leave at
least $25 million available under the facility.  Since the company
has not been able to meet the coverage test thus far, it has to
leave $25 million undrawn and thus has significantly relied on a
portion of the cash proceeds to fund the spike in working capital.

The underlying heating oil business has been on a significant
decline for the past three years with that trend expected to
continue through this year as signaled by the Q2'05 earnings
announcement.  The company reported EBITDA for the quarter is
reportedly $62 million, adjusted for the $67 million goodwill
write-off and $3.1 million associated with the severance of the
former CEO.  While this figure has quickly and substantially
improved over Q1'05 EBITDA of $0, it is still about $11 million
lower than the same quarter a year ago.  Given that the last two
quarters of the fiscal year are negative quarters, Moody's
estimates Star Gas' EBITDA (adjusted for no-recurring items) for
FYE 9/30/05 will range between $10 million and $20 million.  Even
at the high end of these estimates, Star Gas would still be
approximately more than 60% lower than FY 2004 EBITDA levels and
would result in the third consecutive year of declines in this
business.

The company reported debt of $401.4 million at 3/31/05, which
includes the $265 million par value of 10.25% senior notes at the
MLP and approximately $133 million of borrowings and $49.2 million
of L/C's under the operating partnership's $260 million credit
facility, leaving $57.6 million available under the facility.

Near-term liquidity appears adequate to cover expected capex of
about $1.4 million during the next two quarters and the next bond
coupon payment of $13.6 million due 8/15/05.  Liquidity cover is
provided by cash on hand of about $105 million, which includes
retention of the excess propane sales proceeds of approximately
$92 million.  The company is also heading into the end of the
heating season where receivables are collected and thus result in
much lower working capital borrowings.  However, if the company
does use the excess cash proceeds to tender for the notes, the
company's liquidity position heading into next heating season
could be strained if wholesale prices spike again as they did this
year.

As a result continued attrition rates of around 6.5% and customer
conservation, volumes have decreased by 46.3 million gallons
through the first six months of this year versus last year which
is a 10.7% decline from a year ago.  While Moody's believes that
volume trends had recovered a bit during the last couple of
months, the long-term sustainability of this trend is questionable
at this point.

On a positive note, margins appeared to have recovered as the
company reported margins of about $.60/gallon, which is greatly
improved from the $0.52 reported for the previous quarter.  This
was partially due to the structuring of new customer contracts to
be more market based for the remainder of this year before locking
in more fixed rate contracts closer to next year's heating season.

The notes remained two notched below the senior implied rating to
reflect their subordinated position at the holding company level
relative to the secured working capital facility lenders which are
collateralized by essentially all of the assets of the operating
subsidiary.  The senior notes also lack a guarantee by the
operating subsidiary.

Moody's ratings for Star Gas Partners, L.P. are:

   * Caa1 -- senior implied rating
   * Caa3 -- 10.25% senior unsecured notes due 2013

Star Gas Partners, L.P. is headquartered in Stamford, Connecticut.


TECHNEGLAS INC: Has Exclusive Right to File Plan Until Aug. 29
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
extended the time period during which Techneglas, Inc., and its
debtor-affiliates, have the exclusive right to file a chapter 11
plan through and including Aug. 29, 2005.  The Debtors have until
Oct. 26, 2005, to solicit acceptances of that plan from their
creditors.

The Debtors gave the Court three reasons why the extension is
warranted:

   a) the Debtor's chapter 11 case are large and complex,
      presenting a substantial number of legal questions and
      challenges in the areas of bankruptcy, real estate,
      corporate, labor, and environmental, and over $137 million
      in assets and over $336 million in debts;

   b) the Debtors have addressed many of the material issues
      facing their estates, including claims resolutions, post-
      petition financing, asset sale and disposition, executory
      contracts and unexpired nonresidential leases, and
      environmental issues related to their operations; and

   c) the Debtors are current on all their post-petition
      obligations and they are working with the Creditors
      Committee and other parties in interest in working towards a
      consensual plan of reorganization.

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on Sept. 1, 2004
(Bankr. S.D. Ohio Case No. 04-63788).  David L. Eaton, Esq., Kelly
K. Frazier, Esq., and Marc J. Carmel, Esq., at Kirkland & Ellis,
and Brenda K. Bowers, Esq., Robert J. Sidman, Esq., at Vorys,
Sater, Seymour and Pease LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $137 million and
total debts of $336 million.


TRANMONTAIGNE INC: Earns $47.1 Million of Net Income in 4th Qtr.
----------------------------------------------------------------
TransMontaigne Inc. (NYSE:TMG) reported financial results for the
three and nine months ended March 31, 2005.  The Company filed its
Quarterly Report on Form 10-Q with the Securities and Exchange
Commission.

Revenues for the three months ended March 31, 2005, were
approximately $2.7 billion, as compared to approximately
$3.1 billion for the comparable period in the prior year.  The
decrease in revenues is due to a decrease in delivered volumes
offset by an increase in commodity prices.  Net operating margins
for the three months ended March 31, 2005, were approximately
$84.5 million compared to approximately $42.8 million for the
three months ended March 31, 2004.  Net earnings for the three
months ended March 31, 2005, were approximately $47.1 million, as
compared to approximately $18.4 million for the three months ended
March 31, 2004.  Net operating margins and net earnings for both
periods were impacted by inventory gains recognized, inventory
gains deferred, gains on forward purchase commitments prior to
receipt of the product, and lower of cost or market adjustments.
TransMontaigne believes that "adjusted net operating margins" and
"adjusted operating income," which eliminate the impact of these
inventory-related adjustments, are useful measures to evaluate and
compare performance between reporting periods.

Adjusted operating income for three months ended March 31, 2005
and 2004 was approximately $23.2 million and $13.1 million,
respectively.

Adjusted net operating margins for the supply, distribution and
marketing segment for the three months ended March 31, 2005, were
approximately $19.3 million, as compared to $12.0 million during
the three months ended March 31, 2004.  Light oil marketing
margins were $7.9 million and $10.3 million during the three
months ended March 31, 2005 and 2004, respectively.  The decrease
in light oil marketing margins is due principally to a decrease in
delivered volumes of approximately 64,000 barrels per day.  The
Coastal Fuels assets contributed heavy oil margins of
approximately $3.0 million and $5.4 million during the three
months ended March 31, 2005 and 2004, respectively.  The decrease
in heavy oil margins is due principally to higher per unit
procurement costs during 2005 as compared to 2004.  The adjusted
net operating margins from our supply chain management services
increased to approximately $6.1 million during the three months
ended March 31, 2005, from approximately $2.8 million for the
comparable period in 2003, due principally to a increase in unit
margins and additional volumes delivered to our existing customer
base.  The adjusted net operating margins (deficiencies) from our
bulk and procurement activities and other increased to
approximately $2.5 million in the three months ended March 31,
2005, as compared to approximately $(4.0) million in the three
months ended March 31, 2004, due principally to a favorable spread
between the cash market and the prompt month NYMEX futures
contract during the liquidation of our inventory volumes.  The
adjusted net operating margins from our trading activities were
due principally to short positions taken in the NYMEX options
market in anticipation of declining commodity prices.

The net operating margins from our terminals, pipelines, tugs and
barges were approximately $13.8 million for the three months ended
March 31, 2005, as compared to approximately $11.6 million for the
three months ended March 31, 2004.  The increase in net operating
margins is due principally to an increase in the net margins at
our Historical Facilities of approximately $1.5 million and
approximately $0.7 million at our Coastal Fuels assets.

Selling, general and administrative expenses for the three months
ended March 31, 2005 and 2004, were approximately $9.9 million and
$10.5 million, respectively.  The decrease in selling, general and
administrative expenses is due principally to a decrease in wages
and employee benefits expense resulting from a reduction in head
count.

                     Product Supply Agreement

On November 4, 2004, we executed a product supply agreement with
Morgan Stanley Capital Group Inc.  The product supply agreement
expires on December 31, 2011, subject to provisions for early
termination.  Under the terms of the product supply agreement,
MSCG is our principal supplier of gasoline and distillate to our
existing marketing and distribution business at terminals
connected to the Colonial and Plantation Pipelines and our Florida
waterborne terminals.  Product that we purchase from MSCG is at
market-based rates.  MSCG began supplying certain of our terminals
during January 2005 with complete implementation during February
2005.  We accept title and risk of loss to the products from MSCG
upon discharge of the products from the delivering pipelines and
vessels into our tank storage capacity at the respective
terminals.

On November 23, 2004, in connection with the closing of the
product supply agreement and as partial consideration for MSCG
entering into the product supply agreement, the Company issued
warrants to MSCG to purchase 5.5 million shares of TransMontaigne
Inc. common stock at an exercise price equal to $6.60 per share,
subject to adjustments in accordance with the terms and conditions
of the warrant certificate.

Pursuant to the terms of the MSCG supply agreement, the per unit
cost of the products are determined prior to their actual delivery
to our terminals.  During declining commodity prices, the Company
will recognize losses between the pricing date and the date of
receipt.  Conversely, during rising commodity prices, the Company
will recognize gains between the date the product is priced and
the date of its receipt.  Because of the significant increase in
commodity prices experienced during the three months ended
March 31, 2005, the Company recognized approximately $36.6 million
on approximately 3.0 million barrels, which represents the average
volume of barrels priced but not yet delivered to our terminals.
Pursuant to our current risk management strategies, we generally
do not manage the commodity price risk associated with these in-
transit volumes that are supplied by MSCG to us at our terminals.

TransMontaigne Inc. -- http://www.transmontaigne.com/-- is a
refined petroleum products marketing and distribution company
based in Denver, Colorado with operations in the United States,
primarily in the Gulf Coast, Midwest and East Coast regions. The
Company's principal activities consist of (i) terminal, pipeline,
and tug and barge operations, (ii) marketing and distribution, and
(iii) supply chain management services. The Company's customers
include refiners, wholesalers, distributors, marketers, and
industrial and commercial end-users of refined petroleum products.

                          *     *     *

Moody's Investors Service and Standard & Poor's assigned single-B
ratings to Transmontaigne Inc.'s $200 million 9-1/8% senior
subordinated notes due June 1, 2010.


TRUMP HOTELS: Masque Publishing Objects to $0 Cure Amount
---------------------------------------------------------
Pursuant to the assumption schedule attached to Trump Hotels &
Casino Resorts, Inc., and its debtor-affiliates' Plan of
Reorganization, the Debtors assumed their license agreements with
Masque Publishing, Inc.  The Debtors listed $0 as cure amount.
Masque objects to the Cure Amount.

Under the License Agreements, the Debtors are granted the right
to use Masque's patented casino table -- Spanish 21.  Trump
Marina Associates also used Masque's "Match the Dealer"
trademark.  The Debtors are required to pay a monthly license fee
to Masque.  Either party can terminate the License Agreements
without cause upon written notice to the other party.

Due to the play by their customers at Spanish 21 or Match the
Dealer, the Debtors receive substantial revenues, Masque General
Counsel David F. Zinger asserts.  "These Debtors benefit from the
License Agreements on a continuous monthly basis."

In view of the on-going benefit enjoyed by the Debtors, Masque
believes that the Cure Amount should not be $0.  Mr. Zinger tells
the Court that "Masque should be paid the full amount required by
the License Agreements and as set out in the monthly invoices
sent to the Debtors. . . ."

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.  The Court confirmed the Debtors' Second Amended Plan of
Reorganization on Apr. 5, 2005.


UAL CORP: Creditors' Committee Supports PBGC Agreement
------------------------------------------------------
After intensive, good faith, arm's-length negotiations, UAL
Corporation and its debtor-affiliates and the Pension Benefit
Guaranty Corporation have reached a global settlement for the
defined benefit pension plans.  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, in Chicago, Illinois, informs the U.S.
Bankruptcy Court for the Northern District of Illinois that the
Agreement will consensually resolve all issues with the PBGC and
avoid an Employee Retirement Income Security Act distress
termination.  There will be no need for minimum funding
contribution hearings and the focus of the upcoming Section 1113
trial will be narrowed.  The Agreement will accelerate the
Debtors' efforts to implement labor and non-labor cost savings and
productivity improvements.  The Agreement will enable the Debtors
to exit bankruptcy as a sustainable and profitable enterprise for
the long-term, Mr. Sprayregen says.

                         Financial Terms

Pursuant to the Agreement, under the Debtors' proposed plan of
reorganization, the PBGC will receive:

  1) $500,000,000 of 6% Senior Subordinated Notes with a 25-year
     term.  The Senior Notes are payable in kind through 2011
     and payable in cash thereafter;

  2) $500,000,000 of 8% Contingent Senior Subordinated Notes,
     issued in up to eight tranches of $62,500,000, each with a
     15-year term.  No tranche may be issued until December 31,
     2009.  Tranches will be issued within 45 days after the
     Debtors report LTM EBITDAR of at least $3,500,000,000, with
     no more than two tranches issued in a single year; and

  3) $500,000,000 of 2% Convertible Preferred Stock with a 15-
     year term, payable in kind, semi-annually in arrears.  The
     Debtors will issue 5,000,000 Shares, worth $100 per share.
     The Shares may be converted at 125% of the average closing
     price of the Common Stock for the first 60 days after Exit
     Date.  The Shares may be converted after the 2nd anniversary
     of issuance.

The Agreement incorporates a Safety Valve, whereby if the
provisions are hindering the Debtors' ability to obtain exit
financing, the parties may modify the terms of the Securities,
namely to eliminate convertibility into common or preferred stock
of Reorganized UAL.  However, the economic value of the modified
Securities must remain the same.

                   Termination of Pension Plans

Pursuant to the Agreement, the Pilot Plan, the Flight Attendant
Plan, the Ground Plan and the Management, Administrative and
Public Contract Employee Plan will be terminated.  The PBGC will
become statutory trustee of each Pension Plan.  The Debtors will
seek to terminate Independent Fiduciary Services, Inc., as plan
administrator.  The PBGC retains the right to seek a December 30,
2004 Termination Date for all plans.  The proposed Termination
Dates are:

  a) Flight Attendant and MA&PC Plans -- five business days after
     the PBGC's Notice of Determination;

  b) Ground Plan -- March 11, 2005; and

  c) Pilot Plan -- to be mutually determined with no restriction
     on the PBGC's right to seek December 30, 2004, as the
     Termination Date.

Prior to the Termination Date, the Variable Plan will be merged
into the MA&PC Plan.  The amount that the Variable Plan is
overfunded will reduce the face amount of the Senior Notes, on a
dollar for dollar basis.  This mechanism will allow the Debtors
to recapture approximately $20,000,000 in overfunding of the
Variable Plan within the next several years.

Upon termination, the Debtors and the PBGC will cooperate to:

  a) seek Court authority to execute termination and trusteeship
     agreements;

  b) seek the termination and discharge of IFS's rights or
     obligations; and

  c) cooperate in any federal court action if Judge Wedoff does
     not approve the termination and trusteeship agreements.

The Debtors will no longer have a plan administrator, fiduciary
or similar obligations connected to the Pension Plans.  The
Debtors may not establish new ERISA-qualified defined benefit
plans for 10 years after the effective date of a plan of
reorganization.

                               Claims

Pursuant to the Agreement, the PBGC will:

  1) have a single, prepetition, general, unsecured, unfunded
     liability claim against United Air Lines, Inc., in an amount
     to be determined under PBGC regulations;

  2) settle and release all claims against the Debtors arising
     from the minimum funding contributions;

  3) release the Debtors for any claims for PBGC insurance
     premiums, including interest and penalties; and

  4) release all other claims against the Debtors.

At the Debtors' election, the PBGC will assign 45% of any
distribution for its claims.  On the Effective Date, the Debtors
will reimburse the PBGC for outside professional's fees and
actual out-of-pocket expenses, with a cap of $7,000,000.

                        What the Debtors Get

The PBGC will dismiss with prejudice its appeal of the order
approving the Air Line Pilots Association Revised Letter
Agreement.  The PBGC will "affirmatively support" the Debtors'
restructuring activities and positions in these proceedings and
the plan of reorganization.  The PBGC will release its claims
against the Debtors, namely:

  1) over $990,000,000 in asserted administrative claims for the
     Debtors' failure to make minimum funding contributions;

  2) an alleged joint and several liability claim against United
     Loyalty Services, Inc., with a real dollar value of
     $241,000,000;

  3) an alleged $95,000,000 claim against three non-debtor
     affiliates based on joint and several liability;

  4) an alleged $386,000,000 claim under a stipulation with the
     United States of America, with $20,000,000 as a secured
     set-off claim and $366,000,000 as an administrative claim;
     and

  5) $8,000,000 worth of alleged administrative claims based on
      the Debtors' late payment of PBGC insurance premiums.

             The Court Should Approve the Agreement

The Agreement is a linchpin in the Debtors' efforts to obtain
$2,000,000,000 to $2,500,000,000 in financing commitments to exit
from bankruptcy.  Mr. Sprayregen estimates that the Agreement
will save the Debtors $4,400,000,000 in minimum required cash
contributions over the next six years and $1,300,000,000 for 2005
alone.  The Debtors will be released from over $990,000,000 in
alleged administrative minimum funding contribution claims and
almost $800,000,000 in other alleged administrative claims.

The dollar for dollar mechanism employed in the Variable Plan
merger will benefit the estates.  Without the Agreement, the
$20,000,000 recapture would not be possible, requiring the
Debtors to pay significant excise taxes.

There is no question that the Agreement will benefit the Debtors'
estates, Mr. Sprayregen says.  The Agreement equitably and
consensually resolves the contentious pension issues that have
impeded the Debtors' reorganization since July 2004.

Although the Agreement is subject to Court approval, the parties
agree that judicial approval will be in the same manner as the
April 30, 2003 collective bargaining agreements, thus preserving
various third party rights to object to various aspects of the
Agreement in the context of plan confirmation.

Bradley Belt, Executive Director at the PBGC, signs the
Agreement.

A full-text copy of the PBGC Agreement is available for free at
the Securities and Exchange Commission at:


http://www.sec.gov/Archives/edgar/data/100517/000010051705000011/ualpbgc.htm

                          Objections

(1) AMFA

The Aircraft Mechanics Fraternal Association objects to the
Debtors' Agreement with the Pension Benefit Guaranty Corporation
because the Debtors have not complied with the statutory
requirement to provide notice of intent to terminate.  Pursuant to
29 U.S.C. Section 1341(c)(1)(A), a single-employer plan may
terminate under a distress termination only if the plan
administrator provides a 60-day advance notice of intent to
terminate.  The Debtors acknowledge not fulfilling this
requirement, and attempt to assure the Court that they "will
issue such notices shortly."  However, Scott C. Petersen, Esq.,
at Seham, Seham, Meltz & Petersen, in Kingwood, Texas, says that
because the Debtors have not complied with the notice
requirements, they are not entitled to a distress termination.

Mr. Petersen also points out that the Debtors' proposed
termination would violate the terms and conditions of the
collective bargaining agreement with the AMFA.  The AMFA has
filed two grievances over the Debtors' failure to fund the
pension plan and its intent to terminate the plan.  Mr. Petersen
states that the grievances must be arbitrated before the Debtors
may proceed with the distress termination.

The Debtors have not considered all available alternatives to
pension termination.  Mr. Petersen notes that on April 20, the
U.S. Senate introduced the Employee Pension Preservation Act of
2005, which aims to allow airlines to fully fund all past and
future pension obligations over a 25-year amortization period.
The Debtors have not considered this legislation as an
alternative to termination of the existing pension plans.  Since
the Debtors do not plan to exit Chapter 11 until the Fall, the
Court should compel the Debtors to await a legislative solution.

(2) IAM

Sharon L. Levine, Esq., at Lowenstein Sandler, in Roseland, New
Jersey, on behalf of the International Association of Machinists
and Aerospace Workers, says the Agreement is counterproductive
because it will:

  (a) deprive the Debtors of flexibility during the
      reorganization process;

  (b) place the PBGC in a privileged position relative to other
      unsecured creditors;

  (c) commit the PBGC to support the Debtors' reorganization
      plan; and

  (d) dilute the value in the estate available for distribution
      to other unsecured creditors.

Ms. Levine labels the Agreement with the PBGC "a sub rosa plan."
By issuing $1,500,000,000 of debt and preferred equity securities
to the PBGC, the Agreement locks the reorganized Debtors' capital
structure into place long before a plan of reorganization is
subjected to the procedural requirements of the Bankruptcy Code.
To receive the $1,500,000,000, the PBGC must unwaveringly support
the Debtors' future actions, effectively committing the PBGC to
back the Debtors' future efforts in these proceedings.

Ms. Levine states that the IAM and the Debtors tried to reach
consensual modifications to their collective bargaining
agreements.  The IAM wanted to explore all viable alternatives to
pension termination.  The Debtors represented that they would
consider any alternatives and negotiate with the IAM in good
faith.  However, the "negotiations have not gone well," Ms.
Levine informs the Court.  The Debtors, in their zeal to
terminate and replace their pension plans, have refused to
negotiate in good faith with the IAM.  The Debtors promised to
spin off the IAM-represented beneficiaries under the pension
plans into a stand alone plan.  Instead, the Debtors rejected
every alternative to termination and replacement proposed by
the IAM.

The IAM also accuses the Debtors of using the Agreement to lock
up the PBGC's vote for the eventual plan of reorganization.
Further strengthening the Debtors' hand, the Agreement will
increase the PBGC's voting power by inflating its unsecured
claim.

Ms. Levine tells Judge Wedoff that a reorganization plan or
financing proposal may come from other constituencies or contain
other funding structures, including control capital as opposed to
secured debt financing.  The Agreement drastically reduces the
likelihood that alternative solutions will come to fruition.
Accordingly, the Agreement should not be approved.

(3) Indenture Trustees

U.S. Bank, HSBC Bank USA and the Bank of New York, represent
$165,000,000, $985,000,000 and $2,100,000,000 of the Debtors'
outstanding principal bond indebtedness.  Patrick J. McLaughlin,
Esq., at Dorsey & Whitney, in Minneapolis, Minnesota, asserts
that certain aspects of the PBGC Agreement are inappropriate and
represent potentially unlawful and unfair discrimination among
creditors.  The "the outrageous and unprecedented" Agreement, Mr.
McLaughlin says, will allow the Debtors to improperly manipulate
the confirmation process.

The parties have calculated the PBGC's $9,800,000,000 Unfunded
Liability Claim by using "PBGC regulations."  Mr. McLaughlin says
that this sum violates the Bankruptcy Code to the extent that it
inflates the allowed amount of the Claim.  The Debtors have not
demonstrated the propriety of this amount or offered a basis for
this valuation.  Therefore, the Debtors have not provided
sufficient information to evaluate the Agreement.

Of the $9,800,000,000 Claim, 45% or approximately $4,400,000,000,
is handed back to the Debtors for arbitrary reassignment to other
creditors.  The Debtors have not explained why the PBGC is
willing to give away nearly half the Claim.  Since no
justification is provided, the Indenture Trustees assume that the
claim amount is purposely inflated to provide the Debtors with
the right to prefer one group of creditors over another.  To
prevent misuse, the Court or creditors should be given oversight
of this disbursement.  Otherwise, the Debtors could give
preferred creditors a greater distribution than they would
otherwise be entitled to receive, diluting distributions to other
creditors.

(4) Aircraft Trustees

The Agreement improperly dictates the terms of a future
reorganization and constitutes a sub rosa plan, according to
James E. Spiotto, Esq., at Chapman and Cutler, in Chicago,
Illinois, on behalf of U.S. Bank, Wells Fargo and the Bank of New
York, as Indenture Trustee or Collateral Agent.

The premature concessions offered to the PBGC, Mr. Spiotto
explains, may complicate the Debtors' efforts to develop a plan
that treats their creditor constituencies fairly.  The Agreement
is an overanxious attempt to placate one constituency at the
expense of higher ranked creditors.  A resolution of the PBGC
claims should not be formulated in isolation, but should be
subjected to the rigors of the reorganization plan process.  This
will protect other creditor constituencies who are now ignored.

Mr. Spiotto says the Agreement is prejudicial because it
unilaterally grants securities to the PBGC, while leaving
unresolved the enormous administrative claims of the Trustees,
which are higher in priority than the PBGC's unsecured claims.
The Trustees also have large unsecured claims that will be
diluted due to the Agreement's effect on post-reorganization
equity values.  The Debtors should not be allowed to give away
estate assets to resolve the PBGC claim.

Mr. Spiotto tells Judge Wedoff that the Trustees are getting the
short end of the stick.  The Trustees have over $1,300,000,000 in
first priority administrative claims, exclusive of any claims for
breaches of return conditions.  The Trustees have administrative
claims against the Debtors under the 1997-1 EETC transaction,
which matured prior to the Petition Date.  Under the 1997-1
EETCs, the Debtors owe $300,000,000 in principal plus
$383,000,000 in postpetition interest.

According to Mr. Spiotto, the Debtors' proposed restructuring of
the 1997-1 EETCs illustrates the inequitable treatment given to
the Trustees.  The Debtors propose paying the Trustees only
interest and modest principal reductions through 2011, when a
$110,000,000 principal payment is due.  Conversely, the largely
unsecured PBGC receives preferred stock, which may be converted
into common stock and liquidated, allowing the PBGC to recover
ahead of secured creditors.  Meanwhile, the secured creditors in
the 1997-1 EETC transaction, will remain exposed to liquidation
risk until at least 2011, even though the notes matured
prepetition.

(5) URPBPA

The United Retired Pilots Benefit Protection Association
complains that it is not being treated fairly.  Jack J.
Carriglio, Esq., at Meckler, Bulger & Tilson, in Chicago,
Illinois, explains that the retired pilots gave up compensation
during their working years under the assumption that they and
their families would be provided for in retirement.  The retired
pilots have organized their financial commitments based upon
expected pension income.  Unlike other Americans, retired pilots
are prohibited by law from returning to work in their profession
after mandatory retirement age of 60.

The impact of the Agreement on retired pilots will be dramatic.
About 60% will experience reductions from their current pension
income.  Approximately 17% of retired pilots will lose more than
half of their retirement benefit.  The Agreement will curtail
non-qualified benefits for about 51% of retired pilots.

The Debtors try to portray pension termination as necessary to
obtain exit financing.  The "necessity argument is contrived,"
says Mr. Carriglio.  The business plan is disputed and unproven
and discussions with exit lenders are preliminary at best.  The
Debtors claim to have evaluated all reasonable alternatives to
termination.  However, the Debtors' method of considering
alternatives to termination "is simply to reject all proposals
made to them."

            Creditors Committee Supports the Agreement

In a single-sentence filing, Fruman Jacobson, Esq., at
Sonnenschein, Nath & Rosenthal, in Chicago, Illinois, says that
the Official Committee of Unsecured Creditors supports the
Agreement with the PBGC.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.


UNISOURCE ENERGY: Declares Quarterly Dividend & Elects Directors
----------------------------------------------------------------
The board of directors of UniSource Energy Corp. (NYSE: UNS)
declared a dividend of $0.19 per share of common stock.  The
dividend will be paid on June 10 to shareholders of record as of
May 18, 2005.

James S. Pignatelli, UniSource Energy chairman, president and
chief executive officer, praised the company's recent
accomplishments during today's annual shareholders' meeting at the
Marriott University Park, 880 E. 2nd St., in Tucson.  He also
reported progress on a financial restructuring that will bolster
the company's utility subsidiaries, Tucson Electric Power Co.
(TEP) and UniSource Energy Services (UES).

The financial restructuring is expected to improve TEP's equity to
40 percent under the method used by the Arizona Corporation
Commission, satisfying a goal the commission set in 1999.  The
equity of UNS Gas and UNS Electric -- operating subsidiaries of
UES -- also has been boosted above 40 percent as a result of the
ongoing financial restructuring.

Construction of a new 400-MW coal-fired generator at TEP's
Springerville Generating Station is proceeding ahead of schedule,
Pignatelli reported, and the unit should be online in the third
quarter of 2006.  Mr. Pignatelli also praised TEP's 2004 purchase
of a share of the Luna Energy Facility, a partly constructed gas-
fired power plant that should be complete in the summer of 2006.

During the meeting, shareholders voted to extend the service of
UniSource Energy's current board of directors for another year.
The directors include:

   -- James S. Pignatelli

   -- Lawrence J. Aldrich, general partner of Valley Ventures III,
      LP

   -- Larry W. Bickle, managing director, Haddington Ventures, LLC

   -- Elizabeth T. Bilby, former president, Gourmet Products Inc.

   -- Harold W. Burlingame, senior executive advisor, AT&T
      Wireless Services

   -- John L. Carter, former executive vice president and CFO,
      Burr-Brown Corp.

   -- Robert A. Elliott, president and owner, The Elliott
      Accounting Group

   -- Kenneth Handy, former vice president and CFO, The Permanente
      Medical Group Inc.

   -- Warren Y. Jobe, former senior vice president, Southern Co.

UniSource Energy's primary subsidiaries include Tucson Electric
Power, which provides electric service to more than 375,000
customers in southern Arizona; UniSource Energy Services, an
electric and gas utility serving more than 218,000 customers in
northern and southern Arizona; and Millennium Energy Holdings,
parent company of UniSource Energy's unregulated energy-related
businesses.  More information about UniSource Energy and its
subsidiaries is available at: http://www.UniSourceEnergy.com/

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 14, 2005,
Moody's Investors Service assigned a Senior Implied rating of Ba2
to UniSource Energy Corporation and assigned a rating of Ba2 to
UniSource's proposed $105 million senior secured bank credit
facility.  This is the first time that Moody's has rated
UniSource.

Moody's also upgraded the ratings of UniSource's utility
subsidiary Tucson Electric Power (TEP: senior unsecured to Ba1
from Ba3), concluding the review for upgrade that was initiated on
February 8th.  In addition, Moody's assigned a Baa3 rating to
TEP's proposed new $400 million 5-year senior secured bank credit
facility. The rating outlook is stable for both UniSource and TEP.

The rating actions reflect:

   1) Improvement in financial performance, which is due in part
      to recent deleveraging, and expectations that financial
      results will continue to improve over the next several
      years;

   2) the relatively low business risk and stable cash flow
      associated with the regulated operations that comprise
      virtually all of UniSource's earnings and cash flow;

   3) the medium term rate clarity that exists as a result of
      prior decisions by the state commission; and

   4) the termination of a proposed leveraged acquisition of the
      company by a third party which eliminated uncertainty and
      the potential for additional holding company debt.

Ratings assigned for UniSource are:

   -- Senior Implied Rating and senior secured bank credit
      facility; both Ba2,

   -- Speculative grade liquidity rating; SGL-2

Ratings assigned for TEP are:

   -- Senior secured bank facility; Baa3

Ratings upgraded for TEP are:

   -- Senior secured debt and senior secured bank facility
      upgraded to Baa3 from Ba2;

   -- Issuer Rating and senior unsecured debt upgraded to Ba1
      from Ba3.


US AIRWAYS: Nears Completion of Merger with America West
--------------------------------------------------------
As previously reported, US Airways Group Inc. confirmed it is
currently in talks with America West Holdings Corp. for a possible
merger of the two companies creating a national low-cost airline
that can compete with discount rivals.

The Sacramento Business Journal reports that negotiations between
the two airlines have progressed to the point where potential
investors are studying a proposed business plan.  One plan
contemplates the combined airlines to operate under the US Airways
logo, put attention on Midwestern markets and introduce flights to
Hawaii.

Experts are projecting a $500 million capital infusion is needed
for the merger to take off, the Journal relates.  Both parties are
hoping to complete a deal before America West's annual meeting on
May 17.  US Airways hopes to emerge later this year.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


VERIZON HAWAII: Fitch Withdraws BB+ Rating of Sr. Unsecured Debt
----------------------------------------------------------------
Fitch Ratings has withdrawn the 'BB+' rating assigned to the
senior unsecured debt of Verizon Hawaii and the 'BBB-' rating
assigned to the company's first mortgage bonds (the first mortgage
bonds matured in February 2005).  The rating action affects $300
million of publicly outstanding senior unsecured debt assumed by
the new company that was outstanding prior to the sale of the
company to The Carlyle Group.  The ratings being withdrawn do not
apply to the debt issued by Hawaiian Telcom (which is the new name
of the company) to finance the company's purchase from Verizon
Communications, Inc.  Fitch does not rate Hawaiian Telcom.

The company was on Rating Watch Negative. Due to the sale of
Verizon Hawaii by Verizon to the Carlyle Group in a private
transaction on May 2, 2005, Fitch was unable to affirm, downgrade,
or upgrade the debt formerly issued and retained by Verizon
Hawaii.  Given the private nature of the sale, Fitch does not have
the information necessary to rate the new company, such as the
capital structure of the new company, nor its prospective
operating and financial policies.

On May 21, 2004, Verizon Communications announced an agreement to
sell its wireline related businesses in Hawaii to the Carlyle
Group for approximately $1.6 billion (less debt) in cash.  The
transaction included the equity of Verizon Hawaii, which is the
largest asset in the businesses sold, as well as the services and
assets of Verizon Long Distance, Verizon Online, and Verizon
Information Services in Hawaii.


WARNACO GROUP: Good Performance Cues S&P to Lift Ratings to BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on apparel
designer and marketer The Warnaco Group Inc., including its long-
term corporate credit rating to 'BB-' from 'B+'.

At the same time, a '1' recovery rating was assigned to Warnaco's
$175 million credit facility due 2007, indicating that secured
lenders can expect full recovery of principal.

The ratings outlook on New York, New York-based Warnaco is
positive.  Total debt outstanding at Jan. 1, 2005, was $211
million.

"The upgrade incorporates the company's improved financial results
and credit protection measures," said Standard & Poor's credit
analyst Susan Ding.  Since its emergence from bankruptcy
protection in February 2003, the company has disposed of non-core
assets, migrated to an outsourcing model, and reduced dilution and
its sales to off-price channels.  These efforts, in conjunction
with better-cost controls, resulted in substantially higher
operating margins for all of its business groups.  Other
improvements include management's track record at meeting
projections and it ability to re-invigorate its Calvin Klein
sportswear business and customer relationships.  Warnaco was also
able to extend the tenure on some of its licensing arrangements,
including the Chaps relationship, to 2018.

The company has also been able to procure new licensing
arrangements that should benefit operations in fiscal 2005 and
2006.  These include JLO, Kors by Michael Kors, Nautica, and
Calvin Klein swimwear.  Standard & Poor's expects Warnaco to
continue its positive operating momentum and generate credit
protection measures stronger than the rating median.


YUKOS OIL: Fulbright & Jaworski Applies for Final Compensation
--------------------------------------------------------------
Fulbright & Jaworski L.L.P. seeks allowance of fees and expenses,
totaling $3,045,925:

    * professional fees for $2,611,845 for professional services
      rendered for the period December 14, 2004, through
      February 28, 2005; and

    * reasonable and necessary expenses for $434,080.

Zack A. Clement, Esq., at Fulbright & Jaworski, L.L.P., in
Houston, Texas, reminds the U.S. Bankruptcy Court for the Southern
District of Texas that the firm quickly developed a primary
strategy to deal with the Yukos Oil Company's case.  Fulbright &
Jaworski tried to:

    (a) enforce the automatic stay to stop the tax sale and
        possible future similar tax sales of other assets;

    (b) refer the Russian Government Tax Claim dispute to an
        international arbitration; and

    (c) confirm a Plan of Reorganization that hopes for the best
        -- reorganization as a going concern -- and prepares
        simultaneously for the worst -- continued dismemberment by
        the Russian Government -- necessitating a Litigation Trust
        to continue pursuing causes of action to recover
        recompense for the dismemberment.

In a very short period of time, Fulbright & Jaworski put before
the Court:

    (a) a Plan of Reorganization, providing both for a going
        concern reorganization and a Litigation Trust;

    (b) a motion to set a bar date; and

    (c) an Amended Motion to Refer to Arbitration.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000 in
total assets and $30,790,000,000 in total debts.  (Yukos
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ZIFF DAVIS: March 31 Balance Sheet Upside-Down by $974.9 Million
----------------------------------------------------------------
Ziff Davis Holdings Inc., the ultimate parent company of Ziff
Davis Media Inc., reported operating results for its first quarter
ended March 31, 2005.  The Company's consolidated revenues totaled
$42.7 million, representing a 2% increase compared to revenues of
$42 million for the first quarter ended March 31, 2004.

The Company reported consolidated earnings before interest
expense, provision for income taxes, depreciation, amortization
and non-recurring and certain non-cash charges including non-cash
compensation of $4.3 million for the first quarter ended March 31,
2005, representing a 43% increase compared to EBITDA of $3 million
for the prior year period.

"Our first quarter results, while showing solid earnings growth
versus prior year, reflect a continuation of the challenging
technology and videogame markets, particularly in the area of
print advertising revenue," said Robert F. Callahan, Chairman and
CEO, Ziff Davis Holdings Inc.  "We continue to accelerate our
plans to line-extend our brands and services into new vertical and
horizontal marketing solutions areas where demand for integrated
marketing programs remains high and our brands and reader
databases perform extremely well.  We also continue to demonstrate
through specific marketing case histories and reader research the
unique effectiveness and value of print advertising to drive
significant results for marketers."

Consumer Tech Group

The Consumer Tech Group is principally comprised of four
magazines, PC Magazine, Sync, ExtremeTech, and our newest launch,
DigitalLife; a number of consumer-focused websites, including
pcmag.com and extremetech.com; and the Company's consumer
electronics event, DigitalLife.

Revenue for the Consumer Tech Group for the first quarter ended
March 31, 2005 was $14.3 million, down $0.9 million or 6% compared
to $15.2 million in the same period last year.  The decrease was
primarily due to lower advertising revenue for PC Magazine related
to its first quarter rate base reduction.  Proactively addressing
the marketplace demand for increased affinity reader composition
and advertising effectiveness, PC Magazine reduced its rate base
33% to 700,000 as of January 1, 2005, which in turn impacted
pricing.  However, the PC Magazine revenue decrease was partially
offset by higher e-commerce revenue for the group's Internet
operations and incremental revenue for Sync and ExtremeTech
magazines which started publication during the second and fourth
quarters of 2004, respectively.

Cost of production for the Consumer Tech Group for the first
quarter ended March 31, 2005 was $3.1 million, reflecting a
decrease of $0.7 million or 18% compared to $3.8 million in the
prior year period. The decrease in production costs was primarily
related to the PC Magazine rate base reduction which resulted in
substantially lower manufacturing, paper and distribution costs.
This decrease was partially offset by incremental costs associated
with Sync and ExtremeTech magazines.

Selling, general and administrative expenses for the Consumer Tech
Group were $9.4 million for the first quarter ended March 31,
2005, reflecting an increase of $1.1 million or 13% from $8.3
million in the same prior year period. The increase was primarily
due to incremental costs associated with Sync and ExtremeTech
magazines, and increased content, marketing and sales costs due to
higher Internet sales volume.

Enterprise Group

The Enterprise Group is comprised of several businesses in the
magazine, Internet, event, research and marketing tools areas. The
three magazines in this segment are eWEEK, CIO Insight and
Baseline. The Internet properties in this segment are primarily
affiliated with the Enterprise Group's brands, including
eweek.com, cioinsight.com and baselinemag.com, but also include
over 30 weekly eNewsletters and the eSeminars(TM) business, which
produces sponsored interactive webcasts.  This segment also
includes the Company's Custom Conference Group (CCG), which
creates and manages several hundred sponsored events per year;
Business Information Services (BIS), a research and marketing
tools unit; and Contract Publishing, which produces custom
magazines, white papers, case studies and other sales and
marketing collateral for customers.

Revenue for the Enterprise Group for the first quarter ended
March 31, 2005 was $18.2 million compared to $15.5 million in the
same period last year, reflecting a $2.7 million or 18%
improvement.  The increase was primarily related to higher
advertising and eSeminars revenue from Internet operations,
increased CCG event revenues and higher revenue from the BIS
business in the first quarter of 2005.

Cost of production for the Enterprise Group for both of the first
quarters ended March 31, 2005 and 2004 was $3.4 million.  Savings
realized by the implementation of a number of new production and
distribution initiatives and the impact of more favorable supplier
contracts were offset by added costs from the increase in
advertising pages for the group plus higher Internet costs due to
more eSeminars.

Selling, general and administrative expenses for the Enterprise
Group were $12.6 million for the first quarter ended March 31,
2005, reflecting an increase of $0.7 million or 6% from
$11.9 million in the same prior year period. The increase was
primarily due to higher sales volumes for CCG events, BIS,
Internet advertising and eSeminars.

Game Group

The Game Group is focused on the videogame market and is
principally comprised of three magazines (Electronic Gaming
Monthly, Computer Gaming World and Official U.S. PlayStation
Magazine) and 1UP.com, an innovative online destination for gaming
enthusiasts.  The Game Group discontinued publishing GMR magazine
and reduced the frequency of Xbox Nation magazine during the
fourth quarter of 2004.

Revenue for the Game Group for the first quarter ended March 31,
2005 was $10.2 million, down $1.1 million or 10% compared to
$11.3 million in the same period last year.  The decrease was
primarily due to continued softness in the videogame magazine
advertising sector which experienced a 17% decline in advertising
pages for the first quarter ended March 31, 2005.  There were also
six fewer issues published by the Game Group during the quarter
ended March 31, 2005, primarily related to the discontinuation of
GMR magazine and a reduction in the frequency of Xbox Nation
magazine.

Cost of production for the Game Group for the first quarter ended
March 31, 2005 was $5.3 million, reflecting a decrease of
$0.4 million or 7% compared to $5.7 million in the prior year
period.  The savings realized by producing the six fewer issues in
the first quarter of 2005 and the decrease in the total number of
advertising pages were partially offset by additional costs
incurred for retail partner fees, videogame DVDs and premiums
(e.g. posters CDs, etc.) used to increase newsstand and subscriber
sales.

Selling, general and administrative expenses for the Game Group
were $4.6 million for the first quarter ended March 31, 2005,
reflecting a decrease of $1.3 million or 22% from $5.9 million in
the same prior year period.  The decrease was primarily due to
savings in editorial, circulation and other costs realized as a
result of discontinuing the publication of GMR magazine, reducing
the frequency of Xbox Nation magazine and decreasing other general
expenses.

            Cash Position and Payment of Senior Debt

At March 31, 2005, the Company had $21.1 million of cash and cash
equivalents, representing a decrease of $11.5 million versus the
$32.6 million cash balance as of December 31, 2004.  The decreased
cash balance primarily reflects the expected seasonal reduction in
advertising billings for the first quarter of 2005, a $4.3 million
scheduled principal repayment made in connection with the
Company's senior credit facility, $3.8 million of cash interest
payments and $2.8 million of cash restructuring payments.

        New Senior Secured Floating Rate Notes Offering

On April 22, 2005, the Company completed a private placement of
$205.0 million of new Senior Secured Floating Rate Notes.  The
floating rate notes were issued at 100% of principal, are due in
2012 and not callable until May 1, 2007.  The Company used
approximately $178.0 million of the proceeds of the floating rate
notes to immediately retire all of its outstanding indebtedness,
including accrued interest, under its Amended and Restated Credit
Agreement dated August 12, 2002, and to pay related fees and
expenses.  The remaining balance of approximately $27.0 million
was added to the Company's existing cash balance and is available
for general corporate purposes.

"We are pleased with the outcome of the floating rate notes
offering and want to thank our former bank group lenders for their
support over the last three years," stated Mr. Callahan.  "This
recent notes offering speaks clearly to the market value and long-
term growth opportunities for the Ziff Davis brand and media
portfolio.  We look forward to focusing our considerable assets
and talented employees on driving further product innovation,
revenue growth and return on investment for our customers, as well
as creating increased Ziff Davis asset value for all of our note
holders and shareholders."

                        Business Outlook

Due to technology marketplace conditions, primarily related to
slower discretionary capital and promotion spending in the
business-to-business sector (which the Company currently regards
as short-term in nature), the Company anticipates that
consolidated EBITDA for the second quarter of 2005 will be
meaningfully lower than consolidated EBITDA for the second quarter
ended June 30, 2004.  Consistent with management's strategy to
create long- term asset value, and in light of the elimination of
quarterly financial covenants in connection with the pay-off on
April 22, 2005 of its Amended and Restated Credit Agreement dated
August 12, 2002, the Company has also made the decision to
discontinue providing quarterly EBITDA guidance beyond the second
quarter of 2005.

                  About Ziff Davis Holdings Inc.

Ziff Davis Holdings Inc. is the ultimate parent company of Ziff
Davis Media Inc.  Ziff Davis Media is a leading integrated media
company serving the technology and videogame markets.  The Company
is an information services and marketing solutions provider of
technology media including publications, websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  In the United States, the
Company publishes 10 magazines including PC Magazine, Sync,
ExtremeTech, DigitalLife, eWEEK, CIO Insight, Baseline, Electronic
Gaming Monthly, Computer Gaming World and Official U.S.
PlayStation Magazine.  The Company exports the power of its brands
internationally, with publications in 40 countries and 20
languages.  Ziff Davis leverages its content on the Internet with
16 highly- targeted technology and gaming sites including
pcmag.com, eweek.com, extremetech.com and 1UP.com. The Company
also produces highly-targeted b-to-b events through its Custom
Conference Group and large-scale consumer technology events
including DigitalLife.  With its main headquarters and PC Magazine
Labs based in New York, Ziff Davis Media also has offices and lab
facilities in the San Francisco and Boston markets.  Additional
information is available at http://www.ziffdavis.com/

At March 31, 2005, Ziff Davis' balance sheet showed a $974,859,000
stockholders' deficit, compared to a $948,537,000 deficit at
Dec. 31, 2004.


* Nick Butler Joins Cadwalader's London Firm as Special Counsel
---------------------------------------------------------------
Nick Butler, a former associate in the Structured Finance
Department at Linklaters, has joined Cadwalader, Wickersham & Taft
LLP as Special Counsel in the Capital Markets Department, resident
in the London office.

Mr. Butler focuses on structured finance, with an emphasis on
securitisation.  He has represented leading investment banks,
arrangers and issuers in transactions throughout the United
Kingdom and Europe.

"In addition to the recent appointments of partners Angus Duncan
and Christian Parker to our London Capital Markets Department, we
are delighted to welcome Nick to our expanding practice," stated
Robert O. Link Jr., Cadwalader's Managing Partner and Chair of the
Capital Markets Department.

Andrew Wilkinson, Managing Partner of the London office, stated,
"Nick is a great asset to our team as we continue to further
enhance our capabilities and reputation in the UK and throughout
Europe.  His broad experience in all aspects of structured finance
complements our practice, and supports our strategic initiative of
expanding Cadwalader's prominence in capital markets on a global
basis."

"This is an exciting time to join Cadwalader's London office and
internationally recognised Capital Markets Department", stated Mr.
Butler.  "The firm has made very clear its commitment to
augmenting the Capital Markets practice, and I look forward to
being a part of that growth."

With particular expertise in securitisations, Mr. Butler's
experience includes advising on both residential and commercial
mortgage transactions.  He also has a background in corporate
finance and has counselled on mergers and acquisitions, joint
ventures and general corporate law.

Prior to his time in the Structured Finance Department at
Linklaters, Mr. Butler spent eight years in the firm's Corporate
Department following qualification, including secondments to the
legal departments of Morgan Stanley and Hoare Govett.  Mr. Butler
completed his traineeship at Linklaters in 1994, having previously
graduated from Guildford Law School in 1992 and New College,
University of Oxford, in 1990.

Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/--  
established in 1792, is one of the world's leading international
law firms, with offices in New York, London, Charlotte, and
Washington.  Cadwalader serves a diverse client base, including
many of the world's top financial institutions, undertaking
business in more than 50 countries in six continents.  The firm
offers legal expertise in securitisation, structured finance,
mergers and acquisitions, corporate finance, real estate,
environmental, insolvency, antitrust litigation, health care,
banking, project finance, insurance and reinsurance, tax, and
private client matters.


* Mintz Levin Expands Washington D.C. Office with New Partners
--------------------------------------------------------------
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., expands its
Washington, D.C. office with the addition of Robert D. Clark, Mark
A. Kass and Carlos M. Nalda.  Mr. Clark, formerly of Reed Smith,
has joined as a member of the Health Care Section. Mr. Kass,
formerly of Hogan & Hartson, is now a member of Mintz Levin's
Business and Finance Section and Carlos Nalda, who was most
recently of counsel at Steptoe & Johnson, LLP, is a member of
Mintz Levin's Communications and IT Section.

"Bob, Mark and Carlos each bring with them extraordinary talents
in their particular practice areas," said Cherie Kiser, head of
the Mintz Levin's Washington office and chair of the firm's
Communication and IT Section.  "As we continue to expand the
firm's presence in the mid-Atlantic area, their combined expertise
will enable us to continue to serve a broad array of clients."

Mr. Clark earned a B.A. from the University of Maryland, a J.D.
from Howard University and a LL.M. in Taxation from Georgetown
University.  Mr. Kass graduated from Yale University and earned
his J.D. from Columbia School of Law.  Mr. Nalda is a graduate of
the American University School of International Service and earned
his J.D. from George Washington University Law School.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC is a
multidisciplinary law firm with over 450 attorneys and senior
professionals in Boston, Washington D.C., Reston, VA, New York,
New Haven, CT, Los Angeles and London.

Mintz Levin is distinguished by its reputation for responsive
client service and expertise in the areas of bankruptcy; business
and finance; communications; employment; environmental; antitrust
and federal regulatory; health care; immigration; intellectual
property; litigation; public finance; real estate; tax; and trusts
and estates. Mintz Levin's international clientele range from
privately held start-ups to Fortune 100 companies in a wide array
of industries including biotechnology, venture capital,
telecommunications, health care and high technology.

Mintz Levin -- http://www.mintz.com/-- was one of the first law
firms to develop complementary consulting capabilities to provide
complete solutions to clients' problems, including
investment/wealth management, government and public affairs and
transactional insurance.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 17, 2005
   NEW YORK INSTITUTE OF CREDIT
      26th Annual Credit Smorgasbord
         Arno's Ristorante, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      How Rainmakers Make It Pour
         The East Bank Club, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Quarterly Meeting
         Waller Lansden Dortch & Davis, Nashville, TN
            Contact: 615-850-8678 or http://www.turnaround.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA May Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Golf Tournament [Carolinas]
         Venue - TBA
            Contact: 704-926-0359 or http://www.turnaround.org/

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Great Lakes Regional Conference
         Peek'N Peak Resort, Findley Lake, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

May 23, 2005 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island TMA Golf Outing
         Indian Hills, Northport, LI
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf Outing - Joint with CFA, RMA & IWIRC
         NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

May 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Outing
         Crooked Creek Country Club, Alpharetta, GA
            Contact: 770-859-2404 or http://www.turnaround.org/

May 31, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2005 (Date is tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      12th Annual Charity Golf Tournament
         Venue - TBA
            Contact: 203-877-8824 or http://www.turnaround.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New York Golf Tournament (for members only.)
         Fresh Meadows Country Club, Lake Success, NY
            Contact: 646-932-5532 or http://www.turnaround.org/

June 7, 2005
   NEW YORK INSTITUTE OF CREDIT
      NYIC 86th Annual Award Banquet
         New York Hilton and Towers, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

June 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA-LI Women's Marketing Initiative: Afternoon Tea
         Milleridge Inn, Long Island, NY
            Contact: 516-465-2356 / 631-434-9500 or
                     http://www.turnaround.org/

June 9-10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Mid-Atlantic Regional Symposium
         Atlantic City, NJ
            Contact: 908-575-7333 or http://www.turnaround.com/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Sixth Annual Astros Baseball Outing
         Minute Maid Park, Houston, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

June 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Fifth Annual Charity Golf Outing
         Harborside International Golf Center, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night - Somerset Patriots Baseball
         Commerce Bank Ballpark, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

July 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island Chapter Manhattan Cruise (In Planning - Watch
      for Announcement)
         Departing from Manhattan
            Contact: 516-465-2356; 631-434-9500
            or http://www.turnaround.org/

July 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Law Review (in preparation for the CTP
      exam) [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

July 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 21-22, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         Boston, MA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 11-12, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         San Francisco, CA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, NY
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, NY
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, NY
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, WA
            Contact: 503-223-6222 or http://www.turnaround.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, MD
            Contact: 703-912-3309 or http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.com/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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