TCR_Public/050512.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, May 12, 2005, Vol. 9, No. 111

                          Headlines

AADCO AUTOMOTIVE: Appoints Richard Dole to Board of Directors
AADCO AUTOMOTIVE: Completes $1.2M Debenture Funding with Quorum
ADELPHIA COMMS: Exchanges Barbs with W.R. Huff on EVP Compensation
AEGIS COMMS: December 31 Balance Sheet Upside-Down by $12 Million
ALAMOSA HOLDINGS: Reports 1st Qtr. Results & Redeems Senior Notes

AINSWORTH LUMBER: Posts $55.1 Million Net Income for First Quarter
ALTERNATIVE LOAN: S&P Rating on Class B-4 Notes Tumbles to D
AMPEX CORP: March 31 Balance Sheet Upside-Down by $92.7 Million
ARVINMERITOR INC.: Weak Performance Cues S&P to Cut Ratings to BB
ATA AIRLINES: Chicago Express Gets Court Nod to Reject Agreements

AVOTUS CORP: Wholly Owns Applied Research After Exercising Option
BELLAIRE GENERAL: Chap. 11 Case Converted to Chap. 7 Liquidation
BOISE CASCADE: Earns $64.7 Million of Net Income in First Quarter
BROADBAND OFFICE: Court OKs Sale of Broadsoft Shares for $237,600
BUCA INC: Must Comply with July 29 Deadline to Continue Listing

CALPINE CORP: Metcalf Offering $155M Redeemable Preferred Shares
CATHOLIC CHURCH: Tucson Judge Nixes Substantive Consolidation Bid
CLEARLY CANADIAN: BG Capital Takes Preferred Equity Position
CNE GROUP: AMEX Warns of Possible Stock Delisting
COEUR D'ALENE: A. Lundquist & A. Vitale Elected as New Directors

COLETO CREEK: Fitch Affirms BB/BB- Ratings on Secured Loans
COLETO CREEK: S&P Puts Low-B Ratings on $378.1 Million Term Loans
COLUMBIA HOUSE: BMG Direct Sale Prompts S&P to Watch Ratings
COMPRESSION POLYMERS: S&P Rates $215 Mil. Sr. Unsec. Notes at B-
COMPTON PETROLEUM: Posts $10.06M Net Income for First Quarter

CONGOLEUM CORP.: March 31 Balance Sheet Upside-Down by $21 Million
DELTA AIRLINES: Has Uncertainty About GECC & Amex Loan Covenants
D.R. HORTON: Improved Financial Profile Cues S&P to Hold Ratings
DOMTAR INC: Registering New $500 Million Debt Securities
EAGLEPICHER HOLDINGS: Final DIP Financing Hearing on May 18

EAGLEPICHER HOLDINGS: Hires Brookwood as Financial Advisors
ELCOM INTERNATIONAL: March 31 Balance Sheet Upside-Down by $4 Mil.
ENRON CORP: Bankruptcy Court Approves Generacion Settlement Pact
ENRON CORP: Court Approves Seven Settlement Agreements
EPICUS COMMS: Postpetition Focus is on Customer Creditworthiness

FIBERMARK INC: Chapter 11 Examiner Taps Weil Gotshal as Counsel
FIRST CMBS: Fitch Affirms C$23 Million Bonds' Low-B Ratings
FLAGSTONE CBO: Fitch Affirms BB Rating on $12.8 Million Notes
FOSTER WHEELER: Apr. 1 Balance Sheet Upside-Down by $520 Million
FRIEDMAN'S INC: Asks Court to Approve Amended DIP Financing

GLOBAL CROSSING: Amends 2004 Form 10-K Due to Material Weaknesses
GREEN TREE: Interest Payment Default Triggers S&P's D Rating
HAYES LEMMERZ: Asks Court to Strike GE Capital's Objections
HEXCEL CORPORATION: Offers to Exchange 6-3/4% Senior Sub. Notes
IMPACT DESIGN: Voluntary Chapter 11 Case Summary

INDYMAC ABS: S&P Rating on Class BF Trust Certs. Tumbles to D
INTELIDATA TECH: Recurring Losses Prompt Going Concern Doubt
INTERSTATE BAKERIES: Wants to Reject Elisie Scott Realty Lease
INTRAWEST CORP.: Poor Debt Measures Cue S&P's Stable Outlook
J.A. JONES: Carroll Services Has Until June 25 to Object to Claims

JANE NIEBLER: Case Summary & 4 Largest Unsecured Creditors
JOSEPH & PATRICIA GIRONE: Case Summary & 4 Largest Creditors
KMART CORP: Sears & Kmart Commence Organizational Restructurings
KMART CORP: Wants Summary Judgment to Limit FLOORgraphics' Damages
LAS AMERICAS: Acquiring Dry Cleaning Operations in Bankruptcy

LUCID ENTERTAINMENT: Defaults on Leases & Restructuring Operations
MAXIM CRANE: Has Until June 17 to Object to Claims
MCI INC: Consumers to Benefit from MCI-Verizon Deal, Verizon Says
MIRANT CORP: Disclosure Statement Hearing Continued Sine Die
MIRANT CORP: NRG Energy Eyed Merger & Valued Company at $13 Bil.

MIRANT CORP: MAGi Committee Says Disclosure Statement is Confusing
NATIONAL ENERGY: Inks Power Companies' Claims Settlement Pact
NBCCAT CORPORATION: Case Summary & 40 Largest Unsecured Creditors
NETWORK INSTALLATION: Resumes Stock Trading Under NWKI Ticker
NEWPORT AVALON: Case Summary & 18 Largest Unsecured Creditors

NORTHWESTERN CORP: Inks Settlement Pact with Montana PSC
NVR INC.: Strong Debt Protection Prompts S&P to Lift Ratings
ORGANIZED LIVING: Wants to Hire LoftusGroup as Financial Advisors
ORGANIZED LIVING: Wants to Hire Squire Sanders as Bankr. Counsel
PEGASUS SATELLITE: Can Amend Spectrasite Master Site Pact

PRESTIGE BRANDS: Moody's Up Ratings, Citing Strong Performance
RECOTON CORPORATION: Court Confirms Joint Plan of Liquidation
REFOCUS GROUP: Asks Shareholders to Okay Privatization Deal
ROCK OF AGES: Asking Secured Lenders to Waive Covenant Default
RUSSEL METALS: Selling Lachine Facility for $5.7 Million

SARGENT ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
SALEM COMMS: Earns $2.4 Million of Net Income in First Quarter
SAXON ASSET: S&P Rating on Class BF-1 Trust Tumbles to D
SOLECTRON CORP: Names M. Busselen as VP for Corp. Communications
TERESA ELLIS: Voluntary Chapter 11 Case Summary

THISTLE MINING: Court Approves Plan of Compromise & Reorganization
TNP ENTERPRISES: PNM Resources Buy-Out Spurs Moody's to Up Ratings
TRUMP HOTELS: Plan of Reorganization to Take Effect by May 20
TRUMP HOTELS: Posts $45.4 Million Net Loss for First Quarter 2005
TRUMP HOTELS: Record Date for Plan Distributions is March 28

UNIVERSAL HOSPITAL: March 31 Balance Sheet Upside-Down by $92 Mil.
UAL CORP: Judge Wedoff Okays Termination of Pension Plans
USGEN NEW ENGLAND: U.S. Trustee Objects to Plan Confirmation
VERIZON HAWAII: S&P Hacks Rating on $300 Million Notes to B+
XOMA LTD: Shareholder Equity Soars by $20 Million in First Quarter

YUKOS OIL: Fulbright Asks Court to Seal Distribution Motion

                          *********

AADCO AUTOMOTIVE: Appoints Richard Dole to Board of Directors
-------------------------------------------------------------
AADCO Automotive Inc. appointed Richard Dole to its board of
directors.  This will increase the current board to five
directors.

Mr. Dole is a founder and Senior Strategies Partner of the Quorum
Group of Companies.  He provides guidance to both the Quorum
Growth Capital Division and Quorum Real Estate Investment
Division.  He also assists Quorum's investee companies in
reviewing new opportunities.  Mr. Dole has over 20 years of
professional and operating experience in corporate finance in the
areas of technology and growth companies.  He has also held legal
counsel positions with Northern Telecom Inc., and engaged in
private practice in Calgary and Toronto.

He holds an Honours Bachelor of Science degree from the University
of Toronto and law degrees from Cambridge and Dalhousie
Universities.

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

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


AADCO AUTOMOTIVE: Completes $1.2M Debenture Funding with Quorum
---------------------------------------------------------------
AADCO Automotive Inc. reported the completion of a private
placement of a $1,200,000 convertible debenture with Quorum
Investment Pool Limited Partnership.  The convertible debenture
has a term maturing on December 15, 2009, bears an interest rate
of 6%, and is convertible into Common Shares of AADCO at the rate
of $0.10 per share during the first 2 years of the term, and at
$0.11, $0.12, and $0.13 per share during the third, fourth, and
fifth years of term, respectively.  The convertible debenture is
callable by AADCO upon certain performance conditions being met.
A transaction fee of $24,000 was paid to QIP Management Inc., the
general partner of Quorum Investment Pool Limited Partnership. The
expiry date of the hold period for the convertible debenture or
common shares issued as a consequence thereof is September 11,
2005.

This is the final tranche of the previously announced funding from
Quorum Funding Corporation of Toronto, and brings the investment
in AADCO by both Quorum P.I.P.E. Trust and Quorum Investment Pool
Limited Partnership to a total of $2,250,000.

With this funding in place, the restructuring of AADCO is
complete.  Coincident with the first Quorum funding, in excess of
$4,600,000 of current 12% and 16% interest debt was equitized,
creating the strongest balance sheet since the Company's
inception.  In April of 2003, AADCO commenced a cost costing
program which has trimmed in excess of $2,000,000 from the
Company's annual overhead putting AADCO in a better position to
pursue its market expansion goals and profitability.

                            About Quorum

The Quorum Group of Companies was founded in 1987 under the
leadership of Wanda Dorosz, the current CEO and Managing Partner.
It operates from its headquarters in Toronto with a wholly owned
subsidiary office in Bermuda.  Since 1987, Quorum has invested
over $350 million on behalf of institutions and high net worth
individuals.  Notably, in the past five years, which have been
characterized by extreme market turmoil, Quorum has retained each
and every investee company.

AADCO is proud of the association developed to date with Quorum
and looks forward to utilizing this funding to meet the targets of
its attractive business model.

                      About AADCO Automotive

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

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


ADELPHIA COMMS: Exchanges Barbs with W.R. Huff on EVP Compensation
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 7, 2005,
Adelphia Communications Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
approve:

    (a) Adjusted Base Salaries for Executive Vice Presidents;

    (b) an Amended Short Term Incentive Plan Opportunity for
        General Counsel;

    (c) a Key Employee Continuity Plan for Executive Vice
        Presidents; and

    (d) an Amended Performance Retention Plan for Executive Vice
        Presidents.

After lengthy analysis and consideration, the Compensation
Committee of ACOM's Board has approved the EVP KERP proposal.
The Compensation Committee consulted Watson Wyatt Worldwide while
ACOM's management reviewed data provided by Towers Perrin HR
Services.

1. Adjusted Base Salaries and Amended Short Term Incentive Plan

    The Debtors plan to increase Ms. Wittman's base salary from
    $490,000 to $600,000 and Mr. Sonnenberg's base salary from
    $266,000 to $325,000 effective as of January 1, 2005.

    The Debtors also seek the Court's authority to increase Mr.
    Sonnenberg's STIP opportunity from 60% to 80% of EBITDAR
    target so that he could potentially realize a STIP bonus of
    $260,000.

2. Key Employee Continuity Program

    The EVPs will be eligible to receive Stay Bonuses in an amount
    that is one and a half times their base salaries, totaling
    $900,000 for Ms. Wittman and $487,500 for Mr. Sonnenberg.  In
    the event of a sale of the company, the EVPs will be eligible
    to receive Sale Bonuses in an amount that is two times their
    base salaries, totaling $1,200,000 for Ms. Wittman and
    $650,000 for Mr. Sonnenberg.

3. Amended Performance Retention Plan

    In September 2004, the Court approved an amendment to the
    Debtors' Performance Retention Plan whereby the performance
    awards intended to replace the long-term incentive component
    of an employee's compensation package in the absence of an
    equity-based compensation plan, can potentially vest, at the
    discretion of the Compensation Committee, if an employee is
    terminated as a result of the sale of less than substantially
    all of the Debtors' assets.  Although it is unlikely that
    either of the EVPs would be terminated as a result of a sale
    of less than substantially all of the Debtors' assets, out of
    an abundance of caution and for consistency purposes, the
    Debtors wish to apply the amended PRP trigger to the EVPs.

                        W.R. Huff Objects

Representing W.R. Huff Asset Management Co., L.L.C., Gregg L.
Weiner, Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP, in
New York, asserts that the Bankruptcy Court no longer has
jurisdiction to render a decision on the ACOM Debtors' request or
in any way address the issues presented in light of Huff's timely
filing of its notice of appeal of the Third KERP Motion.  Mr.
Weiner notes that the issues on appeal include the same issues
presented in the Debtors' request.  Thus, Mr. Weiner says, the
filing of Huff's notice of appeal divested the Bankruptcy Court
of jurisdiction to address the Debtors' request.

In addition, Mr. Weiner continues, even if the Bankruptcy Court
were found to have jurisdiction to enter the Motion, there is
simply no basis for the exorbitant increases in the EVPs'
compensation.  "The Debtors claim these increases to the EVPs'
compensation are a result of the increased responsibilities
resulting from the Debtors' decision to engage in a dual track
sale and emergence process.  However, the Debtors have always
known that a sale of the company was a possibility.  Likewise,
both the CFO and the GC -- each of whom have a long history of
working with bankrupt companies -- know all too well that a sale
is always a possibility in a chapter 11 context."  In fact, Mr.
Weiner notes, both have previously worked for companies, which
were involved in chapter 11 sales.  According to Mr. Weiner, it
is simply not true that for two experienced restructuring
professionals, "the notion of a dual-track sale and emergence
process was not reasonably foreseeable."

Moreover, Mr. Weiner adds, having previously been employed by
chapter 11 debtors, and being hired during the ACOM Debtors'
chapter 11 cases, both Vanessa Wittman and Brad Sonnenberg are
uniquely familiar with the complexity and volume of work involved
in a chapter 11 process.  However, even with that knowledge, Mr.
Weiner says, both Ms. Wittman and Mr. Sonnenberg agreed to be
retained by the Debtors at the compensation, which was offered to
them at that time.

Although the ACOM Debtors assert that the KERP is necessary
because of the EVPs' increased workload, Mr. Weiner points out
that the work that the EVPs have been conducting is reaching its
final stages.  "The sales process is reaching its conclusion and
the Debtors are now working on a one-track process.  The
negotiations with the Department of Justice are already complete.
In addition, while the Debtors claim that the EVPs will continue
to have ongoing responsibilities related to the sale and that it
would be difficult to replace the EVPs, there is no need at this
time to add to the high levels of compensation already awarded to
the EVPs."

Mr. Weiner also notes that the ACOM Debtors provide no support
for the assertion that the EVPs are underpaid.  According to Mr.
Weiner, the ACOM Debtors provide no evidence that salaries in the
cable industry have dramatically increased.  Furthermore, Mr.
Weiner says, the Debtors fail to cite to any comparable increases
for executives involved in chapter 11 proceedings.  Mr. Weiner
asserts that the Debtors failed to justify the sheer size of the
EVPs' salary and bonus increases.

The ACOM Debtors are also requesting authority to grant the EVPs'
bonuses pursuant to the Continuity Program.  If approved, Mr.
Weiner says, that coverage will doubly reward the EVPs while not
incentivizing them to remain with the company for the entire
period, which the ACOM Debtors claim they are needed.  Mr. Weiner
believes that the bonuses will not ensure that the EVPs remain in
the Debtors' employ through the plan process or in the sale
transition period, when the Debtors claim the EVPs services are
required.  "[The bonuses] are simply gifts to the EVPs."

Mr. Weiner reminds the Court that this is the ACOM Debtors'
fourth time to seek enhancement of the compensation and retention
programs for their senior most employees.  "[T]he current request
is on top of approximately $60 million which was already awarded
as part of the Debtors' existing retention plans.  Furthermore,
this staggering amount does not even include the bonuses and
other compensation that are soon to be sought for CEO William
Schleyer and COO Ronald Cooper," Mr. Weiner says.

For these reasons, W.R. Huff asks the Court to deny the Debtors'
request.

                       ACOM Debtors Respond

The ACOM Debtors assert that Ms. Wittman and Mr. Sonnenberg are
invaluable to their reorganization and emergence processes.

Brian E. O'Connor, Esq., at Willkie Farr & Gallagher, LLP, in New
York, notes that only W.R. Huff has objected to the ACOM Debtors'
request.  "Notably, neither the representatives of the ad hoc
committee of holders of ACC senior notes, whose constituents
include holders of approximately $2 billion of ACC senior notes,
nor the Official Committee of Equity Security Holders has opposed
the Motion.  Each of these groups has had the opportunity to work
with and observe Ms. Wittman and Mr. Sonnenberg in the
performance of their duties and neither group has been reluctant
to aggressively note their views on actions proposed by the
Debtors in the past.  It is reasonable to conclude that both
groups recognize the sensible approach being advocated by the
Debtors in the matter at hand and, as responsible fiduciaries for
their constituents, see no basis to risk the loss of these valued
assets."

Mr. O'Connor asserts that the Court has jurisdiction over the
Debtors' Motion.  As a matter of law, Mr. O'Connor says, the
filing of a notice of appeal divests the lower court of
jurisdiction only to proceed "with respect to the matters raised
in the appeal."  According to Mr. O'Connor, in the ACOM Debtors'
Motion, the Court is being asked to consider a matter not
previously before it.

As a factual matter, Mr. O'Connor says, the Court previously
authorized the ACOM Debtors to implement several compensation and
retention programs for employees below the EVP level.  "As the
appeal of the KERP Orders cannot, by definition, exceed the scope
of the orders themselves, Huff's contention that [the Bankruptcy]
Court lacks jurisdiction to address the EVP KERP based on an
appeal of the KERP Motion is entirely without merit."

The ACOM Debtors contend that the EVP KERP is a "fair and
reasonable measure to preserve the value of [their] estates."

Moreover, the ACOM Debtors clarify that although their Motion
indicates that the stay bonuses proposed to be offered to the
EVPs under the existing Continuity Program would be paid in June
2005, in the interest of clarity, the Motion should have
explained that those bonuses were proposed to be paid no earlier
than nine months from the date that the EVPs' inclusion in the
Continuity Program is approved and those employees are formally
invited to participate in the program (an event which has not yet
occurred).

At the request of the Creditors' Committee, the ACOM Debtors have
also agreed to modify the Continuity Program to provide that the
EVPs' stay bonuses may not be paid until the earlier of the
consummation of a plan of reorganization in their cases or the
closing of a transaction that effectuates a change in control --
less favorable treatment than that which was already approved for
other executives.  "While it is clear that Huff does not share
the views of its fellow committee members, the Debtors believe
that the request for [the] modification by the Creditors'
Committee further demonstrates the enormous value to the Debtors'
estates and constituents of retaining the EVPs," Mr. O'Connor
says.

Accordingly, the ACOM Debtors ask the Court to overrule Huff's
Objection and approve the EVP KERP.

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


AEGIS COMMS: December 31 Balance Sheet Upside-Down by $12 Million
-----------------------------------------------------------------
Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS)
reported its results for the year ending 2004.

"2004 was a year of difficult transition for Aegis," said Richard
Ferry, President and CEO of Aegis.  "A new Board of Directors and
new executive management team came together in September and began
the task of recovering from events affecting the Company's
performance earlier in the year and setting a new strategic
direction.  "He also stated, "Declining revenues, resulting in
part from the shift in strategy of a major client and conditions
within the markets which Aegis serves, caused Aegis management to
take aggressive action to rationalize costs to a new revenue base.
Among the initiatives undertaken was the reduction of excess
capacity resulting in the closure of 4 call centers and the
elimination of associated expense.  Simultaneously, management
reached out to all Aegis clients to strengthen long-standing
relationships and build trust and confidence in the Aegis brand.
Additionally, the company believe new clients are starting to
catch the vision of the new Aegis as it expands the product
offering, continue a tradition of service excellence, and take
advantage of new offshore capabilities."

A net loss applicable to common shareholders of $22.2 million for
the year ended December 31, 2004, versus a net loss applicable to
common shareholders of $19.1 million.  Excluding net income from
discontinued operations, a gain on sale of the related assets, and
a gain on the early extinguishment of debt, the company incurred a
net loss from continuing operations of $22.2 million for the
period ended December 31, 2004, as compared to a net loss from
continuing operations of $10.9 million for the period ended
December 31, 2003.

For the year ended December 31, 2004, revenues from continuing
operations were $94.3 million versus $139.9 million in the prior
year, a decrease of $45.6 million, or 32.6%.  The decrease in
revenues versus the year ended December 31, 2003 resulted from a
number of factors.  First, an inbound contract with a cable
services provider that expired in the fourth quarter of 2003 was
not renewed by the client as they made a decision to consolidate
their customer service into their available in-house capacity.
This expired inbound contract accounted for approximately 33% of
the decrease for 2003 vs. 2004.  Second, the decision at the end
of June 2004 by a large telecommunications customer to discontinue
its outbound acquisition services accounted for a majority of the
26% decrease in revenue billings on their campaigns 2003 vs. 2004.
Additionally, another of our telecommunications clients (who is
one of our five largest clients) reduced transaction volumes and a
client in the membership services industry ramped down a campaign
in the first quarter of 2004.  Revenues for the third quarter of
2004 were also negatively impacted by the hurricanes experienced
in the southeastern part of the country.

Revenue Mix. Inbound CRM and non-voice services continued to be
responsible for the majority of our revenues in 2004. Together
those two service areas accounted for approximately 75.6% of our
revenues, as compared to 74.1% in 2003. Outbound CRM revenue for
2004 accounted for approximately 24.4% as compared to 25.9% in
2003. The decrease in outbound CRM revenues for 2004 is due to
reduced volume for existing client programs.

The company seeks to secure recurring revenues from long-term
relationships with companies that utilize customer contact
strategies as integral, ongoing elements in their CRM programs.
In addition to providing services on an outsourcing basis, in
which the company provides all or a substantial portion of a
client's CRM needs, the company also continue to perform project-
based services for certain clients.  Project-based services,
however, are frequently short-term and there can be no assurance
that these clients will continue existing projects or provide new
ones in the future.

                      About the Company

Aegis Communications Group, Inc. -- http://www.aegiscomgroup.com/
-- is a worldwide transaction-based business process outsourcing
Company that enables clients to make customer contact programs
more profitable as well as drive efficiency in back office
processes.  Aegis' services are provided to a blue chip,
multinational client portfolio through a network of client service
centers employing approximately 2,200 people and utilizing
approximately 2,700 production workstations.

At Dec. 31, 2004, Aegis Communications' balance sheet showed a
$12,061,000 stockholders' deficit, compared to a $26,449,000
deficit at Dec. 31, 2003.


ALAMOSA HOLDINGS: Reports 1st Qtr. Results & Redeems Senior Notes
-----------------------------------------------------------------
Alamosa Holdings, Inc. (Nasdaq/NM: APCS), a PCS Affiliate of
Sprint (NYSE: FON) reported financial and operational results for
the first quarter ended March 31, 2005, including previously
announced results on April 11, 2005, for net subscriber additions,
total subscribers and average monthly customer churn.  During the
first quarter, the Company closed the merger with AirGate PCS,
Inc., and began integration to the Alamosa system.  Reported
financial results reflect AirGate's operations from Feb. 16, 2005,
through the first quarter ended March 31, 2005.  Alamosa also
exchanged convertible preferred stock and announced its intention
to redeem the 12-7/8% Senior Discount Notes due 2010.

Total consolidated revenue for the first quarter was
$267.8 million comprised of:

    (1) $190.0 million in subscriber revenues,

    (2) $68.2 million in travel revenues (including wholesale and
        resale), and

    (3) $9.6 million in product sales revenues.

On a standalone basis, Alamosa reported total revenue of
$223.6 million comprised of:

    (1) $155.0 million in subscriber revenues,

    (2) $60.6 million in travel revenues (including wholesale and
        resale), and

    (3) $8.0 million in product sales revenues.

For the former AirGate properties from February 16, 2005, total
revenue was $44.7 million, comprised of:

    (1) $34.9 million in subscriber revenues,

    (2) $8.1 million in travel revenues (including wholesale and
        resale), and

    (3) $1.6 million in product sales revenues.

Total consolidated Adjusted EBITDA of $62.5 million for the first
quarter included $55.3 million from the Alamosa properties and
$7.3 million for the former AirGate properties from February 16,
2005.

The consolidated Company reported a first quarter net loss of
$3.1 million, after preferred stock dividends and inducement
premiums of $2.9 million.  This compares to a net income of $1.6
million, after preferred stock dividends, during the fourth
quarter of 2004.  On a standalone basis, Alamosa generated $7.6
million in net income.  The former AirGate properties generated a
net loss of $6.3 million.

As previously disclosed on April 11, 2005, the Company reported
that combined net subscribers grew by 65,000 during the first
quarter to end at 1.395 million total direct subscribers.  Net
subscriber additions were 55,000 for Alamosa for the full quarter
and 10,000 for the former AirGate properties from the date of the
merger until the end of the quarter.  Along with subscriber
growth, the Company reported combined average monthly customer
churn of 2.3 percent for the first quarter unchanged from the
fourth quarter of 2004 and down from 2.4 percent in the same
period one year ago.  On a standalone basis, Alamosa's average
monthly customer churn was 2.2 percent compared to 2.3 percent in
the prior quarter, while the former AirGate properties reported an
average monthly customer churn of 2.5 percent compared to 2.7
percent in the prior quarter.

The Company launched 68 new sites, including 22 in the former
AirGate properties and added an additional 33 second carriers in
the first quarter, resulting in an increased covered population of
19.4 million, including 13.1 million covered pops in the Alamosa
properties and 6.3 million in the former AirGate properties.
During the quarter, the Company spent approximately $30.4 million
on fixed asset additions, including $22.7 million in the Alamosa
footprint and $7.7 million in the former AirGate properties.

The Company exchanged approximately 31,000 units of convertible
preferred stock prior to March 31, 2005 with approximately 184,000
additional units being converted subsequent to quarter end,
representing a liquidation value in excess of $53.9 million and
resulting in the issuance of 16 million newly-issued shares of
common stock.  Inducement premiums paid in these transactions
included approximately 383,000 shares of common stock.  As a
result of these recent transactions, Alamosa eliminated in excess
of $6.8 million in dividend requirements on these units through
the November 2006 call date.  Since June 1, 2004 the Company has
eliminated approximately 417,000 units of preferred stock, or
approximately 61% of the original outstanding preferred issue and
approximately $103 million in liquidation value in exchange for
approximately 32 million newly-issued shares of Alamosa common
stock.

                     Senior Note Redemption

The redemption of the 12-7/8% Senior Notes announced on March 29,
2005, was completed on April 25, 2005 for $6.4 million.  The
Company will avoid approximately $4 million dollars in interest
expense over the next five years, based on the original maturity
of the Notes.

"We experienced strong momentum in the first quarter, both as the
result of our operational efforts last year and our early success
in the initial integration of the former AirGate properties," said
David E. Sharbutt, Chairman and Chief Executive Officer of Alamosa
Holdings, Inc.  "We are excited about the growth we are seeing in
our business, our path toward financial profitability and
rationalization of our balance sheet through the early conversion
of convertible preferred stock and the early redemption of the 12
7/8% Senior Notes, both of which will avoid the cash outlay of
dividends and interest in the future.  All in all, we are very
encouraged by the start to 2005, both for Alamosa and the wireless
industry in general. We look forward to maintaining that momentum
for the balance of 2005," Mr. Sharbutt concluded.

                        About Alamosa

Alamosa Holdings, Inc. is the largest (based on number of
subscribers) PCS Affiliate of Sprint (NYSE: FON), which operates
the largest all-digital, all-CDMA Third-Generation (3G) wireless
network in the United States.  Alamosa has the exclusive right to
provide digital wireless mobility communications network services
under the Sprint brand name throughout its designated territory
located in Texas, New Mexico, Oklahoma, Arizona, Colorado, Utah,
Wisconsin, Minnesota, Missouri, Washington, Oregon, Arkansas,
Kansas, Illinois, California, Georgia, South Carolina, North
Carolina and Tennessee.  Alamosa's territory includes licensed
population of 23.2 million residents, including 15.8 million
residents in Alamosa's territories and 7.4 million residents in
the recently acquired AirGate properties.

                       About Sprint

Sprint -- http://www.sprint.com/mr-- offers an extensive range of
innovative communication products and solutions, including global
IP, wireless, local and multiproduct bundles. A Fortune 100
company with more than $27 billion in annual revenues in 2004,
Sprint is widely recognized for developing, engineering and
deploying state-of-the-art network technologies, including the
United States' first nationwide all-digital, fiber-optic network;
an award-winning Tier 1 Internet backbone; and one of the largest
100-percent digital, nationwide wireless networks in the United
States.

                      *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2005,
Standard & Poor's Ratings Services raised its ratings on Alamosa
Holdings, Inc., and its subsidiaries, including the corporate
credit rating, which was raised to 'B-' from 'CCC+'.  At the same
time, the corporate credit rating on AirGate PCS, Inc., was raised
to 'B-' from 'CCC+'.  Other ratings on AirGate were also raised.
Both companies are wireless affiliates of Sprint Corp.

"The upgrade on Alamosa is based on continuing positive operating
momentum, which is strengthening credit measures," said Standard &
Poor's credit analyst Eric Geil.  The upgrade on AirGate is based
on the pending acquisition of the company by financially- and
operationally-stronger Alamosa.  Standard & Poor's expects Alamosa
to improve AirGate's operating performance, which recently has
been weak compared with that of other Sprint affiliates.  The
ratings on both companies will be analyzed on a consolidated
basis.  S&P said the outlooks for both companies are stable.


AINSWORTH LUMBER: Posts $55.1 Million Net Income for First Quarter
------------------------------------------------------------------
Ainsworth Lumber Co. Ltd. (TSX:ANS) reported its financial results
for the quarter ended March 31, 2005.


      -------------------------------------------------------------------
       ($ millions, except                     Three months ended March 31
       per share data)                        ---------------------------
                                                     2005            2004
      -------------------------------------------------------------------
      Sales                                         345.6           190.6
      Operating earnings                            108.8            91.0
      Foreign exchange loss
       on long-term debt                              5.9             5.7
      Net Income (loss)                              55.1           (19.8)
      Earnings (loss): $ per share                   3.76           (1.36)
      EBITDA (1)                                    133.5           104.4
      Cash flow from operations (2)                  15.1            45.0
      -------------------------------------------------------------------

       (1) EBITDA, a non-GAAP financial measure, represents operating
           earnings before amortization of capital assets plus other income
           (expense).

       (2) Cash provided by operations after changes in non-cash working
           capital.

The company generated net income of $55.1 million for the first
quarter of 2005, compared to a net loss of $19.8 million for the
same period in 2004.  The increase in profitability is a result of
a $17.8 million increase in operating earnings, a $100.0 million
decrease in finance expense due to a one time refinancing charge
of $106.2 million in 2004, a $5.4 million decrease in other income
(expense), and a $34.7 million increase in income tax expense.

Operating earnings for the first three months were $108.8 million
compared to $91.0 million for the same period in 2004,
representing a 19.6% increase.  First quarter sales of $345.6
million were $155.0 million or 81.3% higher than the first quarter
of 2004.  As a result of the acquisition of four oriented strand
board production facilities during 2004, OSB shipment volumes
increased by 122.8% compared to the first quarter of 2004.
Ainsworth's per unit production costs increased by 21.6% as a
direct result of increases in natural gas and oil prices and wood
fibre costs.

EBITDA, defined as operating earnings before amortization of
capital assets plus other income, was $133.5 million compared to
$104.4 million in the same period last year.  While OSB production
capacity and shipments increased significantly compared to the
same period in 2004, the growth in operating earnings was dampened
by the decline in OSB prices from the record levels experienced in
2004, combined with the overall increase in OSB production costs.

Cash provided by operations (after changes in non-cash working
capital) during the quarter was $15.1 million compared to cash
provided by operations of $45.0 million in the first quarter of
2004.  During the quarter, non-cash working capital increased due
to the seasonal build up of log inventories, and an increase in
accounts receivable due to higher OSB shipment volume.

During the quarter the Company made a timber licence deposit of
$36.2 million pursuant to an application for timber licences in
the Prince George and the Quesnel timber supply areas, for
approximately 1.4 million m3 of timber per year over a period of
fifteen years.  As part of the application for these timber
licences, the Company is considering an opportunity to construct
an OSB facility in these areas.  No commitments to proceed with
these plans have been made.  At March 31, the Ministry of Forests
had not granted the licences to the Company.

Ainsworth had a cash balance of $177.6 million at March 31, 2005,
compared to $212.6 million at December 31, 2004 and $60.6 million
at March 31, 2004.

Subsequent to March 31, 2005, the Company secured sufficient
additional long-term timber tenure to permit the expansion of the
Grande Prairie facility.  The Company plans to commence
construction in the second quarter of 2005.  This expansion should
provide an additional 600 mmsf (3/8" basis) of OSB production
annually to the Company.

"We are very optimistic that the stable North American economy
will continue to support housing starts and home renovations in
the near term.  Our increased production capacity has positioned
us well for benefiting from a larger market share in the future,
while developing economies of scale and searching for efficient
ways of increasing production at out facilities," said Brian
Ainsworth, Chairman and Chief Executive Officer.

Ainsworth Lumber Co., Ltd., a British Columbia corporation
headquartered in Vancouver, Canada, is a publicly traded
integrated OSB producer that also manufactures specialty overlaid
plywood and finger-jointed lumber.  Ainsworth have a 13% market
share in OSB after purchasing Potlatch.  OSB sales represent
approximately 97% of total revenues.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 16, 2004,
Moody's Investors Service assigned a B2 rating to Ainsworth Lumber
Co. Ltd.'s proposed US$450 million new note issues.  The new notes
are being issued to fund Ainsworth's US$457.5 million purchase of
Potlatch Corporation's oriented strandboard assets, and will rank
equally with Ainsworth's existing senior unsecured notes.
Accordingly, the ratings on the existing notes, as well as
Ainsworth's senior implied and issuer ratings, were downgraded to
B2.  The ratings outlook is stable.

Standard & Poor's Ratings Services also affirmed its 'B+'
long-term corporate credit and senior unsecured debt ratings on
Vancouver, B.C.-based Ainsworth Lumber Co. Ltd.  At the same time,
the ratings were removed from CreditWatch, where they had been
placed on Aug. 26, 2004, following the company's announcement to
purchase all of Potlatch Corp.'s oriented strandboard
manufacturing and related facilities for about US$457.5 million.

Ainsworth's proposed new issues of US$300 million of fixed senior
unsecured notes due 2012 and US$150 million of floating variable-
rate senior notes due 2010 were also assigned 'B+' ratings.  S&P
says the outlook is stable.


ALTERNATIVE LOAN: S&P Rating on Class B-4 Notes Tumbles to D
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of mortgage pass-through certificates from two
transactions issued by Alternative Loan Trust and serviced by
Countrywide Home Loans Inc.  At the same time, ratings are
affirmed on the remaining certificates from the deals.

The lowered ratings reflect a decrease in credit support to the
subordinate classes.  The reduction in credit support is due to
inconsistent net losses, which exhausted the credit support of
these classes.  Current credit support ranges from 0.00% to 0.57%.

The affirmations reflect the adequate credit support currently
available to each rated class.  These credit support levels are
sufficient to protect the classes from losses on an actual and
projected basis.  Credit enhancement for all series is provided by
subordination.

As of the April 2005 remittance date, total delinquencies range
from 6.14% to 13.20%, and cumulative losses, as a percentage of
the original trust balances, ranged from 0.27% to 0.38%. The
outstanding pool balances of these series are no greater than 53%
of their original size.

The collateral for each series are 30-year, conventional fixed-
rate residential mortgage loans.

                           Ratings Lowered

                   Alternative Loan Trust 2003-5T2

                                         Rating
                                         ------
                  Series     Class   To           From
                  ------     -----   --           ----
                  2003-13    B-4     CCC          B

                   Alternative Loan Trust 2003-17T2

                                         Rating
                                         ------
                  Series     Class   To           From
                  ------     -----   --           ----
                  2003-38    B-3     B            BB
                  2003-38    B-4     D            B

                           Ratings Affirmed

                   Alternative Loan Trust 2003-5T2

              Series       Class                     Rating
              ------       -----                     ------
              2003-13      A-1, A-2, A-3, A-4        AAA
              2003-13      A-6, A-8, PO, A-R         AAA
              2003-13      M                         AA
              2003-13      B-1                       A
              2003-13      B-2                       BBB
              2003-13      B-3                       BB

                   Alternative Loan Trust 2003-17T2

                 Series       Class             Rating
                 ------       -----             ------
                 2003-38      A-1, PO, A-R      AAA
                 2003-38      M                 AA
                 2003-38      B-1               A
                 2003-38      B-2               BBB


AMPEX CORP: March 31 Balance Sheet Upside-Down by $92.7 Million
----------------------------------------------------------------
Ampex Corporation (OTCBB:AEXCA) reported net income of $5.9
million after deduction of $2.6 million for the cost of patent
litigation.  In the first quarter of 2004 the Company reported a
net loss of $300,000 million after deduction of $500,000 million
of patent litigation expense.  Total revenues were $17.9 million
in the first quarter of 2005 compared with $9.9 million in the
first quarter of the prior year.

Licensing revenue totaled $11.4 million in the first quarter of
2005, up from $1.7 million in the first quarter of 2004.  During
the first quarter of 2005 new patent licensing agreements were
announced with six additional manufacturers of digital still
cameras (Casio Computer Co., Ltd., Matsushita Electric Industrial
Co. Ltd., Olympus Corporation, PENTAX Corporation, Samsung Techwin
Co., Ltd. and Victor Company of Japan, Ltd.).  In the first
quarter of 2005, $3.1 million of licensing revenue reflected
prepayments of royalty obligations through the first quarter of
2006.  The balance of $8.3 million represents royalties in respect
of past or current sales under licenses that provide for running
royalties based on the licensee's revenues from products that
infringe our patents.  In the first quarter of 2004, all of the
Company's licensing revenue came from running royalties paid by
manufacturers of digital video camcorders.

During the first quarter of 2005, the Company's intellectual
property costs included litigation costs of $2.6 million related
to lawsuits that it initiated in October 2004 against Eastman
Kodak Company (NYSE:EK) alleging patent infringement.  Suits
brought against two other manufacturers of digital still cameras
were settled in the fourth quarter of 2004 upon successfully
concluding licensing agreements.  Patent litigation costs incurred
in the first quarter of 2004 totaled $0.5 million.  The Company
may seek to enforce its digital imaging patents by instituting
additional litigation against manufacturers of digital still
cameras, digital video camcorders, DVD recorders or other products
if we believe our patents are being infringed by such
manufacturers and licensing agreements cannot be concluded on
satisfactory terms.  The Licensing segment contributed operating
profit of $8.4 million in the first quarter of 2005 compared to
operating profit of $0.9 million in the first quarter of 2004.

Product sales and service revenues from the Company's Recorders'
segment totaled $6.5 million for the first quarter of 2005
compared to $8.2 million in the first quarter of 2004.  The sales
decline is primarily attributed to an ongoing transition from an
older generation of tape-based image and data acquisition products
to a newly introduced range of solid state and hard disk-based
products.  Such sales declines coupled with increased research and
development and selling and administrative costs for the
Recorders' segment, which were partially offset by improved gross
profit margins, resulted in a drop in operating income in the
first quarter of 2005 to $0.7 million compared to $2.0 million in
the first quarter of 2004.

Interest expense, net and other financing costs, totaled $741,000
in the quarter ended March 31, 2005, compared to $2.4 million or
in the quarter ended March 31, 2004, reflecting $62.4 million of
debt repayment in the fourth quarter of 2004.  On May 3, 2005 the
Company called $10 million of its 12% senior notes to be redeemed,
which will reduce the principal amount to $5.8 million when
completed in the second quarter of 2005.  The Company's annual
effective tax rate was less than the statutory rate in the quarter
ended March 31, 2005 due to the ability to offset taxable income
with available net operating loss carryforwards which at December
31, 2004 totaled $178 million.  In the quarter ended March 31,
2004 the Company benefited from income, including its pro rata
share of gains realized on the sale of investments held by a
limited partnership, totaling $1.2 million.  The limited
partnership sold or distributed all remaining investments by the
end of 2004.

Headquartered in Redwood City, California, Ampex Corporation --
http://www.ampex.com/-- is one of the world's leading innovators
and licensors of technologies for the visual information age.

At Mar. 31, 2005, Ampex Corporation's balance sheet showed a
$92,742,000 stockholders' deficit, compared to a $99,429,000
deficit at Dec. 31, 2004.


ARVINMERITOR INC.: Weak Performance Cues S&P to Cut Ratings to BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on ArvinMeritor Inc. to 'BB' from 'BB+', and lowered all
other long-term ratings on the company and related entities.  The
'B-1' short-term rating on ARM is affirmed.  The outlook is
negative.  Total consolidated debt at March 31, 2005, stood at
about $1.5 billion.

Troy, Michigan-based ARM is a leading global supplier of
integrated systems, modules, and components to the automotive and
commercial vehicle industries.

The downgrade reflects:

    (1) weak operating performance caused by internal operating
        inefficiencies,

    (2) uncovered steel price increases, and

    (3) the lower volume levels of important customers General
        Motors Corp. (BB/Negative/B-1) and Ford Motor Co.
        (BB+/Negative/B-1).

ARM's funds from operations (FFO) to adjusted debt ratio, a key
measure of cash flow protection, has been subpar for a number of
years.  It is not expected to strengthen in the near-to-
intermediate term to a level commensurate with the ratings given
the challenges facing the company and the industry.  For the past
four years, FFO to adjusted debt has been in the mid-teens percent
area, well below an expected 25%.

ARM's operational inefficiencies have been exacerbated by
additional incurred costs at its commercial vehicle systems (CVS)
business, which are caused by high volumes.  Together, these
factors are limiting margins at this unit at a time when demand
for medium and heavy trucks is nearing a cyclical peak. Standard &
Poor's still expect those markets to remain strong in 2006,
although visibility in the medium term is limited.  To improve
earnings measures and cash flow generation, ARM is undertaking a
restructuring program, primarily at its troubled light vehicle
systems (LVS) segment, and is also taking steps to improve its
cost structure at its CVS operations.  However, it will take some
time to achieve the full benefits from restructuring activities.

"The ratings on ARM, a leading supplier to the automotive
industry, reflect the firm's relatively weak financial profile,
which is expected to gradually strengthen over the next one-to-two
years as the firm benefits from restructuring actions," said
Standard & Poor's credit analyst Daniel R. DiSenso.  The ratings
also reflect the company's fair business profile, characterized by
exposure to cyclical and highly competitive end markets.  ARM is
expected to pursue an organic growth plan, supplemented on
occasion with tuck-in acquisitions.  Material debt-financed
acquisitions are not expected and are not factored into the
ratings.

ARM has strong market positions and diversity in its customer
base, geographic reach, and end markets.  Almost all the company's
products serving the North American market hold a No. 1 or No. 2
share, as do most products serving the European market.

However, this strong market presence is partially blunted by:

    (1) intense competition,

    (2) constant product pricing pressures, and

    (3) exposure to raw material price swings.

Together, these challenges limit the company's margins and profit
potential.

                            *   *   *

Last week, ArvinMeritor Inc. said it will be laying off
approximately 1,350 hourly employees and 250 salaried workers over
the next 18 months and close 11 plants.

                     About ArvinMeritor

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

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


ATA AIRLINES: Chicago Express Gets Court Nod to Reject Agreements
-----------------------------------------------------------------
As previously reported, Chicago Express Airlines, Inc., sought the
United States Bankruptcy Court for the Southern District of
Indiana's authority to reject 71 executory contracts and unexpired
leases.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that the Agreements are for goods and services,
equipment, or personal and nonresidential real property that is no
longer necessary to the operations of Chicago Express.

                            *   *   *

Judge Lorch rules that nothing in the Order prohibits or restricts
Chicago Express' ability to contingently withdraw the request
prior to the effective date of rejection as to certain agreements.
Chicago Express may assume and assign those agreements as part of
the sale of its assets.

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 and 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)


AVOTUS CORP: Wholly Owns Applied Research After Exercising Option
-----------------------------------------------------------------
Avotus(R) Corporation (TSX Venture: AVS) exercised its option to
acquire the remaining 51% of Applied Research Technologies of Salt
Lake City.

The option is being exercised pursuant to the terms of the
purchase agreement dated September 30, 2004, under which Avotus
purchased a 49% interest in ART.

Price and terms are similar to the acquisition of the original
49%, plus a percentage of revenue for an earn-out period.

Through the acquisition of ART with its innovative e-procurement
technologies, including its online auction capabilities and best
practices methodologies, Avotus further extends the leadership
position of its Intelligent Communications Management(TM) (ICM)
solution set.  The transaction is expected to close on May 31,
2005 and is subject to the approval of the TSX Venture Exchange.

"The addition of ART's capabilities into Avotus' ICM model in 2004
gave us the ability to automate the complete communications
management cycle from procurement to payment," said Fred Lizza,
Avotus president and CEO.  "No one else in the industry has this
combination of technology and domain expertise to help
organizations fully manage their communications environments in
outsourced, hosted, or in-house deployments.  This acquisition
completes the process we began earlier and enables us to more
fully integrate the ART technology into our ICM solution."

Commented Brad Buxton, ART president, "Carriers have always
controlled negotiations.  The marriage of Avotus and ART is an
opportunity for businesses to take control of their relationships
with their service providers.  By combining the data and inventory
awareness created by Avotus ICM with the best practices and
savings of ARTools(R) WebAuction(TM) we are creating a new day in
the telecommunications industry and people are realizing that it's
a buyers' market."

Avotus Corporation -- http://www.avotus.com/-- provides solutions
that dramatically reduce the cost and complexity of enterprise
communications.  Intelligent Communications Management is Avotus'
unique model for a single, actionable environment that enables any
company to bring together decision-critical information about
communications expense management, procurement and systems usage
for wired, wireless and VoIP systems.  Deployed as an onsite or
hosted application, or as a completely outsourced value-added
managed solution, Avotus enables dramatic savings while improving
productivity and efficiency.  Avotus is empowering Fortune 500
companies as well as thousands of other organizations worldwide to
gain insight into and control over their communications
environment.  Its solutions are strongly supported and endorsed by
industry-leading partners such as Avaya, Cisco, and Nortel.

As of Dec. 31, 2004, Avotus Corporation's balance sheet deficit
narrowed to $586,922 from a $16,881,103 deficit at Dec. 31, 2003.


BELLAIRE GENERAL: Chap. 11 Case Converted to Chap. 7 Liquidation
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
converted Bellaire General Hospital LP's chapter 11 proceeding to
a chapter 7 liquidation at the Debtor's behest.

The Court entered the conversion order on April 29, 2005.  The
Debtor awaits the Court's approval of the appointment of Ben Floyd
as the chapter 7 Trustee.

Headquartered in Houston, Texas, Bellaire General Hospital, L.P.
-- http://www.bellairemedicalcenter.com/-- operates a hospital.
The Company filed for chapter 11 protection on January 3, 2005
(Bankr. D. Tex. Case No. 05-30089).  Daniel F. Patchin, Esq., at
McClain, Leppert & Maney, P.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $10 million
to $50 million.


BOISE CASCADE: Earns $64.7 Million of Net Income in First Quarter
-----------------------------------------------------------------
Boise Cascade Company (formerly Boise Cascade Holdings, L.L.C.)
reported first quarter 2005 net income of $64.7 million.
Excluding $15.2 million of income related to the change in the
fair value of interest rate swaps, net income was $49.5 million.
Net income in the first quarter of 2004 was $2.1 million.  First
quarter 2004 includes financial results for the period of January
1 through March 31, when OfficeMax Incorporated (the Predecessor)
operated the businesses.

                             FINANCIAL HIGHLIGHTS
                               ($ in millions)

                          Boise Cascade
                             Company       Predecessor
                             1Q 2005         1Q 2004
      Sales                 $1,432.3        $1,308.0
      Net Income               $64.7            $2.1
      EBITDA                  $111.5           $81.6

Operating results in first quarter 2005 are not comparable to the
results reported for the predecessor period in first quarter 2004
because of a number of factors, including:

     (i) depreciation expense was lower in first quarter
         2005 due to purchase accounting;

    (ii) pension and other postretirement benefit expenses were
         lower in first quarter 2005 due to OfficeMax retaining
         liabilities associated with its former employees and
         providing us with pension plans with improved funding
         levels; and

   (iii) the company was formed as a limited-liability company and
         were not subject to entity-level taxation in first
         quarter 2005.

Sales in first quarter 2005 increased 9.5% to $1.4 billion,
compared with $1.3 billion in the first quarter a year ago.  Sales
in all of our businesses increased during the three months ended
March 31, 2005, compared with the same period a year ago.  Paper
sales increased 8% due primarily to a 9% increase in weighted
average paper prices, offset in part by lower sales volumes.
Sales volumes in first quarter 2004 were particularly strong as
customers ordered paper ahead of announced price increases and we
shipped volumes in excess of our production, selling out of
inventory.  Packaging & Newsprint sales increased 26% due
primarily to a 9% increase in weighted average prices and an 8%
increase in sales volumes.  Wood Products sales were relatively
flat with the comparable period in the prior year, while Building
Materials Distribution sales rose 12% due in large part to a 7%
increase in sales volume and 5% higher prices.

Income from operations increased $63.1 million to $81.7 million in
first quarter 2005, compared with $18.6 million in the same period
a year ago.  Both our Paper and Packaging & Newsprint segments
reported increased income in first quarter 2005, while our Wood
Products segment reported decreased income.  Segment income in
Paper increased $55.0 million to $29.2 million due primarily to
increased paper prices and, to a lesser extent, decreased
depreciation expense and benefits costs.  Segment income also
increased in Packaging & Newsprint due to increased prices and
sales volume for linerboard and increased prices for newsprint.
Results in our Wood Products segment declined, compared with the
same period in the prior year, primarily because of a decrease in
sales volume and prices for plywood.  The decline in this segment
was partially offset by higher sales volumes, higher sales prices,
and lower raw material costs for our engineered wood products.
Operating income in our Building Materials Distribution segment
was essentially flat, as the increase in sales was offset by
increases in materials, labor, and other operating expenses.

Segment sales, income, and EBITDA for first quarter 2005 and first
quarter 2004 are shown in the tables below:

                                                 Boise Cascade
                                                    Company      Predecessor
     Segment sales ($ millions)                      1Q 2005        1Q 2004
     Paper                                            $357.8         $330.7
     Packaging & Newsprint                             193.8          153.7
     Wood Products                                     322.4          321.3
     Building Materials Distribution                   696.2          619.2
     Corporate and Other                                19.4           22.1
     Intersegment Eliminations                        (157.3)        (139.0)
       Total                                        $1,432.3       $1,308.0

     Segment income (loss) ($ millions)
     Paper                                             $29.2         $(25.8)
     Packaging & Newsprint                               4.5          (12.4)
     Wood Products                                      33.1           44.1
     Building Materials Distribution                    24.4           24.9
     Corporate and Other                               (10.3)          (7.0)
       Total                                           $80.9          $23.8

     Segment EBITDA (a) ($ millions)
     Paper                                             $42.2           $9.7
     Packaging & Newsprint                              13.7           (2.1)
     Wood Products                                      38.4           50.8
     Building Materials Distribution                    26.4           26.8
     Corporate and Other                                (9.2)          (3.6)
       Total                                          $111.5          $81.6

     (a) EBITDA represents income before interest (interest expense,
interest
         income, and changes in fair value of interest rate swaps), income
         taxes, and depreciation, amortization, and depletion.

Boise Cascade formerly known as OfficeMax, headquartered in Boise,
Idaho, manufactures engineered wood products, plywood, lumber, and
particleboard and distributes a broad line of building materials,
including wood products manufactured by the company.  Boise also
manufactures a wide range of specialty and premium papers,
including imaging papers for the office and home and papers for
pressure-sensitive applications, as well as printing and
converting papers, containerboard and corrugated boxes, newsprint,
and market pulp.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2005,
Standard & Poor's Ratings Services placed its ratings for
OfficeMax Inc., including the 'BB' corporate credit rating, on
CreditWatch with negative implications.

"This action reflects our concerns regarding the company's
softer-than-expected results for the fourth quarter and the
resignation of its CEO, Christopher C. Milliken," said Standard &
Poor's credit analyst Stella Kapur.  OfficeMax now needs to fill
three key senior management positions, including that of CEO, CFO,
and president of the retail business.

As reported in the Troubled Company Reporter on Jan. 3, 2005,
Moody's Investors Service upgraded the senior implied rating of
OfficeMax Incorporated to Ba1, upgraded the rating on the 7%
senior notes due November 2013 to Baa2, and assigned a speculative
grade liquidity rating of SGL-2. The outlook is stable.  This
concludes the review for upgrade initiated on
July 14, 2004.

The ratings upgraded:

   -- Senior implied rating to Ba1 from Ba2;
   -- Senior unsecured $560 million bank facility to Ba1from Ba2;
   -- Senior notes due 2013 to Baa2 from Ba2;
   -- Adjustable Conversion-Rate Equity Units to Ba1 from Ba2;
   -- Issuer rating to Ba1 from Ba2;
   -- Senior unsecured shelf to (P) Ba1 from (P) Ba2, and
   -- Preferred shelf to (P) Ba3 from (P) B1.


BROADBAND OFFICE: Court OKs Sale of Broadsoft Shares for $237,600
-----------------------------------------------------------------
Broadband Office, Inc., sought and obtained authority from the
U.S. Bankruptcy Court for the District of Delaware to sell 792,000
shares of Common Stock of Broadsoft, Inc., to Broadsoft for
$237,600.

The Common Stock has a $0.01 per share par value.  Broadsoft
agreed to buy back the shares at a purchase price of $0.30 per
share for a total purchase price of $237,600.

Shares of Broadsoft stock are not publicly traded, so
opportunities to liquidate the Broadsoft shares are limited.
KPCB Holdings, Inc., which asserts a first priority lien on the
shares, declined to make an offer for the shares.

The sale of the Stock to Broadsoft will be free and clear of
liens, claims and encumbrances.  KPCB's asserted liens will attach
to the proceeds of the sale with the same validity, perfection and
priority as currently existed.

The proceeds from the sale will not be distributed by the Debtor
without order of the Court or the written consent of the Official
Committee of Unsecured Creditors and KPCB Holdings, Inc.

Headquartered in San Mateo, California, Broadband Office, Inc.,
filed for chapter 11 protection on May 9, 2001 (Bankr. D. Del.
Case No. 01-1720).  BBO is now a non-operating company in the
process of liquidating its assets.  Adam Hiller, Esq., and David
M. Fournier, Esq., at Pepper Hamilton LLP represent the company.
When the Company filed for protection from its creditors, it
listed $100 million in assets and debts.


BUCA INC: Must Comply with July 29 Deadline to Continue Listing
---------------------------------------------------------------
BUCA, Inc. (Nasdaq: BUCAE) reported that the Nasdaq Listing
Qualifications Panel has granted the Company's request for
continued listing of the Company's securities on The Nasdaq
National Market provided that the Company meets certain
conditions, including the filing on or before July 29, 2005, of
its Annual Report on Form 10-K for the fiscal year ended December
26, 2004, and its Quarterly Report on Form 10-Q for the fiscal
quarter ended March 27, 2005.

The Company disclosed on March 31, 2005, that it had received
notice from the Nasdaq Stock Market that the Company was not in
compliance with the Nasdaq requirements for continued listing as a
result of its failure to file with the SEC its Annual Report on
Form 10-K for the fiscal year ended December 26, 2004 in a timely
fashion, and that its securities were therefore subject to
potential delisting from The Nasdaq National Market.  As permitted
by Nasdaq rules, the Company made a timely request for a hearing
before the Nasdaq Listing Qualifications Panel where it requested
an extension to file both its Annual Report on Form 10-K and its
Quarterly Report on Form 10-Q.

In connection with its granting of the Company's request for an
extension, the Listing Qualifications Panel is also requiring that
the Company provide certain information to the Panel, including
information regarding the Company's previously announced internal
investigation of matters relating to the termination of its
interim chief financial officer and chief information officer by
specified dates.  The Company intends to provide Nasdaq with
appropriate information in response to these requirements.  The
Company must also comply with all other continued listing
requirements of The Nasdaq National Market to maintain its
listing.  The fifth character "E" will remain appended to the
Company's symbol until the Company is in full compliance with
Nasdaq's filing and continued listing requirements.

If the Company is unable to comply with the conditions for
continued listing required by the Panel, then the Company's
securities are subject to immediate delisting from The Nasdaq
National Market.  The Company noted that work continues to be done
in connection with the completion of its financial statements for
the periods covered by the delinquent report and the audit and
review of those financial statements.  The Company intends to make
every effort, but cannot assure that it will be able to meet the
July 29, 2005 deadline established by the Panel.

                       About the Company

BUCA, Inc. owns and operates 107 highly acclaimed Southern Italian
restaurants under the names Buca di Beppo and Vinny T's of Boston
in 29 states and the District of Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 26, 2005,
BUCA, Inc. inked an agreement with its lenders to waive financial
covenant defaults under its credit facility, establish new
financial covenants, increase the interest rate payable under the
facility, and reduce the borrowing base.  The Company paid the
Lenders $400,000 for the waiver and amendment.

BUCA, Inc., and certain of its direct and indirect subsidiaries
are parties to a Credit Agreement dated as of November 15, 2004,
with Wells Fargo Foothill, Inc., and Ableco Finance LLC, as
lenders, and Wells Fargo Foothill, Inc., as the arranger and
administrative agent for the Lenders.

Pursuant to the Amendment and Waiver, the members of the Lender
Group have:

   -- waived the Borrowers' current defaults under the Credit
      Agreement, including without limitation the defaults as of
      December 26, 2004 under the financial covenants regarding
      minimum EBITDA and fixed charge coverage,

   -- agreed to ease the minimum EBITDA and fixed charge coverage
      required for certain relevant testing periods in fiscal
      years 2005 and 2006, and

   -- agreed to amend the Credit Agreement in certain other
      respects.

In consideration for that waiver and amendment, the Borrowers have
agreed to:

   -- an increase in the interest rate on the $15,000,000 Term
      Loan B under the Credit Agreement by 2% per annum effective
      February 1, 2005 (subject to possible partial reduction in
      the future if certain conditions are met);

   -- a reduction in their borrowing base multiple under the
      Credit Agreement, commencing in 2006, from:

      (i) the lesser of:

           (A) 2.75 times trailing twelve-month EBITDA, minus
               $20,000,000, and

           (B) 60% of the most recently determined enterprise
               value of the Company and its direct and indirect
               subsidiaries, minus $20,000,000 (in each case as
               reduced by certain reserves), to

     (ii) the lesser of:

           (A) 2.50 times trailing twelve-month EBITDA, minus
               $20,000,000, and

           (B) 60% of the most recently determined enterprise
               value of the Company and its direct and indirect
               subsidiaries, minus $20,000,000 (in each case as
               reduced by certain reserves); and

    -- deliver delinquent financial reports by August 31, 2005,
      and provide the Lenders with monthly financial reports.

BUCA had promised that it would report minimum EBITDA of
$3.7 million for the three-month period ending March 27, 2005;
that target's been cut to $1.9 million.  For the six-month period
ending June 26, 2005, BUCA had promised to report at least $6.9
million of EBITDA; the new target is $4.7 million.


CALPINE CORP: Metcalf Offering $155M Redeemable Preferred Shares
----------------------------------------------------------------
Calpine Corporation's (NYSE: CPN) indirect subsidiary, Metcalf
Energy Center, LLC, intends to commence a $155 million offering of
5.5-Year Redeemable Preferred Shares.  Concurrent with the
issuance of the Preferred Shares, Metcalf LLC will refinance,
through a five-year, $100 Million Senior Term Loan, an existing
$100 million non-recourse construction credit facility.  Metcalf
LLC owns Calpine's 602-megawatt Metcalf Energy Center in San Jose,
Calif.

The proceeds from the offering of the Redeemable Preferred Shares
will ultimately be used as permitted by Calpine's existing bond
indentures.  Proceeds from the offering of the Senior Term Loan
will be used to refinance all outstanding indebtedness under the
existing construction credit facility, to complete construction of
the Metcalf power plant, to pay fees and expenses related to the
transaction, and as permitted by Calpine's existing bond
indentures.

The Redeemable Preferred Shares have not been registered under the
Securities Act of 1933, and may not be offered in the United
States absent registration or an applicable exemption from
registration requirements.  The Redeemable Preferred Shares will
be offered in a private placement in the United States under
Regulation D under the Securities Act of 1933 and outside of the
United States pursuant to Regulation S under the Securities Act of
1933.

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

                         *     *     *

As reported in the Troubled Company Reporter on May 11, 2005,
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.


CATHOLIC CHURCH: Tucson Judge Nixes Substantive Consolidation Bid
-----------------------------------------------------------------
Philip Hower and Meta Hower filed a complaint for declaratory
relief and substantive consolidation against the Diocese of Tucson
and approximately 76 parishes, schools and other institutions
falling within the Debtor's network.  The Complaint is based on
theories that:

   -- the Affiliated Entities are not entities separate from the
      Diocese;

   -- the Diocese has complete domination and control over the
      Affiliated Entities; and

   -- the relationship between the Diocese and the Affiliated
      Entities warrants substantive consolidation under
      principles of bankruptcy law.

The Howers seek, among other things, a declaratory judgment that
the Affiliated Entities and their assets are not separate, legally
recognized entities, are owned by the Diocese, and that the
Affiliated Entities should be substantively consolidated with the
Debtor.

The Howers contend that the real property identified as belonging
to Diocese-Related Entities in (i) Line 14 and amended Line 14 of
the Diocese's Statement of Financial Affairs, (ii) Schedule F and
amended Schedule F of the Diocese's Schedule of Assets and
Liabilities, and (iii) the Diocese's Web site, are under the
Diocese's complete and absolute control and domination, and that
the Diocese owns the Disputed Real Property.

The Howers allege that the Diocese "has grievously erred or
attempted to perpetrate a fraud upon the U.S. Bankruptcy Court for
the Southern District of Indiana and the creditors" by not listing
the Disputed Real Property as assets of the estate in its
Schedules and Statement.  The Howers allege that the omission of
these properties from Diocese's Schedules was, at best, in error
and, at worst, fraudulent, and unjustified and mean-spirited.

The Howers also assert that the Diocese "is attempting to
sequester its most valuable assets under the falsehood of claimed
independence, when it knows that the disputed properties are
integral, inseparable parts of the debtor's estate."

Prior to the Petition Date, the Howers filed tort-based lawsuits
against Tucson before the U.S. District Court for the District of
Arizona, based on sexual and emotional abuse, distress, fraud,
obstruction of justice, and racketeering involving other persons
or entities associated with or representing the Diocese or
parishes, missions, schools, or other Diocese-related
institutions.  The tort suits have been removed to the Bankruptcy
Court as a result of the Diocese's Chapter 11 petition.

                    Howers Took the Initiative

Ivan Safyan Abrams, Esq., asserts that the Official Committee of
Tort Claimants ought to have filed the Complaint as part of its
fiduciary duty to protect the creditors it represents.  Despite a
request made to the counsel for the Litigants Committee,
C. Taylor Ashworth, Esq., to undertake this burden, Mr. Abrams
says the Committee's counsel has neither contacted him nor filed
the appropriate pleadings.  Thus, the Howers were compelled to
seek to preserve their financial and other interests and those of
others similarly situated, and to file the Complaint.

However, the Diocese has significant strong-arm powers and
avoidance powers arising solely under the Bankruptcy Code, which
could materially enhance the bankruptcy estate.  The Howers did
not include claims for relief based on those powers because they
could only allege them if the Bankruptcy Court delegates the
powers to them.

Mr. Abrams informs Judge Marlar that the Diocese may have other
avoidance actions against the Affiliated Entities.  The Diocese
may have transferred property to the Affiliated Entities during
the 90-day preference period.  These transfers may be avoidable
preferences under Section 547 of the Bankruptcy Code.  In
addition, the Diocese may have conveyed property to the Affiliated
Entities during the one-year prepetition period, which transfers
may be recoverable under Section 548.

             Tucson Won't Exercise Strong-Arm Powers

The Howers assert that the Affiliated Entities are "insiders."
While the transfers do not appear on the Debtor's Statement of
Financial Affairs, Tucson's contention that the Affiliated
Entities are independent of the Diocese may have been the
rationale for not disclosing transfers, if any.

The Howers believe that the Diocese will not take the actions
necessary to exercise its strong-arm powers, to avoid any
interests in the properties or to avoid transfers to the
Affiliated Entities.

For this reason, the Howers seek the Court's authority to pursue
claims against the Affiliated Entities arising under Sections 544,
545, 547, 548 and 550.

                            Objections

A. Tucson Diocese

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang LLP, in
in Tucson, Arizona, tells Judge Marlar that Philip Hower and Meta
Hower are seeking "extraordinary relief" to be able to pursue
actions on behalf of the entire estate as individual creditors.
The Howers do not have a valid claim, or for that matter, a claims
alleging childhood abuse.  This reason alone is sufficient to deny
the Howers' request.

Ms. Boswell also notes that the Howers fail to show a colorable
cause of action that, if successful, would benefit the estate on a
cost benefit analysis or show that the Diocese or the Official
Committee of Tort Claimants has abused its discretion by not
bringing the action.  Ms. Boswell points out that the Diocese's
Plan of Reorganization gives Tort Claimants who are the victims of
sexual abuse by Diocesan clergy, the ability to accept prompt and
fair compensation.

Tucson, therefore, asks Judge Marlar to deny the Howers' request
in its entirety.

B. Tort Committee

On behalf of the Official Committee of Tort Claimants, C. Taylor
Ashworth, Esq., at Stinson Morrison Hecker LLP, in Phoenix,
Arizona, argues that (i) the commencement of avoidance actions is
not necessary or beneficial to the estate or its creditors at this
time, and (ii) the Howers are not appropriate parties to represent
the bankruptcy estate.

The Tort Committee believes that the Diocese's conduct of the
proceedings is consistent with the highest standards for the
Chapter 11 "bargaining process."

Mr. Ashworth tells Judge Marlar that Tucson has promptly proposed
a plan of reorganization.  It has actively encouraged the Tort
Committee and Tort Claimants to participate in the negotiated
formulation of that Plan.  It has diligently -- and with
considerable success -- pursued settlements with insurers and
others to fund the Plan.  This is an alternative to litigation of
the "parish property" issue as well as other issues.

Mr. Ashworth notes that Tucson has charted a different course in
its Chapter 11 case.  The Tort Committee supports a full
opportunity to pursue this course.

                   Court Denies Howers' Request

Judge Marlar denies the Howers' request as premature.  Judge
Marlar advises the Howers to "wait to see if the Plan is confirmed
in a couple of months before we go into lengthy litigation."

Judge Marlar dismisses the Complaint for Declaratory Relief,
without prejudice.

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: BG Capital Takes Preferred Equity Position
------------------------------------------------------------
Clearly Canadian Beverage Corporation (OTCBB:CCBEF) has now
completed its financing with BG Capital Group Ltd., pursuant to
which BG Capital has purchased US$1,000,000 of preferred shares in
the capital of Clearly Canadian, and has converted its previous
US$1,000,000 secured loan and demand note into preferred shares,
each at a price of US$1.00 per preferred share.

Clearly Canadian issued 2,000,000 Class A preferred shares to BG
Capital.  The Class A preferred shares will be exchanged for
2,000,000 Class B preferred shares upon completion of the
previously announced US$3,000,000 brokered and non-brokered
private placements.

At BG Capital's election, it is entitled to convert the Class B
preferred shares into that number of common shares in the capital
of Clearly Canadian that equals 50% of the fully diluted common
shares of Clearly Canadian at the time of conversion.

                          About BG Capital

BG Capital Group is a merchant bank specializing in small to mid-
cap growth opportunities.  Its holdings include 100%, 50% and
largest shareholder positions in numerous public and private
companies throughout the United States and Canada.  BG Capital has
over 20 years of investor relations experience as well as in-depth
marketing and financial management expertise.  It has an
incredible track record of success in identifying promising
enterprises and profitably growing them with an effective hands-on
management style.

                       About Clearly Canadian

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.

Additional details about the Clearly Canadian's Transactions with
BG Capital appeared in the Troubled Company Reporter on April 7,
2005, March 7, 2005, and February 22, 2005.


CNE GROUP: AMEX Warns of Possible Stock Delisting
-------------------------------------------------
CNE Group, Inc. (AMEX: CNE), reported that on May 5, 2005, it
received notice from the American Stock Exchange Staff indicating
that at December 31, 2004 it did not meet certain of AMEX's
continuing listing standards, specifically its:

    (i) Stockholders' Equity being less than $6,000,000 (Section
        1003(a)(iii) of the AMEX Company Guide), and

    (ii) financial condition has become so impaired that it
         appears questionable that it will be able to continue
         operations and/or meet its obligations as they mature
         (Section 1003(a)(iv) of the AMEX Company Guide).

AMEX has requested the Company to submit a plan, by June 6, 2005,
that will demonstrate to AMEX the Company's ability to regain
compliance, which the Company intends to do.  The Plan is subject
to the approval and to periodic monitoring by AMEX.  Assuming the
Company achieves its scheduled financial milestones as determined
by AMEX, it will have until November 5, 2005 to regain compliance
with the continuing listing requirements.  If the Company does not
achieve its scheduled financial milestones as determined by AMEX,
the Company will lose its AMEX listing.

At December 31, 2004, the Company's Stockholders' Equity was
approximately $5,595,000, its current assets were $525,000, and
its current liabilities were $3,672,000 of which primarily
included notes and debenture payable and related interest payable
amounting to approximately $1,945,000.  No event of default has
been declared by any holder thereof as of the date hereof.
Management and the noteholders, who include directors, officers
and an employee of the Company who is also a director, are
currently renegotiating the terms of these notes.

                    About the Company

CNE Group is a holding company whose primary operating
subsidiaries are SRC Technologies, Inc., and U.S. Commlink, Ltd.
SRC has two operating subsidiaries: Connectivity, Inc., and Econo-
Comm, Inc.  Econo-Comm, Inc. conducts business under the name of
Mobile Communications.  These companies, which CNE acquired on
April 23, 2003, market, manufacture, repair and maintain remote
radio and cellular-based emergency response products to a variety
of federal, state and local government institutions, and other
vertical markets throughout the United States.  SRC has
intellectual property rights to certain key elements of these
products -- specifically, certain communication, data entry and
telemetry devices.  In addition, CNE engages in the business of
e-recruiting through its CareerEngine, Inc., subsidiary.  The
e-recruiting business does not generate a significant part of
CNE's revenue, and is not significant to the operations of the
Company.

                        *      *      *

As reported in the Troubled Company Reporter on May 9, 2005, Rosen
Seymour Shapss Martin & Company LLP audited CNE Group, Inc.'s
consolidated financial statements for the year ending Dec. 31,
2004.  Their report includes language stating that substantial
doubt exists as to CNE's ability to continue as a going concern.
The auditors observe that CNE's financial statements show an
accumulated deficit at December 31, 2004, of approximately
$21,500,000.  The Company has incurred substantial losses from
continuing operations and sustained substantial cash outflows from
operating activities.  Further, at December 31, 2004, CNE's
balance sheet shows a $3,146,873 working capital deficit.


COEUR D'ALENE: A. Lundquist & A. Vitale Elected as New Directors
----------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE; TSX: CDM) reported the
election of Andrew Lundquist and Alex Vitale as the newest members
of its Board of Directors, at the Company's Annual Shareholders
meeting held on May 10 in Coeur d'Alene.

Mr. Lundquist is Managing Partner of Lundquist, Nethercutt &
Griles LLC, a business and government relations consulting and
project management firm he founded in 2002.  He is also a Director
of Pioneer Natural Resources Company, an oil and gas company, and
AREVA, the American division of a French nuclear company.

Mr. Vitale is Managing Director in the Technology Investment
Banking Department of Deutsche Bank Securities Inc.

Each of the nine members of Coeur's Board of Directors were
elected to one year terms by more than 95% of the votes cast at
the Annual Meeting and a quorum of 83% of shareholders voting.  In
addition to Mr. Lundquist and Mr. Vitale, re-elected directors to
the board were Dennis E. Wheeler, James J. Curran, Cecil D.
Andrus, John H. Robinson, Robert E. Mellor, Timothy R. Winterer
and J. Kenneth Thompson.  Voting on the proposal for the 2005
Non- employee Directors' Equity Incentive Plan was adjourned until
June 3, 2005 due to lack of quorum established at the meeting for
this proposal.

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold.  Coeur has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile, Bolivia and Australia.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2004,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior unsecured debt ratings on Coeur D'Alene Mines
Corporation and removed the ratings from CreditWatch, where they
were placed on June 1, 2004, with positive implications.  S&P said
the outlook is stable.  Coeur D'Alene, an Idaho-based silver and
gold mining company, currently has about $180 million in debt.


COLETO CREEK: Fitch Affirms BB/BB- Ratings on Secured Loans
-----------------------------------------------------------
Fitch Ratings expects to affirm the 'BB' and 'BB-' ratings,
respectively, of Coleto Creek WLE, LP's $205 million secured 1st
lien term loan due 2011 (B loan) and $150 million secured 2nd lien
term loan due 2012 (C loan) upon completion of the proposed $35
million issuance.  The issuance will consist of an advance under
the existing B loan, and the proceeds will partially finance a
cash distribution to the sponsors.

The ratings are currently constrained by the refinancing risk
associated with the projected outstanding principal balance at
maturity.  Fitch has evaluated Coleto's credit quality on a stand-
alone basis, independent of the credit quality of its owners.

Fitch views Coleto's projected financial performance as sufficient
to support the additional debt burden at the current rating level.
The cumulative effect of interest and principal on the additional
debt is to increase the projected outstanding principal balance in
2011 to $279 million.  The current ratings remain consistent with
the probability of default on said balance attributable to a
failed hypothetical refinancing of that balance.

See Fitch's new issue report, 'Coleto Creek WLE, LP,' dated Oct.
20, 2004, for a detailed discussion of the refinancing analysis.

Updated projections provided by the sponsors were incorporated in
Fitch's refinancing analysis.  The projections include a revised
capital expenditure plan, the impact of new emissions guidelines
on operating expenses, and additional revenue from the extension
of an existing power purchase agreement.  Taken together, these
changes have little effect on cash available for debt service
prior to the maturity of the loans.  Over the long term, annual
CAFDS has been reduced by approximately $6 million, resulting in
only a slight decline in debt service coverage ratios under a
hypothetical refinancing scenario.

In response to the Clean Air Interstate Rule, management has
chosen to burn Powder River Basin coal of higher-quality and
lower-sulfur content than previously contemplated.  The schedule
of capital expenditures has been modified accordingly, and the
improvements necessary to facilitate the transition to the planned
fuel mix have been scheduled for completion in 2008. Cumulative
capital expenditures remain unchanged through the maturity of the
loans, and the impact on projected financial performance is minor.
The installation of pollution control equipment, the use of
higher-quality PRB coal, and the projected availability of
allowances under CAIR are expected to reduce Coleto's emissions
costs.

However, operating expenses have increased with the purchase of
the more expensive, high grade PRB coal.  Management also
anticipates higher demand for PRB coal under the new CAIR
guidelines and has adjusted fuel expenses accordingly.  In the
medium term, the increased cost of PRB coal will be partially
offset by the two-year extension of an existing fixed-price PPA,
which will provide additional revenue and greater cash flow
stability.

Coleto is a special purpose vehicle formed solely to own the
Coleto Creek power generation facility and is indirectly owned by
Sempra Energy Partners and Carlyle/Riverstone Global Energy &
Power Fund II, LP.  Coleto wholly owns a base-load, coal-fired
generation facility with a net capacity of 632 MW, a coal-blending
facility and five coal trains located in Goliad County, Tex.
Coleto currently sells energy and capacity to investment-grade
counterparties under multiple PPAs expiring between 2008 and 2014.
Contractual revenues contribute approximately 90% of total
revenues through 2009.  Uncommitted output is sold on a merchant
basis and represents between 10% of total capacity until 2009 and
over 98% thereafter.  Sempra Energy Resources, an affiliate of
SEP, oversees operations, markets energy and capacity, procures
fuel, and provides general management services.


COLETO CREEK: S&P Puts Low-B Ratings on $378.1 Million Term Loans
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Coleto Creek WLE LP's $228.1 million first lien term loan B1 due
2011 and its 'BB-' rating to Coleto Creek's $150 million second
lien term loan C1 due 2012.

Standard & Poor's also assigned its '1' recovery rating to the
term loan B and '3' recovery rating to the term loan C.

The '1' recovery rating indicates a high expectation of full
recovery of principal in the event of a default, while the '3'
rating indicates meaningful (50%-80%) recovery of principal in the
event of a default.

The lower rating on term loan C reflects the subordinated nature
of the second lien, and the requirement that any principal
payments on loan C can be made only after term loan B has been
completely paid off.

Proceeds from the loans will be used to refinance $193.1 million
that is outstanding under the $205 million term loan B issued in
July 2004 and the $150 million term loan C also issued in July
2004.

The current borrowing program, which involves $35 million in new
money under the term loan B structure, will also enable the
project to pay a $50 million dividend to the sponsors, including
$15 million from $26.5 million in cash on the balance sheet as of
March 31, 2005.

The rating incorporates Coleto Creek's plans for the installation
of a baghouse and selective non-catalytic reduction and a shift to
100% Power River Basin (PRB) coal, which entails a capital
expenditure that is about $30 million greater over the next six
years than the original plan in July 2004.

"The higher capital expenditure and the increase in debt burden
are partly offset by the extension of the 150 MW purchased power
agreement with J. Aron for two years from July 2006 to June 2008,
the lower cost and volatility associated with PRB coal, and the
expected reduction in interest costs from the refinancing," said
Standard & Poor's credit analyst Swami Venkataraman.

"These factors enable coverage ratios and recovery expectations to
remain in line with the ratings," said Mr. Venkataraman.


COLUMBIA HOUSE: BMG Direct Sale Prompts S&P to Watch Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' ratings on New
York, New York-based Columbia House Co. on CreditWatch with
positive implications.

The rating action follows the recent announcement that BMG Direct,
a subsidiary of Bertelsmann AG (BBB+/Stable/A-2), has entered into
an agreement to acquire Columbia House, a club-based direct
marketer of music and video products, for an undisclosed amount.

"Upon the completion of the transaction, ratings will be raised to
reflect the much higher credit strength of the new parent
company," said Standard & Poor's credit analyst Ana Lai.


COMPRESSION POLYMERS: S&P Rates $215 Mil. Sr. Unsec. Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services said today that it affirmed its
'B' corporate credit rating on Moosic, Pennsylvania-based building
products manufacturer Compression Polymers Holdings LLC in
connection with its sale to AEA Investors LLC.  The outlook is
stable.

At the same time, Standard & Poor's assigned its 'B-' senior
unsecured rating to the $65 million floating rate notes due 2012
and $150 million fixed-rate notes due 2013, issued under Rule 144a
with registration rights, of Compression Polymers Holding Corp.
(Compression; Compression LLC's successor company).  The senior
unsecured debt is rated one notch below the corporate credit
rating, based on Standard & Poor's expectations that the level of
priority liabilities, relative to Compression's assets, will place
senior unsecured lenders at a disadvantage in bankruptcy.  The
senior unsecured notes are guaranteed by Compression's wholly
owned operating subsidiaries, Compression Polymers Corp. and Vycom
Corp. The newly assigned ratings are based on preliminary terms
and conditions.

Proceeds from the unsecured notes plus equity were used to finance
the acquisition (excluding fees) of the company by AEA from the
previous equity sponsors.  Compression's existing bank debt was
repaid, and the related ratings have been withdrawn.  Total debt
at closing was about $217 million, including capitalized operating
leases.

"Credit measures are expected to be weak as a result of the
increased debt leverage and interest expense associated with its
new capital structure.  Rising interest rates are also expected to
contribute to relatively thin free cash flows," said Standard &
Poor's credit analyst Lisa Wright.  "The outlook could be revised
to negative, or the ratings lowered, if earnings and liquidity are
affected by weaker end-market conditions, more competition, or
greater-than-expected increases in resin costs or interest rates.
A ratings upgrade is unlikely unless the company establishes a
larger presence in the exterior trim market."

Compression, with 2004 sales of $170 million, operates three main
plastic product segments:

    (1) trimboard (sold under the AZEK brand),

    (2) bathroom partitions and lockers, and

    (3) plastic sheet manufacturing.


COMPTON PETROLEUM: Posts $10.06M Net Income for First Quarter
-------------------------------------------------------------
Compton Petroleum Corporation disclosed its financial and
operating results for the quarter ended March 31, 2005.

First Quarter Highlights:

    --  Quarterly production averages 28,714 boe/d, 12% increase
        from first quarter 2004.

    --  Revenue of $107 million, 20% increase from first quarter
        2004.

    --  Cash flow of $52 million, 28% increase from first quarter
        2004.

    --  $90 million equity issue completed.

    --  60 wells drilled.

    FINANCIAL SUMMARY

    ------------------------------------------------------------------------
-
    Three Months Ended March 31,
     ($000s, except per share amounts)          2005       2004      %
Change
    ------------------------------------------------------------------------
-

    Gross revenue                            $ 106,589  $  89,031       +20%
    Cash flow from operations(1)             $  52,277  $  40,948       +28%
    Cash flow/share - basic(1)               $    0.43  $    0.35       +23%
                    - diluted(1)             $    0.41  $    0.33       +24%
    Adjusted net earnings from
     operations(1)                           $  15,354  $  14,235        +8%
    Net earnings                             $  10,059  $  22,301       -55%
    Net earnings per share - basic           $    0.08  $    0.19       -58%
                           - diluted         $    0.08  $    0.18       -56%
    Capital expenditures                     $  96,379  $  84,048       +15%
    ------------------------------------------------------------------------
-
    (1) See cautionary statement located at the front of the Management
        Discussion and Analysis.


    OPERATING SUMMARY

    ------------------------------------------------------------------------
-
    Three Months Ended March 31,                2005       2004   % Increase
    ------------------------------------------------------------------------
-

    Average production
      Natural gas (mmcf/d)                         130        120         8%
      Liquids (bbls/d)                           7,090      5,655        25%
    ------------------------------------------------------------------------
-
      Total (boe/d)                             28,714     25,717        12%

    Average pricing(1)
      Natural gas ($/mcf)                    $    6.60  $    6.25         6%
      Liquids ($/bbl)                            46.23      40.03        15%
    ------------------------------------------------------------------------
-
      Total ($/boe)                          $   41.25  $   38.04         8%

    Field netback ($/boe)                    $   24.31  $   22.86         6%
    ------------------------------------------------------------------------
-
    (1) 2004 prices have been restated to exclude hedge losses and
        transportation charges.


                        Operations Review

Compton drilled 60 (51 net) wells during the first quarter of
2005.  The Company is budgeting 66 wells for the second quarter,
with drilling accelerating in the second half of the year.
Currently, over 90% of the Company's 2005 drilling locations have
been identified and surface rights are being acquired. Although
first quarter operations were affected by an early break up, the
Company believes its expanded 2005 drilling program remains
achievable.

Drilling Summary

Of the 60 (51 net) wells drilled during the quarter, 16 were
classified as exploratory and 44 as development wells.  The
increasing development of the Company's oil and gas plays is
reflected in a higher percentage of development wells in 2005
compared to prior years.

The following table summarizes drilling results to March 31, 2005.

    ------------------------------------------------------------------------
-
                            Gas      Oil      D&A    Total      Net  Success
    ------------------------------------------------------------------------
-
    Southern Alberta         25        -        -       25       22     100%
    Central Alberta          10        -        -       10        7     100%
    Peace River Arch          -       20        4       24       22      83%
    ------------------------------------------------------------------------
-
                             35       20        4       59       51      93%
    Standing, cased wells                                1        -
    ------------------------------------------------------------------------
-
    Total                                               60       51
    ------------------------------------------------------------------------
-

Southern Alberta

The majority of Compton's exploration and development activities
in 2005 will continue to focus on Southern Alberta. The Company
plans to spend $251 million in the South and drill 269 wells.
Compton holds approximately 1,220 sections of land in the area,
prospective for multiple zones, including the plains Belly River,
foothills multiple thrusted Belly River sands at Callum, Basal
Quartz at Hooker and the Wabamun/Crossfield at Okotoks/Mazeppa.
Additional upside exists in the shallower Edmonton
Formation/Horseshoe Canyon Coals.  During the first quarter of
2005, the Company drilled 25 (22 net) wells with a 100% success
rate in Southern Alberta.

Horseshoe Canyon Coal Bed Methane

During the third quarter of 2004, Compton recompleted six wells
targeting the Horseshoe Canyon Coals, primarily at Centron, Gladys
and Brant to further assess the area's CBM potential.  The results
were encouraging and the recompleted wells appeared to be very
similar to those wells of industry competitors immediately north
and south of the Company's acreage.

Recently the Company has cored four wells in the Horseshoe Canyon
CBM zone.  This will augment our upcoming pilot drilling program
of 24 wells.  The Company's first pilot, consisting of four wells,
has been licensed and drilling has commenced. Licensing of the
second pilot is underway.  Full geological/resource results are
expected by the middle of the fourth quarter.

Hooker

Compton continued its successful Basal Quartz drilling program at
Hooker in the first three months of 2005. Hooker has and continues
to be a main component of Compton's multiple resource plays. Since
1999, Compton has drilled 20-24 wells annually at Hooker.  The
Company has determined that the pool, discovered by Compton, has
expanded to 1.5 tcf gas-in-place.  Four successful wells were
drilled and cased in the first quarter, and the Company remains on
track to drill 36 wells at Hooker during the year.

Plains Belly River

In the first quarter, Compton drilled 19 gas wells of a planned
65 well program targeting Belly River sands in the Centron, Gladys
and Brant areas.  The Company's drilling program was delayed by
the early break-up.  All wells encountered multiple pay sections
and uphole produceable Horseshoe Canyon Coals.  The Company
employed its extensive 3D and 2D seismic data base to successfully
target the various Belly River sands.  Confirmation, through
drilling, of the Company's seismic models has resulted in superior
first quarter results and recognition of a large number of
additional locations.

In the first quarter, Compton continued to add to its land base by
acquiring an additional township of land targeting Belly River and
Horseshoe Canyon coals.  Currently Compton has in excess of 150
locations in various stages of acquisition.

Callum Thrusted Belly River

As a result of continuing seismic interpretation, coupled with
geologic mapping of recent drilling, Compton has added two multi-
well pads to its existing program at Callum.  In the second
quarter Compton will spud its first well of the 2005 program.

Callum is a multiple thrusted, over pressured, gas charged Belly
River play with 25-35 individual sands found over 1000m of
vertical section.  Compton has not encountered any free water in
the sands over this section.  A key to success in developing the
Callum prospect rests with rock characterization and completion
optimization. In the eight Compton wells drilled to date, various
completion techniques have been evaluated.  All have produced gas,
with initial production ranging from 300 mcf/d to 2.1 mmcf/d. In
order to develop a representative petrophysical and engineering
model to optimize this resource, Compton plans on cutting core on
all wells drilled in 2005.  To date, Compton has cored one well.
Coring allows for a first hand examination of the rock and a
comparison and calibration of well log response.  When combined
with specialized core analysis techniques, the results aid in
identifying the more prospective sand intervals, as well as
appropriate completion fluids and methods to maximize production
from these complex rock types.  Compton estimates gas-in-place at
Callum is approximately 80 bcf per section.

Based on Compton's initial detailed geological and engineering
analysis of core, well log, test and production data, Callum
appears to exhibit many similarities to deep tight gas pools in
the Rocky Mountain region of the United States, including the
Jonah and Pinedale pools of the Greater Green River Basin in
Wyoming.  Compton is employing knowledge derived from these pools
in the development of the Callum prospect.

Wabamun/Crossfield

Compton applied to the Alberta Energy and Utilities Board for
approval to drill up to six horizontal wells at the north end of
the Okotoks Wabamun "B" pool on the site of an existing producing
well, just outside the southeastern limits of the City of Calgary.
This is a unique, cooperative project designed to manage and
coordinate surface and subsurface development where existing
operations are faced with encroachment of urban communities and to
accelerate the depletion of Compton's reserves.  If the well
licenses are approved, Compton has committed to abandon these six
wells in the Okotoks area within 15 years compared to the
projected remaining life of more than 50 years for the two
existing wells.  The EUB conducted an extensive eight week hearing
during the first quarter of 2005 to review the well applications
and a decision is expected near the end of the second quarter.

Central Alberta

Central Alberta provides Compton excellent exploration and
development drilling opportunities using similar techniques
gained through its experience from Southern Alberta Deep Basin
unconventional gas drilling.  The Company plans to spend
$68 million in Central Alberta in 2005 and drill 58 wells in the
area.  Compton drilled 10 (7 net) wells in the first quarter of
2005 with a 100% success rate.

The Company drilled 6 gas wells at Niton during the first quarter,
with all wells encountering multiple pay zones. It is anticipated
that production from these wells and future offsets will result in
Compton expanding its 20 mmcf/d gas plant in the second half of
the year.

Peace River Arch

The Peace River Arch area contains multi-zone potential, including
light oil production at Cecil and Worsley and natural gas
exploration at Howard and Pouce Coupe.  The Company plans to spend
$51 million in the Arch in 2005 and drill 56 wells. The Company
drilled 24 (22 net) wells in the first quarter of the year with an
83% success rate.

Following a very successful 2004 drilling program, Compton
accelerated its Worsley drilling program for 2005. Seventeen wells
were drilled and cased in the first quarter of 2005, with all
wells generating better results than existing wells.  As a result
of first quarter success, the Company has expanded its drilling
program by 55 additional locations in the pool.

Approval for a pool wide waterflood on the Charlie Lake H and J
pool at Worsley was received in February 2005.  The waterflood is
projected to increase the ultimate recovery rate from 5-7%,
primary, to 25%.  Six wells are being converted to injectors to
facilitate the pool wide waterflood.  Compton hopes to double the
reserve value and production from the Charlie Lake H and J pools
by year-end.

Compton Petroleum Corporation is a Calgary-based independent
public company actively engaged in the exploration, development
and production of natural gas, natural gas liquids and crude oil
in the Western Canada Sedimentary Basin.  The Company's capital
stock trades on the Toronto Stock Exchange under the symbol CMT,
and is included in both the S&P/TSX Composite Index and the TSX
Mid-Cap Index.

                         *     *     *

As reported on the Troubled Company Reporter on May 7, 2002,
Standard & Poor's assigned its single-'B' senior unsecured debt
rating to Compton Petroleum Corp.'s proposed US$150 million debt
issue maturing in 2009.  At the same time, Standard & Poor's
affirmed its single-'B'-plus corporate credit rating on the
Calgary, Alberta-based company.  S&P says the outlook is stable.

Standard & Poor's also withdrew its single-'B'-minus subordinated
debt rating on Compton's originally proposed US$150 million issue,
as this senior unsecured issue is being offered in lieu of the
original subordinated notes.


CONGOLEUM CORP.: March 31 Balance Sheet Upside-Down by $21 Million
------------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) reported its financial results
for the first quarter ended March 31, 2005.  Sales for the three
months ended March 31, 2005 were $57.6 million, compared with
sales of $52.0 million reported in the first quarter of 2004, an
increase of 10.8%.  The net loss for the quarter was $352
thousand, versus a net loss of $435 thousand in the first quarter
of 2004.

Roger S. Marcus, Chairman of the Board, commented "First quarter
sales grew from 2004 to 2005 due to higher selling prices coupled
with increased unit volume.  Unit volume improved through growth
in builder products and upper end residential tile, partly offset
by declines in sales of do-it-yourself tile through home centers.
Selling price increases we instituted in 2004 and early 2005 to
pass along raw material cost increases accounted for just over 7%
of the total sales growth.  Unfortunately, the rampant inflation
in the cost of raw materials, particularly resins, amounted to
more than eight points in gross margin versus the first quarter of
last year, significantly more than what we passed along in our
pricing.  We continue to improve manufacturing efficiency and
control operating expenses.  However, the combined effect of these
improvements, our higher unit volume, and increases in selling
prices, merely offset the surge in raw material prices.  We had
hoped the raw material cost inflation would moderate, but it has
not abated."

Mr. Marcus continued, "As we indicated last month, we continue to
make positive progress with our reorganization.  We reached an
agreement in principle with representatives of the Asbestos
Claimants' Committee and the Future Claimants' Representative to
make certain modifications to our proposed plan of reorganization
and related documents governing the settlement and payment of
asbestos-related claims against Congoleum.  Our attorneys are
preparing an amended plan and disclosure statement which we expect
to submit to the court in the near future.  We remain committed to
overcoming the inevitable challenges, getting a plan confirmed,
and putting the financial and management burden of our asbestos
liabilities behind us."

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago. Domenic
Pacitti, Esq., at Saul Ewing, LLP, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $187,126,000 in total assets and
$205,940,000 in total debts.

At Mar. 31, 2005, Congoleum Corporation's balance sheet showed a
$21,341,000 stockholders' deficit, compared to a $20,989,000
deficit at Dec. 31, 2004.


DELTA AIRLINES: Has Uncertainty About GECC & Amex Loan Covenants
----------------------------------------------------------------
Delta Air Lines, Inc., says there's significant uncertainty
whether it will be in compliance with the financial covenants
contained in financing agreements with GE Commercial Finance
Facility and American Express Travel Services Company, Inc.  Those
covenants require Delta to maintain specified levels of cash and
cash equivalents and achieve certain levels of EBITDAR.

Delta makes it clear that is was in full compliance with these
financial covenants at March 31, 2005, and no event of defult
exists at this time.  "However," Delta said in a regulatory filing
this week, "there is significant uncertainty whether we will be in
compliance with all of these covenants in the near-term or in
future periods."  Delta points to three problem areas:

   (a) the volatility of fuel prices, which remain at
       historically high levels.  Crude oil is a component of jet
       fuel.  Crude oil prices are volatile and may increase or
       decrease significantly.  Delta's business plan assumes
       that the average annual jet fuel price per gallon in 2005
       will be approximately $1.22 (with each $0.01 increase in
       the average annual jet fuel price per gallon increasing
       our liquidity needs by approximately $25 million per year,
       unless the carrier is successful in offsetting some or all
       of this increase through fare increases or additional cost
       reduction initiatives).  During the March 2005 quarter,
       Delta's average jet fuel price per gallon was $1.42.  The
       forward curve for crude oil currently implies
       substantially higher fuel prices for the remainder of 2005
       than Delta's business plan assumes.  Delta has no hedges
       or contractual arrangements in place that would reduce its
       jet fuel costs below market prices.

   (b) the expiration of the carrier's current Visa/MasterCard
       processing contract in August 2005 and the likelihood that
       renewal or replacement processing contract will require a
       significant cash holdback to cover the processor's
       exposure for tickets sold, but not yet flown.  Delta's
       Visa/MasterCard processing contract is important to its
       business because a substantial number of tickets sold are
       purchased using Visa or MasterCard credit cards.

   (c) the potential that other assumptions underlying the
       carrier's business plan may be incorrect in any material
       adverse respect.  Many of these assumptions are not, Delta
       says, within its control, such as passenger mile yield,
       actions by competitors, pension funding obligations,
       interest rates, the achievement of all of the
       approximately $5 billion of targeted benefits (compared to
       2002) projected in Delta's transformation plan, and the
       carrier's access to financing.

Delta says it is currently seeking an amendment to the EBITDAR
Covenant to reduce the level of EBITDAR it's required to achieve.

"We cannot predict the outcome of this matter," Delta says, and
warns that "[f]ailure to comply with the financial covenants or
certain other requirements of the GE Commercial Finance Facility
and our financing agreement with Amex could result in the
outstanding borrowings under these agreements becoming immediately
due and payable (unless the lenders waive any resulting event of
default).  If this were to occur, or if our level of cash and cash
equivalents and short-term investments otherwise declines to an
unacceptably low level, we would need to seek to restructure under
Chapter 11 of the U.S. Bankruptcy Code."

                     Going Concern Doubt

Deloitte & Touche LLP, Delta's independent registered public
accounting firm, has expressed doubt about the carrier's ability
to continue as a going concern.

                     Chapter 11 Warning

"If we continue to experience significant losses," Delta says, "we
would need to seek to restructure under Chapter 11 of the U.S.
Bankruptcy Code.  A restructuring under Chapter 11 of the U.S.
Bankruptcy Code may be particularly difficult because we pledged
substantially all of our remaining unencumbered collateral in
connection with transactions we completed in the December 2004
quarter as a part of our out-of-court restructuring."

                         Liquidity

At March 31, 2005, Delta had cash and cash equivalents and short-
term investments totaling $1.8 billion.  During the March 2005
quarter, net borrowings totaled approximately $355 million, which
included:

   (a) the final installment of $250 million under the Amex
       financing agreement;

   (b) $85 million under a commitment from a third party to
       finance on a long-term secured basis the purchase of five
       regional jet aircraft delivered during the March 2005
       quarter; and

   (c) $20 million in net borrowings under the GECC revolving
       credit facility.

Except for commitments to finance its purchases of regional jet
aircraft in 2005 and 2006, Delta has no available lines of credit.

Delta has significant obligations due in the nine months ending
December 31, 2005 and thereafter.  The obligations due in the nine
months ending December 31, 2005 include:

   (a) approximately $700 million of operating lease payments;

   (b) $850 million of interest payments, which may vary as
       interest rates change on $5.6 billion principal amount of
       variable rate debt;

   (c) $640 million in debt maturities, approximately $510
        million of which Delta expects will be cash payments; and

   (d) $230 million of estimated funding for defined benefit and
       defined contribution pension plans.

                         Junk Ratings

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.

                        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.


D.R. HORTON: Improved Financial Profile Cues S&P to Hold Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on D.R. Horton Inc.

Additionally, the ratings on the company's senior and subordinated
debt are affirmed.  At the same time, the outlook is revised to
positive from stable.  The rating actions impact approximately
$3.6 billion in outstanding debt.

"The rating actions acknowledge Horton's improved financial
profile due to a reduction in leverage, an increase in coverage
measures, and management's pursuit of an organic growth strategy
over the prior three years," said Standard & Poor's credit analyst
Elizabeth Campbell.  "This well-diversified, national
homebuilder's above-average gross and operating margins improved
over the past year as well, due to pricing power and cost
efficiencies."

The positive outlook is supported by Horton's lower leverage and
stronger coverage measures and the pursuit of an organic growth
strategy.  Longer-term rating improvement would be driven by the
continued pursuit of internal growth and maintenance of a moderate
financial profile in order to appropriately mitigate the risks
associated with a speculative production business model should
housing demand soften.


DOMTAR INC: Registering New $500 Million Debt Securities
--------------------------------------------------------
Domtar, Inc., has filed a shelf registration statement with the
United States Securities and Exchange Commission in accordance
with the Multijurisdictional Disclosure System between Canada and
the United States.  It will allow Domtar to issue up to
US$500 million of debt securities in the United States over the
next two years.

Domtar expects to use net proceeds from the sale of debt
securities under the registration statement for general corporate
purposes, including refinancing of existing debt.

A registration statement relating to these securities has been
filed with the SEC but has not yet become effective.  These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective.  This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor will there be
any sale of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such
jurisdiction.

Based in Montreal, Quebec, Domtar, Inc., is a major North American
producer of fine papers, pulp, and lumber.  More than 60% of the
company's sales come from its paper segment, which churns out a
variety of communication and specialty papers, including offset
printing paper, photocopying paper, fine paper, and technical
papers.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2004,
Standard & Poor's Ratings Services revised its outlook on Domtar
Inc. to negative from stable.  At the same time, the 'BBB-' long-
term corporate credit, the 'BBB-' senior unsecured debt, and the
'BB' global scale preferred stock ratings were affirmed.

"The outlook revision reflects concerns that profitability and
cash flow generation will be weaker-than-expected as a result of
the appreciation of the Canadian dollar," said Standard & Poor's
credit analyst Daniel Parker.


EAGLEPICHER HOLDINGS: Final DIP Financing Hearing on May 18
-----------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor-affiliates obtained
interim approval to borrow up to $50 million from Harris Trust and
Savings Bank, acting as collateral and administrative agent for
the Lenders under a debtor-in-possession financing agreement.

The U.S. Bankruptcy Court for the Southern District of Ohio also
gave EaglePicher authority to repurchase EaglePicher Funding
Corp.'s accounts receivable.  The repurchase of the accounts
receivable is a prerequisite imposed by the DIP lenders.  General
Electric Capital Corporation serves as purchaser, administrative
and collateral agent, and indemnified person under the receivables
purchase.   The accounts receivable will serve as collateral to
secure repayment of the DIP loan.

The Debtors need the capital infusion to increase their liquidity
in order to continue to operate and preserve the going concern
value of the estates.

                      Prepetition Indebtedness

The Debtors owe approximately $251,300,000 to a group of lenders
led by Harris Trust and Savings Bank.  ABN AMRO Inc. and UBS
Securities LLC are the syndication agents, and GECC serves as
collateral agent under that prepetition loan agreement.

In addition, the Debtors issued $250 million of 9-3/4% senior
unsecured notes prior to filing for chapter 11 protection.  Wells
Fargo Bank, N.A., serves as the Indenture Trustee for those
bondholders.

                    Sale of Accounts Receivable

The Debtors were able to realize $55 million through a receivables
sale prior to their bankruptcy cases.  The receivables purchaser
sold interests to GECC from time to time.  To date, GECC's
interest in the accounts receivable is approximately $23 million.

The DIP lenders and the Debtors agree to give GECC a super-
priority administrative claim in exchange for agreeing to sell its
interest in the accounts receivable.

A final hearing to discuss the Debtors' requests is scheduled for
May 18, 2005, at 10:00 a.m.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates filed for
chapter 11 protection on April 11, 2005 (Bankr. S.D. Ohio Case No.
05-12601).  When the Debtors filed for protection from their
creditors, they listed $535 million in consolidated assets and
$730 in consolidated debts.


EAGLEPICHER HOLDINGS: Hires Brookwood as Financial Advisors
-----------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
Southern District of Ohio, Western Division, to employ Brookwood
Associates, LLC, as their financial consultant.

The Debtors expect Brookwood to assist them in the sale of
EaglePicher Pharmaceutical Services, LLC, and other similar
transactions.

In connection with the sale, Brookwood will:

   a) assist in preparing a memorandum and other materials
      describing the company;

   b) assist in identifying and screening prospective purchasers;

   c) coordinate discussions and meetings with prospective
      purchasers; and

   d) assist in soliciting and evaluating proporsals from
      prospective purchasers, negotiate the terms of the sale
      contract and conduct an auction.

The Debtors will pay Brookwood:

   a) $10,000 per month;

   b) if a combination transaction occurs, EagelePicher
      will pay:

        i) a base fee of $370,000,

       ii) a 3% incentive fee in excess of $27 million
           but less than $30 million of the purchase
           price; and

      iii) 6% of aggregate consideration in excess of
           $30 million.

Thomas L. Temple, a Managing Director at Brookwood, assures the
Court of his Firm's "disinterestedness" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates filed for
chapter 11 protection on April 11, 2005 (Bankr. S.D. Ohio Case No.
05-12601).  When the Debtors filed for protection from their
creditors, they listed $535 million in consolidated assets and
$730 in consolidated debts.


ELCOM INTERNATIONAL: March 31 Balance Sheet Upside-Down by $4 Mil.
------------------------------------------------------------------
Elcom International, Inc. (OTC Bulletin Board: ELCO and AIM: ELC
and ELCS), reported operating results for its first quarter ended
March 31, 2005.

Net revenues for the quarter ended March 31, 2005 decreased to
$613,000, from $1,709,000 in the same period of 2004, a decrease
of $1,096,000.  Net revenues decreased primarily due to recording
the fourth and final lump sum license payment from Capgemini UK
Plc), of $1,142,000 in the first quarter of 2004, which was earned
upon signing the thirteenth customer of the eProcurement Scotland
program (this license fee is non-recurring).  License and
associated fees include license fees, hosting fees, supplier fees,
usage fees and maintenance fees.

Gross profit for the quarter ended March 31, 2005 decreased to
$497,000 from $1,603,000 in the comparable 2004 quarterly period,
a decrease of $1,106,000.  This decrease is a result of the much
higher level of one-time license and associated fees revenue
recorded in the first quarter of 2004 as described above, versus
revenues recorded in the first quarter of 2005.

Operating expenses for the quarter ended March 31, 2005 were
$1,572,000 compared to $1,673,000 in the 2004 quarter, a decrease
of $101,000 or 6%.  Throughout the first three quarters of 2003,
the Company implemented cost containment measures designed to
better align its SG&A expenses with lower than anticipated
revenues.  Those measures included personnel reductions throughout
most functional and corporate areas.  In general, these reductions
have remained in place throughout 2004 and into 2005. In March
2004, the Company began hiring several staff in the U.K. and U.S.
(support services) in order to service the expanding demand in the
municipal market in the U.K., although the Company's headcount
(full and part-time) has only increased by two, from 36 at March
31, 2004 to 38 at March 31, 2005.  Nonetheless, due to a change in
the mix of employees, personnel expenses decreased approximately
$120,000 from the March 2004 quarter to the March 2005 quarter.
Travel expenses increased from the 2004 quarter to the 2005
quarter, reflecting the increased level of travel required in
connection with ongoing negotiations associated with the Zanzibar
contract in the U.K., as well as discussions associated with
raising capital.  The first quarter of 2005 also reflects an
increase in certain facility-related and other administrative
expenses, reflecting the impact of inflation, however these
increases were mostly offset by a reduction in depreciation and
amortization expense, as various Company assets have been fully
depreciated/amortized.

The Company reported an operating loss of $1,075,000 for the
quarter ended March 31, 2005 compared to a loss of $70,000
reported in the comparable quarter of 2004, an increase of
$1,005,000 in the loss reported.  This increased operating loss in
the first quarter of 2005 compared to the 2004 quarter was
primarily due to the 2004 one-time increase in license and
associated fees revenue as discussed above.

The Company's net loss for the quarter ended March 31, 2005 was
$1,136,000, an increase in the loss of $963,000 from the
comparable quarterly loss in 2004 of $173,000, as a result of the
factors discussed above.

              Factors Affecting Future Performance

The Company's consolidated financial statements as of December 31,
2004 and March 31, 2005 have been prepared under the assumption
that the Company will continue as a going concern for the year
ending December 31, 2005.  In the Company's Annual Report on Form
10-KSB, the Company's independent public accountants, Vitale,
Caturano & Company, LTD., have issued their report dated February
9, 2005 that included an explanatory paragraph referring to the
Company's significant operating losses and substantial doubt in
its ability to continue as a going concern without additional
capital becoming available.  The Company has incurred net losses
every year since 1998, has an accumulated deficit of $117,779,000
as of March 31, 2005, and expects to incur a loss in fiscal year
2005. As of March 31, 2005, the Company had $67,000 of cash,
which, along with anticipated operating receipts (including
advance payments by certain clients), the Company expects will
allow it to operate into June of 2005.  The Company required
additional financing in the first quarter of 2005 in order to
continue to operate.  Beginning in the second half of February
2005, the Company received bridge loans from the Chairman and CEO
and Vice Chairman and Director.  The bridge loans are intended,
now in conjunction with the advance payments by certain clients,
to provide the Company with funds necessary to operate during the
period leading up to the Zanzibar contract being awarded and the
proposed offering of Common Stock in the U.K.  Through May 2,
2005, the Company has received a total of $200,000 from such
bridge loans, however the Company expects it will require
additional funds in June of 2005 to operate until the proposed
offering of Common Stock in the U.K. may be consummated.  The
Company intends to seek additional capital via the issuance and
sale of common shares to investors on the Alternative Investment
Market of the London Stock Exchange in July of 2005, which, if
consummated, is expected to result in substantial dilution to its
stockholders.  Failure to consummate such financing or other near-
term financing or additional customer advances would likely force
the Company to curtail operations and/or seek protection under
bankruptcy laws.  The Company is currently in discussions with
multiple parties regarding the raising of additional capital,
including the possible AIM Exchange offering, however, there can
be no assurance that any such financing can be realized by the
Company or, if realized, what the terms thereof may be, or that
any amount the Company is able to raise will be adequate to
support the Company's working capital requirements until it
achieves profitable operations.  However, the accompanying
consolidated financial statements have been prepared assuming that
the Company will continue as a going concern and, as such, do not
include any adjustments that may result from the outcome of these
uncertainties.

                         About the Company

Elcom International, Inc. (OTC Bulletin Board: ELCO and AIM: ELC
and ELCS) -- http://www.elcominternational.com/-- operates elcom,
inc, an international B2B Commerce Service Provider offering
affordable solutions for buyers, sellers and commerce communities
to automate many or all of their purchasing processes and conduct
business online.  PECOS, Elcom's remotely-hosted flagship
solution, enables enterprises of all sizes to achieve the many
benefits of B2B eCommerce without the burden of infrastructure
investment and ongoing content and system management.

At March 31, 2005, Elcom International's balance sheet showed a
$3,968,000 stockholders' deficit, compared to a $2,840,000 deficit
at Dec. 31, 2004.


ENRON CORP: Bankruptcy Court Approves Generacion Settlement Pact
----------------------------------------------------------------
Reorganized Enron Corporation and its debtor-affiliates sought and
obtained the U.S. Bankruptcy Court for the Southern District of
New York's approval of a settlement agreement that restructures
Generacion Mediterranean S.A.'s intercompany accounts and ensures
its compliance with Argentine law.

GMSA owns and operates a power plant in Argentina.  Enron Corp.
owns 99.99% of GMSA while Enron Transportation Services, LLC,
owns the remaining .01%.

In accordance with their Chapter 11 Plan, the Reorganized Debtors
will either transfer GMSA to Prisma Energy International, Inc.,
or sell GMSA to a third party.  To maximize the value of a
transfer or sale of GMSA, the Debtors believe they must resolve
issues consistent with the Argentine law.

                       Contributions to GMSA

Sylvia Mayer Baker, Esq., at Weil Gotshal & Manges, in New York,
relates that from 1993 to 2001, Enron and ETS made direct
investments in GMSA aggregating $27.6 million to fund GMSA's
operations.  From 1999 to 2001, Enron, Enron South America LLC,
Enron North America Corp., Enron Expat Services, Inc., and Enron
International, Inc., funded an additional $20.8 million to GMSA
through intercompany accounts.

The additional contribution is reflected both in the domestic
books of the Contributing Debtors and in the Argentine books of
GMSA.  However, the treatment of the contribution under the
generally accepted accounting standards in the U.S. and in
Argentina differs:

    * Under the U.S. GAAP, the Contributing Debtors each recorded
      their portion of the $20.8 million contribution as an
      intercompany receivable due from GMSA.

    * In its Argentine books, GMSA, pursuant to the Argentine
      GAAP, recorded the $27.6 million and the $20.8 million as
      irrevocable capital contributions to be used for the future
      subscription of shares in GMSA.

Due to various circumstances, the Irrevocable Contributions are
now out of compliance with Argentine GAAP.  If the non-compliance
is not cured, and so long as it lasts, the Reorganized Debtors
believe GMSA will sustain a decrease in its net worth resulting
in the loss of GMSA's capital.  "[T]he loss of a company's
capital is typically a ground for mandatory dissolution of that
company," Ms. Baker says.

To avoid any risk of dissolution and to preserve the value of the
Reorganized Debtors' estates, the Contributing Debtors entered
into a settlement agreement with Enron Asset Management
Resources, Enron Caribbean Basin LLC, Enron Net Works LLC and
Enron Property & Services Corp.  Each of the Settling Parties
holds outstanding accounts receivable due from GMSA.

Argentine law requires that Argentine corporations have at least
two shareholders.  If an Argentine corporation has only two
shareholders, like GMSA, one of the shareholders must own a
minimum number of shares that represents 5% of the company's
voting capital stock, but may represent as little as 2% depending
on the circumstances.  Since GMSA is owned 99.99% by Enron and
.01% by ETS, GMSA has been advised that it is not in compliance
with Argentine law.  Accordingly, in the Settlement Agreement,
the Settling Parties will include provisions to meet the
requirements under Argentine law.

                        Settlement Agreement

The salient terms of the Settlement Agreement are:

A. Transfer of GMSA Shares

    Enron will transfer to ETS the number of GMSA shares that will
    result in ETS owning a 4% equity interest in GMSA.

B. Settlement of Claims

    Each of the Settling Parties will:

       -- release all of its claims against GMSA for accounts
          receivable; and

       -- consent to the Share Transfer.

C. Additional Transaction Documents

    Enron and ETS will execute an Irrevocable Contributions
    Supplementary Agreement wherein they agree that:

       -- the Irrevocable Contribution will be used to absorb the
          accumulated losses reflected in GMSA's financial
          statements for fiscal year ended December 31, 2003; and

       -- the remaining balance of the Irrevocable Contribution
          will be applied to the future subscription of shares of
          Enron in GMSA.

D. Economic Interest in GMSA

    Enron and ETS will grant each of the Settling Parties a pure
    economic participation in the economic rights as shareholders
    in GMSA equal to the percentage set forth in the Binding Term
    Sheet, provided that:

       -- the economic participation will neither be nor imply an
          equity or beneficial interest, nor any managing, voting,
          or other political rights in GMSA, all of which will
          remain with Enron and ETS; and

       -- the Settling Parties will not have any right to direct
          Enron and ETS how to vote any of their shares in GMSA or
          how to deal with the Irrevocable Contributions or have
          any control over the management of the business of GMSA.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
142; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Court Approves Seven Settlement Agreements
------------------------------------------------------
At Enron Corporation and its debtor-affiliates' request, the U.S.
Bankruptcy Court for the Southern District of New York approved
seven settlement agreements between these parties:

    1. Enron North America Corp. and Risk Management & Trading
       Corp.

       -- and --

       Northern Natural Gas Company

    2. Enron Corp. and Enron North America Corp.

       -- and --

       BNP Paribas and BNP Commodity Futures, Inc.

    3. Enron Corp., Enron North America Corp., Enron Capital &
       Trade Resources International Corp., Enron Liquid Fuels,
       Inc., and Enron Gas Liquids, Inc.

       -- and --

       Louis Dreyfus Corporation, Louis Dreyfus Energy Services,
       L.P., Louis Dreyfus Energy Limited, Louis Dreyfus Refining
       & Marketing Ltd., Louis Dreyfus Ventures Corp., Louis
       Dreyfus LPG Services Limited, and Cetragpa S.N.C.

    4. Enron Power Marketing, Inc.

       -- and --

       McMinnville Water and Light Department

    5. Enron Corp. and Enron North America Corp.

       -- and --

       WestLB AG, New York Branch and Contrarian Funds, LLC

    6. Enron Energy Services, Inc., Enron Energy Services
       Operations, Inc., and Enron Corp.

       -- and --

       Harrah's Operating Company, Harrah's Entertainment, Inc.,
       Harrah's Maryland Heights LLC, Harrah's Laughlin, Inc., and
       Harrah's Las Vegas, Inc.

    7. Enron North America Corp., Enron Energy Services, Inc., and
       Enron Energy Marketing Corp.

       -- and --

       KeySpan Gas East Corporation, d/b/a KeySpan Energy Delivery
       Long Island, successor in interest to MarketSpan Gas
       Corporation and Long Island Lighting Company

Pursuant to the Settlement Agreements:

    a. NNG will make a settlement payment to the Debtors.  The
       Debtors and NNG will exchange a mutual release of claims.
       Their contracts will be deemed terminated and a related
       guaranty will be deemed revoked and terminated.  NNG's
       Claim No. 23687 will be deemed irrevocably withdrawn.  NNG
       will have an allowed general unsecured claim against ENA
       -- Claim No. 12893 -- for $5,500,000.

    b. BNPP's Claim No. 18516 is allowed as a prepetition general
       unsecured claim against Enron for $1,001,271.  Claim No.
       13853 is disallowed to the extent that it seeks any
       distribution from any of the Reorganized Debtors' estates
       or any other affirmative relief against Enron; provided,
       however, that the claims asserted in Claim No. 13853 are
       preserved for defensive purposes only by BNPP.  Enron will
       reserve all rights to contest or challenge any defenses.
       Claim Nos. 25052, 23736 and 23739 are withdrawn and
       disallowed in their entirety.

    c. Dreyfus will make a settlement payment to the Debtors.  The
       parties will exchange a mutual release of claims related to
       their Contracts and Guarantees.  All proofs of claim filed
       by or on behalf of Dreyfus in connection with the Contracts
       and Guarantees will be deemed irrevocably withdrawn, with
       prejudice.  The Debtors agree to dismiss six pending
       adversary proceedings that they filed against Dreyfus.

    d. McMinnville will make a settlement payment to EPMI.  The
       parties will exchange a mutual release of claims related
       to their Contracts and Guaranty.  All proofs of claim filed
       by or on behalf of McMinnville in connection with the
       Contracts and Guaranty will be deemed irrevocably
       withdrawn, with prejudice.

    e. WestLB will pay the Reorganized Debtors the unpaid amounts
       in connection with the termination of their Contracts.  The
       parties will exchange limited releases of obligations and
       other specified matters related to their Contracts.  Claim
       No. 13246 filed in connection with a guaranty and currently
       held by Contrarian will be allowed in its entirety.

    f. Harrah's will pay the Debtors amounts due under their
       Contracts as agreed to by the parties.  The parties will
       exchange a mutual release of claims related to their
       Contracts and the Adversary Proceeding filed by the Debtors
       against Harrah's.  All claims filed by or on behalf of
       Harrah's and its affiliates will be deemed irrevocably
       withdrawn, with prejudice.  The Debtors agree to dismiss
       their complaint against Harrah's.

    g. KeySpan will pay the Debtors amounts due under their
       Contracts as agreed to by the parties.  The Debtors and
       KeySpan will exchange a mutual release of claims related to
       their Contracts.  All claims filed by or on behalf of
       KeySpan in connection with the Contracts will be deemed
       irrevocably withdrawn, with prejudice.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
142; Bankruptcy Creditors' Service, Inc., 15/945-7000)


EPICUS COMMS: Postpetition Focus is on Customer Creditworthiness
----------------------------------------------------------------
Epicus Communications Group, Inc., reported an $8 million net loss
for the nine-month period ended February 29, 2005.  A significant
component that loss was the recognition of $4.4 million bad debts
in the company's trade accounts receivable portfolio attributable,
the company says, to ineffective efforts by outsourced collection
agencies.

Since Epicus filed for chapter 11 protection, it has decreased its
use of independent agent sales and has reestablished its "in
house" sales staff.  "We believe that this action will allow us to
better qualify the creditworthiness of our new customers," the
Company says.  Epicus says that management is continuing a
detailed review of all customer accounts, the credit ratings, and
payment history of its customers.  In accordance with the
Company's various operating tariffs in the States in which the
Company conducts business operations, management is raising
service rates and discontinuing service to unprofitable customers
and service areas.

On March 11, 2004, Bankruptcy Judge Arthur Briskin ruled in favor
of the Internal Revenue Service allowing the IRS to amend their
claim of past due excise taxes to a total of $2,849,469.98.  This
motion was made by the IRS in October of 1997 during the
bankruptcy hearings of Epicus, Inc.'s predecessor, The Telephone
Company of Central Florida.

Epicus Communications Group, Inc.'s original Plan of
Reorganization was approved and accepted by Judge Briskin on
July 9, 1999.  In the approved Plan of Reorganization, Epicus
Communications Group agreed to pay a maximum of $300,000 in past
due excise taxes.  Management is of the opinion that there would
have never been an agreement to a debt of this size in the Plan of
Reorganization for TCCF.  Management is examining its legal
options in this matter and a course of action has yet to be
decided.  Due to the unusual nature of this event and the
uncertainty of the ultimate outcome related hereto, Management has
not accrued any provision for this contingency in the accompanying
financial statements.  At the present time, the ultimate
resolution of this matter is a component of the Company's filing
for protection under Chapter 11 of the U.S. Bankruptcy Code.

Epicus Communications Group, Inc., and it's operating subsidiary,
Epicus, Inc., filed voluntary petitions in the U.S. Bankruptcy
Court for the Southern District of Florida seeking reorganization
relief under the provisions of Chapter 11 of the United States
Bankruptcy Code (Case Nos. 04-34915 and 04-34916).  Epicus'
balance sheet dated Feb. 28, 2005, shows $3.2 million in assets
and $19.1 million in liabilities.  Alvin S. Goldstein, Esq., at
Furr and Cohen, P.A., in Boca Raton, Florida, represents Epicus in
its chapter 11 restructuring.


FIBERMARK INC: Chapter 11 Examiner Taps Weil Gotshal as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Vermont gave Harvey
R. Miller, the Chapter 11 Examiner appointed in FiberMark, Inc.,
and its debtor-affiliates' chapter 11 cases, permission to employ
Weil, Gotshal & Manges LLP as his counsel.

Weil Gotshal will:

   a) take all necessary action to assist Mr. Miller in his
      investigation of the Debtors' affairs and conduct;

   b) prepare on behalf of the Mr. Miller, all necessary reports,
      pleadings, applications, and other papers in connection with
      Mr. Miller's duties;

   c) conduct examinations under Federal Rules of Bankruptcy
      Procedure 2004 and assist in any document production;

   d) assist the Mr. Miller in other tasks that he may be directed
      to undertake by order of the Bankruptcy Court; and

   e) perform all other necessary legal services for Mr. Miller in
      connection with the Debtors' chapter 11 case.

Lori R. Fife, Esq., a Member at Weil Gotshal, is the lead attorney
for Mr. Miller.

Ms. Fife reports Weil Gotshal's professionals bill:

    Designation          Hourly Rate
    ------------         -----------
    Members/Counsel      $550 to $775
    Associates           $260 to $490
    Paraprofessionals    $130 to $240

Weil Gotshal assures the Court that it does not represent any
interest materially adverse to Mr. Miller, the Debtors or their
estates.

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wall coverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
Baker, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $329,600,000 in
total assets and $405,700,000 in total debts.


FIRST CMBS: Fitch Affirms C$23 Million Bonds' Low-B Ratings
-----------------------------------------------------------
N-45 First CMBS Issuer Corporation series 2003-1, commercial
mortgage-backed bonds are upgraded by Fitch:

      -- C$8.4 million class B to 'AAA' from 'AA';
      -- C$16.8 million class C to 'A+' from 'A';
      -- C$19.6 million class D to 'BBB+' from 'BBB'.

These classes are affirmed by Fitch:

      -- C$135.5 million class A-1 at 'AAA';
      -- C$278.6 million class A-2 at 'AAA';
      -- Interest only class IO at 'AAA';
      -- C$14.0 million class E at 'BB';
      -- C$9.1 million class F at 'B';

Fitch does not rate the $13.3 million class G certificates.  The
upgrades are the result of increased credit enhancement after the
prepayment of the fourth largest loan, City Place, formerly 5.7%
of the pool.  As of the May 2005 distribution date, the pool has
paid down 11.5%, to $495.3 million from $559.7 million at
issuance.

The properties are located in Canada, with concentrations in
Quebec (59.9%) and Ontario (34.8%) and consist mostly of office
(55.0%) and retail (25.9%) properties.

To date, there have been no losses and no delinquent or specially
serviced loans.


FLAGSTONE CBO: Fitch Affirms BB Rating on $12.8 Million Notes
-------------------------------------------------------------
Fitch Ratings affirms three classes of notes issued by Flagstone
CBO 2001-1 LTD.  These affirmations are the result of Fitch's
review process.  These rating actions are effective immediately:

      --$170,250,000 class A-1L notes at 'AAA';
      --$72,500,000 class A-2L notes at 'AAA';
      --$12,839,737 class B-1 notes at 'BB'.

Flagstone, which closed Oct. 18, 2001, is a collateralized debt
obligation initially managed by Pareto Partners.  Pareto Partners
was acquired by Standish Mellon who currently manages the
transaction.

Since the last rating action, the collateral performance has
deteriorated; however, Flagstone continues to perform in line with
Fitch's original ratings expectations.  As of the April 2, 2005,
trustee report, the class A overcollateralization ratio has
deteriorated to approximately 110% from 113% over a one-year
period, relative to a minimum required threshold of 106.75%.

Excluding defaults, assets rated 'CCC+' or lower represented
approximately 15.2% of the aggregate principal amount of portfolio
collateral plus eligible investments relative to 14% from a year
ago.

Despite the collateral deterioration, there are several important
structural safeguards which will help support the credit
enhancement of the rated liabilities.  For example, if the
additional collateral amount test fails the minimum required level
of 107.5% based on the class B OC test, this will result in the
diversion of interest proceeds toward principal redemptions of the
class B-1 notes and the purchase of additional collateral. During
the revolving period, the amount necessary to cure this test is
applied 25% to redeem the class B-1 notes and 75% to purchase new
collateral.

During the amortization period the 75% is applied to redeem all
the notes sequentially.  The structure also includes more
traditional classes A and B OC tests as well as an interest
coverage test.  These structural safeguards in combination with
high excess spread levels should stabilize Flagstone from expected
volatility in the performance of the collateral.

The ratings of the classes A-1L and A-2L notes, which are both
guaranteed for interest and principal by XL Capital Assurance
Inc., address the likelihood that investors will receive full and
timely payments of interest, as per the governing documents, as
well as the stated balance of principal by the legal final
maturity date.  The rating of the class B-1 note addresses the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date of
Nov. 15, 2013.

As a result of this analysis, Fitch has determined that the
original ratings assigned to the classes A-1L, A-2L, and B-1 notes
still reflect the current risk to noteholders.  Fitch will
continue to monitor and review this transaction for future rating
adjustments.  Additional deal information and historical data are
available on the Fitch Ratings web site at
http://www.fitchratings.com/


FOSTER WHEELER: Apr. 1 Balance Sheet Upside-Down by $520 Million
----------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB:FWHLF) reported its first-quarter 2005
financial results for the period ending April 1, 2005.  The net
after-tax income for the first quarter of 2005 was $1.2 million.

Consolidated EBITDA was $31.2 million for the first quarter of
2005.

"The financial results for the quarter were driven primarily by
continued strong operating performance on existing contracts in
the North American Power operations, the E&C Group's operations in
Continental Europe, the United Kingdom, Asia Pacific and North
America, and the return of the European Power operations to making
a positive contribution," said Raymond J. Milchovich, chairman,
president and chief executive officer.

"Following last year's successful balance sheet restructuring, we
have continued to achieve additional milestones in the Company's
turnaround.  In March, we announced that the Company had
successfully closed a new $250 million, five-year Senior Credit
Agreement.  This new facility provides us with a significantly
increased level of bonding capacity to support our global
businesses, together with added liquidity and financial
flexibility that is provided by the $75 million sub-limit for
revolver borrowings."

The net after-tax loss for the first quarter of 2004 was $4.3
million and the net loss per basic share was $2.09.  Consolidated
EBITDA for the first quarter of 2004 was $42.6 million.

              Worldwide Cash and Domestic Liquidity

Total cash and short-term investments at the end of the first
quarter of 2005 were $333.2 million, of which $289.3 million was
held by non-U.S. subsidiaries.  This compares with $390.2 million
total cash and short-term investments at year-end 2004 and $453.8
million at the end of the first quarter of 2004.  This decline in
both domestic and worldwide cash during the last twelve months is
the result of negative operating performance of the European Power
operations, one-time fees and expenses associated with closing the
equity-for-debt exchange offer and the new Senior Credit
Agreement, and the working capital requirements of increased cost-
reimbursable bookings.  The Company's liquidity forecast continues
to indicate that domestic liquidity is adequate through the first
quarter of 2006, without domestic utilization of its $75 million
revolving credit line.

                         Segment EBITDA

For the first quarter of 2005, the E&C Group's EBITDA was $26.3
million, compared with $35.1 million for the first quarter of
2004.  The first-quarter 2004 results included a $10.5 million
gain on the sale of development rights for a power project in
Italy, which was not repeated in 2005.

The Global Power Group's EBITDA for the first quarter of 2005 was
$29.7 million, compared with $20.4 million in the first quarter of
2004.  The increase in EBITDA was driven by a continued strong
operating performance on existing contracts in the North American
Power operations and the return of the European Power operations
to making a positive contribution.

                 Bookings, revenues and backlog

New orders booked by the Company during the first quarter of 2005
were $460.0 million, compared with $629.9 million during the first
quarter of 2004.

For the first quarter of 2005, new bookings for the E&C Group were
$324.5 million, compared with $473.2 million during the first
quarter of 2004.  This decrease is primarily due to several
expected awards being delayed later into 2005. However, for a
number of these expected awards, the Company has received partial
release from the client to undertake specific project-related
activities, pending anticipated full release later in 2005.

New orders booked in the first quarter of 2005 for the Global
Power Group were $183.0 million, compared with $156.7 million in
the first quarter of 2004.

The Company's operating revenues for the first quarter of 2005
were $523.1 million, down from $666.4 million in the first quarter
of 2004.

Operating revenues for the E&C Group in the first quarter of 2005
were $330.6 million, down from $394.5 million in the first quarter
of 2004.  The first-quarter 2004 revenues included higher
reimbursable flow-through costs compared with the first quarter of
2005.  Flow-through costs result in no profit or loss for the
Company.

The Global Power Group's operating revenues for the first quarter
of 2005 were $195.1 million, down from $272.2 million in the first
quarter of 2004.  This reduction reflects the execution and
completion of several major projects by the Company's North
American and European operations in 2004 that were not replaced
during 2005.

The Company's backlog at April 1, 2005, was $1.9 billion, compared
with $2.0 billion at year-end 2004, and $2.1 billion at the end of
the first quarter of 2004.  Company backlog at April 1, 2005,
expressed in terms of Foster Wheeler scope, i.e. excluding
reimbursable flow-through costs, was $1.4 billion, level with
year-end 2004, and up from $1.0 billion at the end of the first
quarter of 2004.

E&C backlog at April 1, 2005, was $1.3 billion, substantially
level with $1.4 billion at year-end 2004, and $1.3 billion at the
end of the first quarter of 2004.  E&C backlog expressed in Foster
Wheeler scope was $878.8 million at April 1, 2005, compared with
$883.4 million at year-end 2004, and $330.2 million at the end of
the first quarter 2004.

Global Power Group backlog at April 1, 2005, was $617.2 million,
compared with $646.3 million at year-end 2004, and $817.5 million
at the end of the first quarter of 2004.  Expressed in terms of
Foster Wheeler scope, Global Power Group backlog at April 1, 2005,
was $505.3 million, compared with $534.4 million at year-end 2004,
and $712.0 million at the end of the first quarter of 2004.

                             Summary

"Backlog, expressed as Foster Wheeler scope, has remained
substantially level during the quarter.  A number of the major
projects which we were expecting to be awarded during the first
quarter have been delayed later into 2005.  We have received
partial release to work on several of these projects, pending
final release by the client. We remain confident that 2005 should
be a very positive booking year for the Company," said Mr.
Milchovich.

"I am very pleased with the Company's first-quarter operating
results.  I believe that these results, and the latest financial
milestones achieved, demonstrate that the Company is now much
stronger, operationally and financially.  I remain optimistic
about the outlook for Foster Wheeler in 2005 and beyond."

                     About the Company

Foster Wheeler Ltd. -- http://www.fwc.com/-- is a global company
offering, through its subsidiaries, a broad range of design,
engineering, construction, manufacturing, project development and
management, research and plant operation services. Foster Wheeler
serves the refining, upstream oil and gas, LNG and gas-to-liquids,
petrochemical, chemicals, power, pharmaceuticals, biotechnology
and healthcare industries. The corporation is based in Hamilton,
Bermuda, and its operational headquarters are in Clinton, New
Jersey, USA.

At Apr. 1, 2005, Foster Wheeler's balance sheet showed a
$520,488,000 stockholders' deficit, compared to a $525,565,000
deficit at Dec. 31, 2004.

                       *     *     *

As previously reported in the Troubled Company Reporter on Apr.
18, 2005, Standard & Poor's Ratings Services raised its corporate
credit rating on Hamilton, Bermuda-based Foster Wheeler to 'B-'
from 'SD'.

At the same time, Standard & Poor's assigned its 'CCC+' senior
secured rating to the company's $261 million of 10.539% senior
secured notes due 2011.  The company's preferred stock is still in
default.  The outlook is negative.

"We believe that Foster Wheeler has limited flexibility to carry
out its near-term strategic business plan without potential
adverse consequences for bondholders and other obligors," said
Standard & Poor's credit analyst Joel Levington.  "A failure to
profitably increase the backlog in the near term, or to maintain
sufficient domestic liquidity, would further strain the credit
profile and lead to a ratings downgrade."


FRIEDMAN'S INC: Asks Court to Approve Amended DIP Financing
-----------------------------------------------------------
Friedman's Inc. (OTC: FRDMQ.PK) reached several agreements with
Harbert Distressed Investment Master Fund, Ltd., which will
facilitate its emergence from chapter 11 protection later this
year.

The Debtor asked the U.S. Bankruptcy Court for the Southern
District of Georgia to approve its amended and restated
$125 million debtor-in-possession facility with Citicorp USA,
Inc., to enhance the borrowing capacity under the facility through
a $25.5 million secured subordinated term loan.  The Debtor also
asked the Court for authority to consent to participation
agreements between the Harbert Distressed Fund and certain of the
program vendors in the Company's prepetition secured trade vendor
support program.

The Debtor entered into an agreement with the Harbert Distressed
Fund to exclusively negotiate with the Harbert Distressed Fund
through June 10, 2005, on the terms and conditions pursuant to
which the Harbert Distressed Fund would become a plan investor in
the Company's plan of reorganization.

"We are pleased that the Harbert Distressed Fund has agreed to
support the Company's reorganization strategy and efforts through
providing the Company with additional excess liquidity to support
our 2005 holiday merchandising program and to enter into exclusive
negotiations with the Company on terms and conditions where the
Harbert Distressed Fund would become a plan investor in the
Company's plan of reorganization and emergence from chapter 11
reorganization later this year," said Sam Cusano, Chief Executive
Officer.

Under the terms of the amended and restated DIP facility, the
Harbert Distressed Fund will become the lender in respect of a
secured subordinated term loan for $25.5 million, following the
assignment of such term loan to the Harbert Distressed Fund, on
the same terms, and as part of, the Company's existing DIP
facility, to be funded at closing.  Upon the closing of the term
loan, the revolver loan commitments under the DIP facility will be
reduced to $99.5 million, so that the total notional amount of the
DIP will continue to be $125 million.  Upon closing of the term
loan, the Company will have $12.5 million of additional
availability under its revolving facility, and an additional
$12.5 million of revolver availability will become available upon
the Company's receipt of commitments from vendors sufficient to
satisfy the Company's merchandise requirements through the 2005
holiday sales season.

The term loan may be repaid or converted into new common equity of
the Company upon the consummation of a plan of reorganization and
the prior repayment of all outstanding revolving loans under the
DIP facility.  If the Harbert Distressed Fund is the plan investor
in the Company's plan of reorganization, the term loan will be
converted into new common equity of the Company following its
emergence from chapter 11 at a conversion price which is
equivalent to a 10% discount to the equity value of the Company
upon emergence.  If the Harbert Distressed Fund is not the plan
investor, at its election either the term loan and a related
termination fee may be repaid in cash, or the term loan may be
converted at a conversion price which is the lesser of the
equivalent of a 20% discount to the equity value of the Company
upon emergence from chapter 11, or the price which is sufficient
to convert the term loan into 25% of the new common equity upon
emergence from chapter 11.

The term loan remains subject to the satisfactory completion of
due diligence by the Harbert Distressed Fund, the negotiation and
execution of definitive documentation for the amendment and
restatement of the DIP facility, the approval of the Bankruptcy
Court, and certain other conditions.  Under the terms of the
commitment letter, Harbert Distressed Fund will have no liability
to any party if the term loan does not close except as otherwise
expressly provided in the definitive documentation for the
amendment and restatement of the DIP facility to be negotiated.
The Company expects that the amended and restated DIP facility
should ensure sufficient liquidity through the Company's 2005
holiday inventory build-up period.

"The Harbert Distressed Fund has invested in Friedman's capital
structure in recent months and has entered into today's agreements
because of our confidence in Friedman's management team and their
reorganization strategy and expedited timetable for emergence from
chapter 11 reorganization," said Howard Kagan, Vice President and
Director of Investments for the Harbert Distressed Fund.

Friedman's is also seeking Bankruptcy Court approval in connection
with its granting of consents to the transactions contemplated by
participation agreements entered into between the Harbert
Distressed Fund and certain of the Company vendors in connection
with such vendors' claims under the Company's pre-petition trade
vendor program.  The Company's consent to the Harbert Distressed
Fund's participation in any particular vendor claim will be
conditioned upon, and final only upon, satisfaction of, the
occurrence of an effective date of a plan of reorganization and
such vendors' compliance with certain trade terms, including
obligations to fulfill 2005 holiday orders.  The Company believes
that its conditional consent in connection with the vendor trade
claims will enhance the prospect of timely delivery of merchandise
by affected vendors through its 2005 holiday inventory build-up
period.

The Bankruptcy Court will hear the DIP financing and vendor
consent motions on Thursday, May 26, 2005, in Savannah.

               About the Harbert Distressed Fund

Harbert Distressed Investment Master Fund, Ltd. manages
approximately $3 billion in debt and equity investments in
turnarounds, restructurings and event driven situations.

Headquartered in Savannah, Georgia, Friedman's Inc. --
http://www.friedmans.com/-- is the parent company of a group of
companies that operate fine jewelry stores located in strip
centers and regional malls in the southeastern United States.  The
Company and its affiliates filed for chapter 11 protection on
Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  John W.
Butler, Jr., Esq., George N. Panagakis, Esq., Timothy P. Olson,
Esq., and Alexa N. Paliwal, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $395,897,000 in total assets and $215,751,000 in total
debts.


GLOBAL CROSSING: Amends 2004 Form 10-K Due to Material Weaknesses
-----------------------------------------------------------------
Global Crossing Limited delivered to the Securities and Exchange
Commission an amendment of its annual report for the year ended
December 31, 2004.

In a regulatory filing with the Securities and Exchange
Commission, John J. Legere, Global Crossing's Chief Executive
Officer, relates that the purpose of the amendment is to disclose
Global Crossing management's assessment of the effectiveness of
its internal control over financial reporting as of December 31,
2004, as well as the audit reports by its independent registered
public accounting firm, Ernst and Young LLP.

Mr. Legere states that disclosure controls and procedures are
those that are designed to ensure that information required to be
disclosed by a public company in the filed reports under the
Securities Exchange Act of 1934, is recorded, processed,
summarized and reported within the time periods specified in the
SEC's rules and forms.

Mr. Legere and his chief financial officer have concluded that
Global Crossing's disclosure controls and procedures were not
effective at a reasonable assurance level as of December 31,
2004, due to a couple of deficiencies:

    (1) Global Crossing did not maintain appropriate control over
        non-routine processes, estimation processes and account
        reconciliations in the overall financial close process;
        and

    (2) Global Crossing did not maintain appropriate control over
        the estimation processes for the allowances for bad debt
        and sales credits.

Mr. Legere notes that the material weaknesses were considered in
determining the nature, timing, and extent of audit tests applied
in the 2004 financial statements, which report does not affect
the accuracy of their financial statements, dated March 15, 2005.

To address those material weaknesses, Global Crossing implemented
certain remediation measures and is in the process of creating
additional remediation plans.  Global Crossing expects to
complete the implementation of these measures by the end of the
third quarter of 2005.

A full-text copy of Global Crossing's Amendment to its 2004
Annual Report is available for free at:

   http://sec.gov/Archives/edgar/data/1061322/000119312505088451/d10ka.htm

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --
http://www.globalcrossing.com/--provides telecommunications
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe.  Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services.  The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on December 9, 2003.


GREEN TREE: Interest Payment Default Triggers S&P's D Rating
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
subordinate B-1 class of Conseco Manufactured Housing Contract
Senior/Sub Pass-Thru Certs Series 2001-3 to 'D' from 'CC'.

The lowered rating reflects the reduced likelihood that investors
will receive timely interest and the ultimate repayment of their
original principal investment.  This transaction reported an
outstanding liquidation loss interest shortfall for its B-1 class
on the May 2005 payment date.  Standard & Poor's believes that
interest shortfalls for this transaction will continue to be
prevalent in the future, given the adverse performance trends
displayed by the underlying pool of collateral, as well as the
location of B-1 write-down interest at the bottom of the
transaction's payment priorities (after distributions of senior
principal).

Standard & Poor's will continue to monitor the outstanding ratings
associated with this transaction in anticipation of future
defaults.


HAYES LEMMERZ: Asks Court to Strike GE Capital's Objections
-----------------------------------------------------------
As reported in the Troubled Company Reporter on January 19, 2005,
General Electric Capital Corporation's applications for allowance
and payment of administrative expenses relate to 50 Machines on 18
equipment schedules that ultimately were rejected by Hayes Lemmerz
International, Inc., at various times during its bankruptcy case.
GE Capital purchased the Machines for $15,222,464 before leasing
the Machines to Hayes.

GE Capital asked Judge Walrath to allow its administrative expense
claims in the amounts to be proven at trial and award GE Capital
reasonable attorneys' fees and costs incurred in pursuing those
claims.

Judge Walrath orders the parties to submit proposed findings of
facts and conclusions of law as well as their post-trial briefs on
March 17, 2005.

Parties Deliver Post-Trial Briefs

A. Reorganized Debtors

Stephen E. Glazek, Esq., at Barris, Sott, Denn & Driker,
P.L.L.C., in Detroit, Michigan, contends that the evidence Hayes
Lemmerz International, Inc., presented at trial eviscerated
General Electric Capital Corp.'s case.  "GE Capital offered not a
single live witness with personal knowledge of the condition of
the machines.  Its expert reviewed not a single inspection
report, deposition or any other document revealing the condition
of the machines.  All it came up with were the sales prices
received largely from dealers, and an appraisal that used only
two comparables for 50 machines.  GE Capital did not even have
inspection reports for half of the machines; and it had no
marketing and no documentation of asking prices or quotes."

In a 49-page Post-Trial brief, Mr. Glazek asserts that GE Capital
barely tried to prove a Casualty Occurrence, and cannot recover a
stipulated loss value under a default remedy.

                        Casualty Occurrence

In stark contrast, Hayes' testimony proved that nearly two-thirds
of the Group 1 Machines were in operating condition when they
were returned to GE Capital, making it inconceivable that they
had sustained a Casualty Occurrence.  Although the remaining
Group 1 Machines were not operable on their return because they
were missing parts, Hayes' expert, Frederick Kucklick, and its
lay witnesses testified that missing parts is a repairable
condition.

              Stipulated Loss Value as Default Remedy

Realizing the weakness of its Casualty Occurrence claim, Mr.
Glazek notes that GE Capital pushed another theory that Hayes
"defaulted" by failing to comply with the maintenance and return
provisions of the Lease thereby entitling GE Capital to recover
the Stipulated Loss Value as a default remedy.  Mr. Glazek
asserts that the theory is a belated afterthought of GE Capital,
which theory affords it no relief.

Mr. Glazek explains that before GE Capital can recover the
Stipulated Loss Value as a default remedy, it must give Hayes a
written declaration of default after notice of the specific
breach and 30 days to cure it.  "GE Capital can point only to its
objections to Hayes' rejection motions as notice, which was
inadequate since it failed to identify a single machine that
lacked maintenance and the specific repair that Hayes failed to
provide.  GE Capital failed to show that Hayes actually breached
its maintenance and return obligations during the requisite time
period because Hayes returned nearly two-thirds of the Group 1
Machines in operating condition.  Other machines were returned
with some parts missing; but there is no evidence that the parts
were removed from these machines during the prescribed period."

Mr. Glazek clarifies that the time for Hayes to perform its
return obligation arose only on the rejection date, giving rise
to rejection damages, which cannot form the basis of an
administrative claim.

Furthermore, Mr. Glazek continues, there is no evidence
whatsoever of a separate declaration of default.

                           Tort Liability

"GE Capital contended that Hayes committed a tort by taking parts
from some equipment," Mr. Glazek notes.  Tort damages, Mr. Glazek
asserts, are recoverable under Section 503(b)(1) of the
Bankruptcy Code only if the tort took place in the course of the
debtor's business.  "Here, the evidence is that all parts were
removed from the Group 2 Machines before the Petition Date.
Thus, GE Capital's Section 503(b)(1) claims fail," Mr. Glazek
says.

A full-text copy of the Reorganized Debtors' Post-Trial Brief is
available at no cost at:

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

The Reorganized Debtors also delivered to the Court their
Proposed Findings of Fact and Conclusions of Law, a full-text
copy of which is available at no charge at:

          http://bankrupt.com/misc/HayesFacts&Law.pdf

B. GE Capital

GE Capital's administrative expense claims arise from various
choices made by Hayes while under the management of sophisticated
workout specialists who had been retained to manage the company
through its financial difficulties, Susan G. Boswell, Esq., at
Quarles & Brady Streich Lang LLP, in Tucson, Arizona, tells the
Court.

Ms. Boswell points out that Hayes chose to file for protection
under Chapter 11 to take advantage of the substantial relief and
financial benefits afforded to debtors under the Bankruptcy Code.
Once in Chapter 11, Ms. Boswell relates, Hayes then chose to
retain 41 machines on various Schedules past the first 59 days of
its bankruptcy, preserving its ability to use the majority of GE
Capital's machines.  "However, just as the Bankruptcy Code
affords Chapter 11 debtors substantial relief and financial
benefits, it also imposes certain obligations.  By choosing not
to reject the Schedules prior to the Exposure Period, Hayes
obligated itself and without the need for any notice by GE
Capital, to comply with all of its obligations to GE Capital
under the Lease, including repair and maintenance, equipment
return, notice, and payment obligations.  But Hayes consciously
chose to ignore those obligations and seeks to avoid them."

The decisions and choices that Hayes made are the ones that the
Bankruptcy Code lets a debtor make, but not without consequences,
Ms. Boswell says.  "Those consequences mean that GE Capital is
entitled to the remedies agreed by the parties in the Lease to
compensate it for damages caused by Hayes."

Therefore, GE Capital asks the Court to allow its administrative
claims against Hayes, for:

    (a) $5,831,347, as liquidated damages for breaches of the
        Master Lease Agreement, calculated as the total Stipulated
        Loss Value for the Group 1 Machines less the sales
        proceeds received by GE Capital pursuant to the Master
        Lease Agreement, plus interest;

    (b) $1,269,000 for damages suffered by GE Capital based on
        the damage Hayes caused to the Group 2 Machines
        postpetition, calculated as the difference between the
        fair market value that the Group 2 Machines should have
        brought after crediting the sales proceeds for the Group 2
        Machines, plus interest; and

    (c) attorney's fees and costs.

The interest on the amounts of damages is calculated from the
rejection date of each Schedule until the date of payment by
Hayes at 18% per annum with respect to the Group 1 Machines and at
the applicable judgment rate with respect to the Group 2
Machines.

A full-text copy of GE Capital's Post-Trial Brief is available at
no cost at:

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

GE Capital's Proposed Findings of Facts and Conclusions of Law is
available free of charge at:

          http://bankrupt.com/misc/GECCFacts&Law.pdf

                      Hayes' Motion to Strike

On February 1, 2005, the Court concluded the trial on General
Electric Capital Corporation's applications for allowance and
payment of administrative expense claims.  At the conclusion of
the trial, Judge Walrath ordered the parties to submit proposed
findings of facts and conclusions of law as well as their post-
trial briefs on March 17, 2005, and the answers to the post-trial
briefs on April 7, 2005.

Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, relates that in addition to GE Capital's
Reply Brief, GE Capital also filed a 30-page objection to the
Debtors' proposed findings of fact and conclusions of law.  Mr.
Macauley notes that GE Capital's Objection purports to respond to
select findings of fact presented by the Debtors.

According to Mr. Macauley, the parties' lawyers never agreed to,
and the Court never allowed, the filing of a separate "objection"
to the opposing party's proposed findings and conclusions.
"GECC's unauthorized submission, although designated an
'Objection' is simply another answering brief, this one answering
Hayes' proposed findings of fact," Mr. Macauley argues.  "GECC's
individual 'objections' are nothing more than GECC's arguments
against Hayes' proposed findings of facts and in favor of its own
version of facts."

Mr. Macauley contends that GE Capital violated the Court's Order,
by in effect filing two answering briefs -- one answering the
Reorganized Debtors' Post-Trial Brief and the other addressing
Hayes' findings and conclusions.  "Violations of orders relating
to briefing schedules are subject to sanctions," Mr. Macauley
asserts, citing Del. Dist. LR 1.3.  "Apparently, GECC believes it
can play by its own rules, rather than those agreed by the parties
and ordered by [the] Court.  This is not the first time in this
litigation that GECC has attempted to file an additional brief in
an effort to obtain an unfair advantage.  [The] Court should not
tolerate such a blatant violation of its Order," Mr. Macauley
says.

Thus, the Debtors ask the Court to strike GE Capital's objection
to Hayes' proposed findings of facts and conclusions of law.

                        GE Capital Responds

Julianne E. Hammond, Esq., at Blank Rome LLP, in Wilmington,
Delaware, argues that the Debtors' proposed findings
mischaracterized the evidence at trial.  "Reading Hayes' proposed
findings, one would think that the Machines that GECC leased to
Hayes were meticulously maintained and repaired, and were returned
to GECC in 'showroom' condition and appearance."

"The purpose of the parties submitting proposed findings to the
Court is to reflect the evidence at trial, not distort it," Ms.
Hammond points out.

According to Ms. Hammond, at the time the parties discussed the
briefing schedule, GE Capital did not anticipate that Hayes would
offer a distorted view of the evidence, and therefore, GE Capital
did not request the ability to object to proposed findings.
Given the amount in controversy and after seeing Hayes'
mischaracterization of the evidence, although the Court's briefing
schedule did not specifically authorize objections to proposed
findings, GE Capital's lawyers felt compelled to state GE
Capital's objections for the record.

"Under the circumstances, GECC believes that a comparison of
Hayes' proposed finding to the controverting evidence will provide
the Court with a useful tool in evaluating the evidence and GECC's
administrative claims," Ms. Hammond says.  "Hayes makes much of
the fact that the Objection was not permitted by the Court's
briefing schedule and even goes so far as suggesting that
sanctions may be appropriate."

In all events, Ms. Hammond says, even if the Court determines that
the Objection was not appropriate and is not helpful to the Court,
sanctions are not warranted.  "GECC merely was seeking to protect
its interests and preserve its objections to what amounted to a
distortion of the record by Hayes."

To the extent the Court determines that there was any prejudice to
Hayes, Ms. Hammond tells the Court that it can permit Hayes to
file an objection to GE Capital's proposed findings and
conclusions.  If that is the Court's ruling, Ms. Hammond asserts
that GE Capital should also be permitted to file a "corrected"
version of its own findings and conclusions, as Hayes did,
correcting any mistakes and providing any additional citations
that may have been omitted.

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).


HEXCEL CORPORATION: Offers to Exchange 6-3/4% Senior Sub. Notes
---------------------------------------------------------------
Hexcel Corporation (NYSE: HXL) reported its offer to exchange new
6.75% Senior Subordinated Notes due 2015 that have been registered
under the Securities Act of 1933 for any and all of its
outstanding 6.75% Senior Subordinated Notes due 2015 that were
sold under Rule 144A and Regulation S of the Securities Act of
1933.  The form and terms of the new notes are identical in all
material respects to the original notes, except that transfer
restrictions and registration rights applicable to the original
notes will not apply to the new notes.

Hexcel Corporation will accept for exchange any and all original
notes validly tendered and not withdrawn prior to the expiration
date of 5:00 p.m., New York City time on June 8, 2005, unless
extended.  Tenders of the original notes may be withdrawn at any
time prior to the expiration date.

Copies of the prospectus and related transmittal materials
governing the exchange offer may be obtained from the exchange
agent, The Bank of New York, 101 Barclay Street, 7E, New York, New
York 10286, Attention: Evangeline R. Gonzales, or by calling (212)
815-3738.

This announcement does not constitute an offer to sell or buy any
security; such offers shall only be made by means of a prospectus.

                       About the Company

Hexcel Corporation is a leading advanced structural materials
company.  It develops, manufactures and markets lightweight, high-
performance reinforcement products, composite materials and
composite structures for use in commercial aerospace, space and
defense, electronics, and industrial applications.

As of March 31, 2005, Hexcel Corporation reported a shareholder's
deficit of $68,300,000 compared to $24,000,000 in December 31,
2004.


IMPACT DESIGN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Impact Design Group, Inc.
        dba Quality Images
        4613 Phillips Highway, Suite 207
        Jacksonville, Florida 32207

Bankruptcy Case No.: 05-04990

Type of Business: The Debtor provides quality printing at an
                  affordable price. Quality Images utilizes
                  state-of-the-art technology to make printing
                  easy and affordable. See
                  http://www.qualityimages.com/

Chapter 11 Petition Date: May 11, 2005

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Aaron R. Cohen, Esq.
                  P.O. Box 4218
                  Jacksonville, Florida 32201
                  Tel: (904) 722-1866

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

Estimated Debts:  $1 Million to $10 Million

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


INDYMAC ABS: S&P Rating on Class BF Trust Certs. Tumbles to D
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class BF
from Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD
2001-B to 'D' from 'CCC'.  Concurrently, ratings on three other
classes from the same series are affirmed.

The rating on class BF was lowered as a result of the $63,639
principal write-down realized by the class during the April 2005
remittance period.  Originally rated 'BBB', the subordinate class
is supported by excess interest and overcollateralization.  As net
losses continued to exceed excess interest, overcollateralization
eroded steadily by an average of $122,897 a month for the most
recent 12 months.  Monthly net losses have exceeded excess
interest cash flow by an average of 2.42x during the same period.

As of the April 2005 distribution date, cumulative realized losses
were $7.30 million, representing 2.10% of the original pool
balance.  Total delinquencies were 52.36%, while serious
delinquencies (90-plus days, foreclosure, and REO) were 34.37%.
While the mortgage pool has paid down to approximately 12.35% of
its original balance, steady high delinquencies and the resulting
substantial losses have contributed to the complete erosion of the
overcollateralization.  Given the severe delinquency status and
poor performance trend, collateral performance is likely to
continue to result in losses that will outpace excess interest in
the transaction.  Standard & Poor's will continue to monitor the
transaction closely.

Despite the current poor collateral performance of the
transaction, the ratings on the three remaining classes are
affirmed, reflecting adequate actual and projected credit support
provided by subordination, excess interest, and
overcollateralization.

Credit support is provided by subordination,overcollateralization,
and excess interest cash flow.  The collateral consists of fixed-
and adjustable-rate home equity first- and second-lien loans,
secured primarily by one- to four-family residential properties.


                            Rating Lowered
              Home Equity Mortgage Loan Asset-Backed Trust,
                           Series SPMD 2001-B

                                       Rating
                                       ------
                          Class     To        From
                          -----     --        ----
                          BF        D         CCC

                            Ratings Affirmed
                 Home Equity Mortgage Loan Asset-Backed Trust,
                           Series SPMD 2001-B

                           Class     Rating
                           -----     ------
                           AV        AAA
                           MF-1      AA+
                           MF-2      A


INTELIDATA TECH: Recurring Losses Prompt Going Concern Doubt
------------------------------------------------------------
InteliData Technologies Corp. (Nasdaq:INTD), a provider of
electronic bill payment and presentment technologies, reported
financial results for the three-month period ended March 31, 2005.

Revenues for the first quarter of 2005 totaled $2,944,000, a
decrease of $648,000 from the $3,592,000 reported for the first
quarter of 2004.

Gross profit for the three-month period ended March 31, 2005
totaled $1,687,000 with a resulting gross margin of 57%. This
compares to a gross profit of $1,812,000 and a gross margin of 50%
for the same period in 2004.

The net losses for the three-month periods ended March 31, 2005
and 2004 were $1,920,000 and $1,533,000, respectively.

                     Going Concern Doubt

Cash and cash equivalents as of March 31, 2005 totaled $1,253,000,
compared to $3,223,000 as of year-end 2004.  Because the Company
has recurring losses from operations and is experiencing
difficulty in generating cash flow, there is substantial doubt
about its ability to continue as a going concern.  Management's
plans concerning these matters are described in the quarterly
report on Form 10-Q.

                         Merger Update

As previously announced, the Company entered into a definitive
agreement to be acquired by Corillian Corporation on March 31,
2005.  Under the terms of the merger agreement, the purchase
consideration for the Company is approximately $19.2 million,
subject to adjustment.  Under the terms of the agreement, each
outstanding share of the Company's common stock will be converted
into the right to receive 0.0954 of a share of Corillian's common
stock and $0.0844 in cash without interest, subject to adjustment.
The closing of this transaction is subject to, among other things,
the effectiveness of the proxy statement/prospectus on Form S-4 to
be filed with the Securities and Exchange Commission and approval
of the Company's stockholders.

"We are working with Corillian on plans to allow for a seamless
transition for our customers and employees," said Alfred S.
Dominick, Jr., Chairman and CEO.  "We are also developing joint
sales strategies to market the combined company and its products
to existing customers and prospects.  The transition plans and the
coordination are designed to facilitate an orderly cutover and a
merger that will be immediately accretive to earnings.  We
continue to believe that this transaction is in the best interests
of our shareholders, our customers, and our employees."

                    About the Company

With over a decade of experience, InteliData Technologies
Corporation -- http://www.InteliData.com/-- provides online
banking and electronic bill payment and presentment technologies
and services to leading banks, credit unions, financial
institution processors and credit card issuers.  The Company
develops and markets software products that offer proven
scalability, flexibility and security in supplying real-time,
Internet-based banking services to its customers.


INTERSTATE BAKERIES: Wants to Reject Elisie Scott Realty Lease
--------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Western District of Missouri's
authority to reject a March 17, 1995, lease with Elisie Scott
Realty.  The Debtors lease from Elisie Scott Realty property at 94
Pershing Drive, in Derby, Connecticut.

The Debtors want to walk away from the Lease effective as of
April 29, 2005.  The Debtors seek to avoid incurring unnecessary
administrative charges for rent and other charges and repair and
restoration of the Premises that provide no tangible benefit to
their estates and will play no part in their future operations.

"The resultant savings from the rejection of the Real Property
Lease will favorably affect the Debtors' cash flow and assist the
Debtors in managing their future operations," J. Eric Ivester,
Esq., at Skadden Arps Slate Meagher & Flom LLP, in Chicago,
Illinois, says.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTRAWEST CORP.: Poor Debt Measures Cue S&P's Stable Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from positive on Vancouver, British Columbia-based ski resort
operator Intrawest Corp.  At the same time Standard & Poor's
affirmed its 'BB-' corporate credit and 'B+' senior unsecured debt
ratings on the company.

"From 2003-2004 Intrawest successfully reduced its debt to EBITDA
ratio; however, for the first three quarters of fiscal 2005 the
trend has reversed and it is our expectation that Intrawest's debt
measures in the near term will not decrease to the extent first
envisioned," said Standard & Poor's credit analyst Ronald Charbon.
On Feb. 26, 2003, the outlook on Intrawest was changed to positive
following the expectation that the announced Leisura transaction
would accelerate and bring greater certainty to Intrawest's
previously announced plan to improve its credit measures and
achieve significant free cash flow.

The corporate credit rating on Intrawest reflects:

    (1) the cyclical and seasonal resort business,

    (2) an aggressive financial policy, and

    (3) continued uncertainty in travel patterns.

These weaknesses are offset by:

    (1) Intrawest's leading position and successful track record
        in owning, operating, and developing village-centered
        destination resorts across North America;

    (2) the maturing of the portfolio of resorts into a less
        capital-intensive stage; and

    (3) the company's disciplined resort real estate development
        strategy.

Intrawest has a moderate liquidity position that is sufficient for
meeting its capital needs.  At March 31, 2005, the company
recorded funds from operations of about US$132 million for the
nine months of fiscal 2005 and a negative discretionary cash flow
position of about US$6.5 million for the same period.  Balance-
sheet cash position was US$129 million and Intrawest has a US$425
million revolving credit facility at the corporate level with
availability of about US$108 million.  Individual resorts have
lines of credit between US$5 million and US$10 million.

Intrawest's business strategy is sound, with a portfolio of well-
positioned resorts and resort accommodation developments that are
supported by a strong sales and marketing team.  The company has
reduced weather-related risk by diversifying its operations among
various geographic markets, offering a variety of leisure
activities in a resort village atmosphere.  Skier visits are
supported by each resort's inventory of warm beds and locations
that are in close proximity to major population centers.  Having
completed the majority of the significant capital expenditures
required to develop its resort portfolio, Intrawest is able to
focus increasingly on its sales and marketing system to further
develop its reputation as a premier resort operator.


J.A. JONES: Carroll Services Has Until June 25 to Object to Claims
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina gave Carroll Services, LLC, the Liquidation Trustee
appointed under J.A. Jones, Inc., and its debtor-affiliates'
chapter 11 plan, an extension, through and including June 25,
2005, to object to claims, except Class 6 Claims and Class 10
Claims, filed against the Debtors' estates.

The Court confirmed the Debtors' Third Amended and Restated Joint
Plan Liquidating Plan of Reorganization on Aug. 19, 2004, and the
Plan took effect on Sept. 28, 2004.

Carroll Services explains that while it has objected to or
resolved a majority of the Other Administrative Expense Claims,
Carroll believes the extension is necessary for it to accurately
review and determine the validity of certain of those remaining
claims.

Carroll Services assures the Court that the extension will not
prejudice any of the Debtors' creditors and other parties in
interest.

Headquartered in Charlotte, North Carolina, J.A. Jones, Inc., was
founded in 1890 by James Addison Jones.  J.A. Jones is a
subsidiary of insolvent German construction group Philipp Holzmann
and a holding company for several US construction firms.  The
Debtors filed for chapter 11 protection on September 25, 2003
(Bankr. W.D.N.C. Case No. 03-33532).  John P. Whittington, Esq.,
at Bradley Arant Rose & White, LLP, and W. B. Hawfield, Jr., Esq.,
at Moore & Van Allen represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed debs and assets of more than $100 million
each.  On August 19, 2004, the United States Bankruptcy Court for
the Western District of North Carolina approved the Third Amended
and Restated Joint Plan of Liquidation of J.A. Jones' and certain
of its debtor-subsidiaries.


JANE NIEBLER: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jane Niebler
        N94 W21825 Schlei Road
        Menomonee Falls, Wisconsin 53051

Bankruptcy Case No.: 05-27990

Type of Business: An involuntary chapter 11 petition is pending
                  against the Debtor's spouse, John Niebler,
                  before the Honorable James E. Shapiro.  That
                  involuntary petition was filed on April 19, 2005
                  (Bankr. E.D. Wis. Case No. 05-26253).

Chapter 11 Petition Date: May 10, 2005

Court: Eastern District of Wisconsin (Milwaukee)

Judge: James E. Shapiro

Debtor's Counsel: Denis P. Bartell, Esq.
                  DeWitt Ross & Stevens
                  Two East Mifflin Street, Suite 600
                  Madison, Wisconsin 53703-2599
                  Tel: (608) 255-8891

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
First National Bank of Hartford                 $550,000
116 West Summer Street
Hartford, WI 53027

G&R Investment Company                          $298,696
P.O. Box 444
Menomonee Falls, WI 53052

State Financial Bank NA                         $237,781
10708 West Janesville Road
Hales Corners, WI 53130

Associated Bank                                 $110,000
Lake shore National Association
1217 North Taylor Drive
Sheboygan, WI 53082


JOSEPH & PATRICIA GIRONE: Case Summary & 4 Largest Creditors
------------------------------------------------------------
Debtors: Joseph & Patricia Girone
         27 Kelly Drive
         Marlton, New Jersey 08053

Bankruptcy Case No.: 05-25600

Type of Business: The Debtors previously filed for chapter 11
                  protection on May 6, 2004 (Bankr. D. N.J.
                  Case Nos. 04-24140 & 04-32548).

Chapter 11 Petition Date: May 10, 2005

Court: District of New Jersey (Camden)

Debtor's Counsel: Jeffrey B. Saper, Esq.
                  Law Offices of Jeffrey B. Saper, PC
                  The Lexington Building
                  180 Tuckerton Road
                  Medford, New Jersey 08055
                  Tel: (856) 985-9770
                  Fax: (856) 985-2781

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
SJ Gas                        Utility Services            $1,900
P.O. Box 6000
Hammonton, NJ 08037

Connectiv                     Utility Services            $1,200
P.O. Box 4875
Trenton, NJ 08650

Verizon                       Telephone Services            $550
P.O. Box 4850
Trenton, NJ 08650

Comcast                       Cable Services                $324
P.O. Box 3006
Southeastern, PA 19398


KMART CORP: Sears & Kmart Commence Organizational Restructurings
----------------------------------------------------------------
Sears Holdings Corporation's wholly owned subsidiaries, Sears,
Roebuck and Co., in Hoffman Estates, Illinois, and Kmart Holding
Corporation in Troy, Michigan, have commenced organizational
restructurings related to functions at their home offices, as a
result of their business combination.

In a Form 8-K filed with the Securities and Exchange Commission,
Sears Holdings Vice President and Controller William K. Phelan
explains that the primary goal of the restructurings is to
integrate the two companies' headquarters operations and increase
operating efficiencies which will substantially reduce each
company's workforce at their headquarters.

The costs associated with the Sears organizational restructuring
will be accounted for as part of the purchase price for the
acquisition of Sears by Kmart.  The number of Kmart employees
affected by the reduction is dependent, among other things, on the
number of employees who will accept the relocation offers.  The
terms of the benefit packages offered are being communicated to a
substantial number of its affected employees beginning on
April 26, 2005.

According to Mr. Phelan, Sears Holdings expects the process of
identifying and notifying all affected Kmart personnel to continue
for the next several months.  Sears Holdings will record charges
for termination benefits related to the Kmart restructuring in the
current and future fiscal quarters in accordance with Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 146, Accounting for Costs Associated with Exit or
Disposal Activities.  Sears Holdings estimates that cash
expenditures will be incurred in the full amount of the charges.

Mr. Phelan adds that not all affected Kmart employees have been
identified and the number of employees who will accept relocation
offers is not known.  As a result, Sears Holdings is unable to
make a determination of an estimate or range of estimates
associated with these activities.

                  Sears Holdings Cuts 500 Jobs

Sears Holdings laid off more than 500 workers at the Sears
headquarters in Hoffman Estates, Illinois, during the last week of
April 2005, Josh Fineman at Bloomberg News reports.  This is part
of Sears Holdings' plan to "substantially reduce" jobs at both the
Sears headquarters and the Kmart headquarters in Troy, Michigan.
According to Bloomberg, Sears Holdings seeks to reduce $300
million in costs as part of the Kmart-Sears merger.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 94; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Wants Summary Judgment to Limit FLOORgraphics' Damages
------------------------------------------------------------------
FLOORgraphics, Inc., supplies floor advertising to Kmart stores
under a March 18, 1998 Retail Advertising License Agreement with
Kmart Corporation.  The Agreement was subsequently modified by two
written Addenda dated March 20, 2000, and August 28, 2000.  Both
Addenda expressly incorporated the terms and conditions of the
Agreement, and ultimately extended the contract term to March 17,
2002.

Kmart rejected the Contract in bankruptcy, thereby creating a
breach of contract as of January 21, 2002.

FLOORgraphics alleges that a letter dated March 24, 1998, created
an automatic renewal provision, entitling it to enforce the
Contract as long as Kmart uses floor advertising in its stores.
FLOORgraphics asserts damages for Kmart's breach extending to
perpetuity, estimated at $59 million.

However, William Barrett, Esq., at Barack Ferrazzano Kirschbaum
Perlman & Nagelberg LLP, in Chicago, Illinois, argues that, by its
terms, the Agreement was in no event to be construed on behalf of
either FLOORgraphics or Kmart to create a right of automatic
renewal.  The Contract contained a complete merger and integration
clause.

Mr. Barrett contends that FLOORgraphics' post-March 17, 2002
damages claims fail as a matter of law because:

   (i) the content of the March 24, 1998 letter is barred by the
       parol evidence rule;

  (ii) any promises in the March 24, 1998 letter are
       unenforceable for lack of consideration; and

(iii) any terms in the March 24, 1998 letter were suspended by
       the subsequent written Addenda to the Agreement.

There are no material issues of contested fact that would preclude
judgment for Kmart regarding post-March 17, 2002 damages, Mr.
Barrett says.  Since FLOORgraphics was allowed to leave its
advertising in Kmart stores through June 18, 2002, and Kmart
allowed FLOORgraphics to perform consistent with the Agreement up
to and beyond March 17, 2002, FLOORgraphics can prove no damages
for Kmart's January 21, 2002 breach.

Against this backdrop, Kmart asks the U.S. Bankruptcy Court for
the Northern District of Illinois for summary judgment limiting
FLOORgraphics' damages to the time period ending
March 17, 2002.  Kmart wants the Court to declare that
FLOORgraphics' claim is disposed of in its entirety because there
are no damages to measure.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 94; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LAS AMERICAS: Acquiring Dry Cleaning Operations in Bankruptcy
-------------------------------------------------------------
Las Americas Broadband, Inc. (Pink Sheets: LABNQ) signed a Letter
of Intent to acquire Kleenerz, a privately held dry cleaning
retail operation located in Southern California.

The company contemplates a reorganization plan to be submitted to
the court in the next month, which will include a definitive
purchase agreement.  The acquisition would result in the
shareholders of Kleenerz having a controlling interest in LABN,
and is contingent on various approvals including but not limited
to the Federal Bankruptcy court, the Committee of Unsecured
Creditors of LABN, and the shareholders of LABN.  The acquisition
is also contingent on the obtaining of any requisite financing by
Kleenerz.

Headquartered in Tehachapi, California, Las Americas Broadband,
Inc. -- http://www.lasamericasbroadband.com/-- operates a cable
and satellite television network in Kern County, California.  The
Debtor filed for chapter 11 protection on Feb. 28, 2005 (Bankr.
E.D. Calif. Case No. 05-11397).  Leonard K. Welsh, Esq., at Klein,
DeNatale, Goldner, Cooper, Rosenlieb & Kimball, LLP, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $4,964,500 in total
assets and $4,641,110 in total debts.


LUCID ENTERTAINMENT: Defaults on Leases & Restructuring Operations
------------------------------------------------------------------
Lucid Entertainment Inc. disclosed plans to restructure its
business.  Key elements of the plan involve:

   -- focusing operations and new development in North America;

   -- restructuring the Company's short and long term
      indebtedness;

   -- aggressive cost cutting measures at both head office and at
      the operating properties; and

   -- seeking an experienced and reputable operator for the
      future.

When the outgoing CEO and Chairman, Michael Wilkings, departed
from the Company abruptly due to health reasons, the Company left
behind was in financial difficulty.  A team of Directors and
employees headed by Toronto lawyer Sander Shalinsky, interim
Chairman and Alan Moore, director and acting C.E.O. was installed
to formulate and execute a plan to stabilize operations and give
the Company an opportunity to thrive.

                           Default

The Company is in default of its leases and other agreements at
Lucid Manchester and The Hippodrome, London and will not resume
operations at these locations.  There is the possibility of
pending action against the Company as a result of these defaults,
however the extent of the action, if any, is unknown at this time.
The Company is also withdrawing from other previously announced
developments in the U.K. specifically Cardiff and Liverpool, as
well as Atlanta Georgia.  "The Company is fully focused on its
properties in North America. This is where our investors want us
to concentrate." said Sander Shalinsky, acting Chairman and board
Director.

As part of its plan, the Company will focus on re-structuring its
short- term and long-term obligations, which includes reaching
suitable agreements with various lenders, lessors, creditors and
some Landlords.  Without such agreements in place it will be
difficult for the Company to operate and attract new investment.

Measures have already been taken to drastically reduce Head Office
expenses through staff lay-off, employment contract negotiations
and by cutting occupancy costs.  In addition, occupancy costs at
Lucid Toronto have now been reduced.

                  New Investment Talks Underway

Discussions are underway for new investment money in Lucid
Entertainment, contingent upon the Company successfully completing
its restructuring plan.  "Our investors have indicated a
willingness to continue but only with a leaner and more stable
Lucid", said Alan Moore, "and investment will be used to promote
growth and future development of the business. We have the resolve
to execute our restructuring plan and we are entirely focused on
achieving it. "

                        About the Company

Lucid Entertainment Inc. is a leading operator and developer of
branded entertainment and hospitality venues internationally.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 28, 2005,
Lucid Entertainment Inc. will delay the filing of its annual
audited financial statements for the year ended Dec. 31, 2004, and
its interim financial statements for the first quarter ended
March 31, 2005, past their respective due dates of April 30, 2005,
and May 30, 2005.

The delay arises as a result of Lucid's recent business and
operational challenges imposed by certain developments, which have
all been previously disclosed, including:

     (i) the resignation of Lucid's Chairman and Chief Executive
         Officer

    (ii) the ceasing of the operations of Lucid's subsidiary in
         Manchester, England due to a failure to transfer the
         liquor serving license required for its operations and
         its defaults with lenders, creditors and loan guarantors,

   (iii) the resignation of a director of Lucid due to conflicts
         arising from the financial difficulties of Lucid's
         subsidiary operating in Manchester, England,

    (iv) Lucid's and some of its other subsidiaries' default under
         other material contracts and

     (v) the resignation of Lucid's chief accountant.

As a result of these developments Lucid has been forced to manage
some significant changes to its business and operations which
among other things are limiting its ability to produce the
information necessary in order to complete its annual audited
financial statements and to fund the services of its accountants
in the UK.  This information is necessary for the preparation of
Lucid's audited annual financial statements.


MAXIM CRANE: Has Until June 17 to Object to Claims
--------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
gave Maxim Crane Works, LLC, dba ACR Management, L.L.C., an
extension, through and including June 17, 2005, to object to
claims, commence any adversary proceedings, and file any contested
matters, motions, and applications in their chapter 11 cases.

The Court confirmed the Debtors' Third Amended Plan of
Reorganization on Dec. 29, 2004, and the Plan took effect on
Jan. 4, 2005.

The Reorganized Debtors gave the Court four reasons in support of
their request:

   a) the Reorganized Debtors are still in the process of
      prosecuting various adversary proceedings and numerous
      omnibus, as well as specific objections to proofs of claim
      that have been filed in their chapter 11 cases;

   b) there are currently 8 omnibus objections to claims, 10
      specific objections to individual claims, and 8 adversary
      proceedings pending in Court, with many hearing yet to be
      scheduled or are still pending in Court;

   c) the Reorganized Debtors are still continuing to exchange
      information and discussing settlement with the opposing
      parties involved in the claims asserted against the Debtors;
      and

   d) the Reorganized Debtors believe there may likely exists
      additional outstanding and envisioned claims objections,
      adversary proceedings and other contested matters in their
      chapter 11 cases.

Headquartered in Pittsburgh, Pennsylvania, ACR Management, L.L.C.,
and 16 debtor-affiliates (commonly known as Maxim Crane Works)
filed for chapter 11 protection on June 14, 2004 (Bankr. W.D. Pa.
Case No. 04-27848).  The Company is the largest provider of
comprehensive crane and lifting equipment rentals and services in
North America.  The Company has a network of 38 crane rental yards
(plus three satellite locations) that provide services to some
8,000 customers in 41 states and the U.S. Virgin Islands.  Anup
Sathy, Esq., David L. Eaton, Esq., James J. Antonopoulos, Esq.,
Roger J. Higgins, Esq., and Ross M. Kwasteniet, Esq., at Kirkland
& Ellis; Douglas Anthony Campbell, Esq., David Bruce Salzman,
Esq., Paul J. Cordaro, Esq., and Salene R. Mazur, Esq., at
Campbell & Levine, LLC; Joel D. Applebaum, Esq., and Robert S.
Hertzberg, Esq., at Pepper Hamilton LLP; and Richard F. Rinaldo,
Esq., at Meyer Unkovic & Scott, represent the Debtors in their
restructuring efforts.


MCI INC: Consumers to Benefit from MCI-Verizon Deal, Verizon Says
-----------------------------------------------------------------
In a filing with the Securities and Exchange Commission, Verizon
Communications, Inc., asserts that the MCI-Verizon merger
transaction will enable the combined company to establish the
nation's most advanced broadband platform, capable of delivering
next-generation services in markets across the United States.
The combination of MCI's global Internet Protocol (IP) network and
products with Verizon's deployment of a fiber optic network to
customers' premises will enable faster delivery of advanced
multimedia services.  The combined company will be capable of
offering the most innovative, advanced and wide ranging services
to consumers, governments and businesses.

Verizon relates that a combined Verizon and MCI will use its
financial strength and network resources to develop new products
and services for consumers and businesses at competitive prices.

"Verizon's financial strength will allow it to invest
approximately $2 billion in MCI's network and information
technology platforms after the transaction is complete.  This
substantial investment in the critical infrastructure will
accelerate the delivery of IP services to consumers.  The
combination of Verizon's dense, in-region local wireline network
and best-in-class wireless network with MCI's long distance voice
and data network and Internet backbone will result in a robust,
globally competitive company."

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.


MIRANT CORP: Disclosure Statement Hearing Continued Sine Die
------------------------------------------------------------
Judge Lynn will continue the hearing on Mirant Corporation and its
debtor-affiliates' Amended Disclosure Statement, originally set
for May 11, 2005, to a later date.  All remaining issues involving
the Disclosure Statement, including the formal objections filed
with the Court, will be addressed at the date to be determined by
the Court.

As reported in the Troubled Company Reporter on Apr. 1, 2005, the
Debtors delivered their First Amended Joint Plan of Reorganization
and First Amended Disclosure Statement explaining that Plan to the
U.S. Bankruptcy Court for the Northern District of Texas on
March 25, 2005.

Mirant said that its plan as originally filed on January 19,
2005, was the product of extensive, but incomplete, negotiations
with the Corp Committee, the MAGI Committee.  Although not
supported by either committee, Mirant believes that Plan
reflected the basic construct around which the parties had
negotiated to that point and otherwise represented, in the
Debtors' view, a reasonable and appropriate compromise that
permitted the value of the Debtors' business to be maximized and
provided a fair allocation between the Debtors' estates.

Negotiations regarding the terms under which the Debtors would
emerge from chapter 11 protection continued since January.
Mirant believes that the Amended Plan reflects the current status
of discussions with various parties, and reflects an agreement in
principal with the Corp Committee.  Given the current state of
negotiations, Mirant believes there is a reasonable prospect of
obtaining the support of the MAGI Committee before the Disclosure
Statement begins.

Mirant makes it clear that the Amended Plan does not reflect
material input from the Official Committee of Equity Security
Holders because there isn't sufficient value to flow to that
constituency.  The Equity Committee continues to argue that
holders of Equity Interests in Mirant are entitled to a recovery
because the enterprise value of the Debtors' business exceeds the
amount necessary to provide a full recovery to creditors.  The
Debtors say they're ready to proceed with the hearing on April
11, 2005, at which time they'll ask the Court to determine
enterprise value.

If creditors accept and the Court confirms the Amended Plan:

   * The Debtors' business will continue to be operated in
     substantially its current form, subject to:

     (1) certain internal structural changes that the Debtors
         believe will improve operational efficiency, facilitate
         and optimize the ability to meet financing requirements
         and accommodate the enterprise's debt structure as
         contemplated at emergence; and

     (2) potentially organizing the new parent entity for the
         Debtors' ongoing business operations in the jurisdiction
         outside the United States;

   * The estates of Mirant Corp., Mirant Americas Energy
     Marketing, LP, Mirant Americas, Inc., and the other debtor-
     subsidiaries -- excluding Mirant Americas Generation, LLC,
     and its debtor-subsidiaries -- will be substantially
     consolidated for purposes of determining treatment of and
     making distributions in respect of claims against and equity
     interests in Consolidated Mirant Debtors;

   * MAG's estates will be substantially consolidated for
     purposes of determining treatment of and making
     distributions in respect of Claims against and Equity
     Interests in Consolidated MAG;

   * The holders of unsecured claims against Consolidated Mirant
     Debtors will receive a pro rata share of 100% of the shares
     of New Mirant common stock, except for:

     (1) certain shares to be issued to the holders of certain
         MAG Claims; and

     (2) the shares reserved for issuance pursuant to the New
         Mirant Employee Stock Programs, which will provide for
         an eligible pool of awards to be granted to New Mirant's
         eligible employees and directors in the form of stock
         options;

   * The unsecured claims against Consolidated MAG will be paid
     in full through:

     (1) the issuance to general unsecured creditors and holders
         of MAG's revolving credit facility and MAG's senior
         notes maturing in 2006 and 2008 of:

          (i) new debt securities of a newly formed intermediate
              holding company under MAG -- "New MAG Holdco" --
              or, at the option of the Debtors, cash proceeds
              from third-party financing transactions, equal to
              90% of the full amount owed to those creditors; and

         (ii) common stock in the Debtors' new corporate parent
              that is equal to 10% of the amount owed; and

     (2) the reinstatement of MAG's senior notes maturing in
         2011, 2021 and 2031;

   * The intercompany claims between and among Consolidated
     Debtors and Consolidated MAG will be resolved as part of a
     global settlement under the Amended Plan whereby
     Intercompany Claims will not receive a distribution under
     the Plan;

   * The consolidated business will have approximately $4.33
     billion of debt -- as compared to approximately $8.63
     billion of debt at the commencement of the Debtors' Chapter
     11 cases -- comprised of:

    (1) $1.14 billion of debt obligations associated with non-
        debtor international subsidiaries of Mirant;

    (2) $169 million of miscellaneous domestic indebtedness
        including, in particular, the $109 million of the certain
        "West Georgia Plan Secured Notes", issued by West Georgia
        Generating Company, LLC;

    (3) $1.7 billion of reinstated debt at MAG; and

    (4) $1.32 billion of new debt issued by New MAG Holdco in
        partial satisfaction of certain existing MAG debt, which
        amount does not include the obligations under numerous
        agreements between Mirant Mid-Atlantic, LLC and various
        special purpose entities -- "Owner Lessors" -- which
        relate to two power stations, the Morgantown Station and
        the Dickerson Station;

   * To help ensure the feasibility of the Amended Plan with
     respect to Consolidated MAG, Mirant Corp. will contribute
     value to MAG, including the trading and marketing business
     -- subject to an obligation to return a portion of the
     imbedded cash collateral in the trading and marketing
     business to Mirant; provided that, under certain
     circumstances, the Debtors may elect to satisfy this
     obligation by transferring $250 million to Mirant Americas
     from New MAG Holdco -- the Mirant Peaker, Mirant Potomac and
     Zeeland generating facilities and commitments to make
     prospective capital contributions of $150 million for
     refinancing and, under certain circumstances, up to $265
     million for sulfur dioxide capital expenditures;

   * MAG's prospective working capital requirements will be met
     with the proceeds of a new senior secured credit facility of
     $750 million;

   * Substantially all of the Debtors' contingent liabilities
     associated with the California energy crisis and certain
     related matters will be resolved pursuant to a global
     settlement in accordance with the Amended Plan;

   * The disputes regarding the Debtors' ad valorem real property
     taxes for the Bowline and Lovett facilities will be settled
     and resolved on terms that permit the feasible operation of
     these assets, or the Debtors that own the assets will remain
     in Chapter 11 until those matters are resolved by settlement
     or through litigation;

   * Substantially all of Mirant Corp.'s assets will be
     transferred to New Mirant, which will serve as the corporate
     parent of the Debtors' business enterprise on and after the
     Plan effective date and which will have no successor
     liability for any unassumed obligations of Mirant Corp.;
     similarly, the trading and marketing business of the
     "Trading Debtors" will be transferred to Mirant Energy
     Trading LLC, which shall have no successor liability for any
     unassumed obligations of the Trading Debtors;

   * The outstanding Mirant common stock will be cancelled and
     the holders thereof will receive any surplus value after
     creditors are paid in full, plus the right to receive a pro
     rata share of warrants issued by New Mirant if they vote to
     accept the Plan.

                      Reorganization Value

The Blackstone Group, L.P., the Debtors' financial advisor,
estimates the enterprise value for Mirant Corp. at the Plan
effective Date to be between $7.0 and $8.3 billion, with $7.6
billion used as the midpoint estimate.  The estimated enterprise
value for MAG at the Effective Date is between $3.1 and $3.7
billion, with $3.4 billion used as the midpoint estimate.

Blackstone utilized two methodologies to derive the
reorganization values of Mirant Corp., MAG, and New MAG HoldCo
based on the Debtors' financial projections:

   (1) a comparison of the Valued Entities and their projected
       performance to publicly traded comparable companies --
       commonly called a Comparable Company Analysis; and

   (2) a calculation of the present value of the free cash flows
       under the Projections, including an assumption for a
       terminal value -- commonly called a Discounted Cash Flow
       or DCF Analysis.

The Comparable Company Analysis involves identifying a group of
publicly traded companies whose businesses are comparable to
those of the Debtors, and then calculating ratios of various
financial results to the public market values of these companies.
The ranges of ratios derived are then applied to the Valued
Entities' financial results to derive a range of implied values.
The discounted cash flow approach involves deriving the unlevered
free cash flows that the Valued Entities would generate assuming
the Projections were realized.  The cash flows and an estimated
value of the Valued Entities at the end of the projected period
are discounted to the present at the Debtor's estimated post-
restructuring weighted average cost of capital to determine the
enterprise values of the Valued Entities.  Blackstone used a
range of discount rates from 11% to 13%.

Blackstone assigned weightings of 50% to the Comparable Company
Analysis and 50% to the DCF Analysis for MAG and the Caribbean.

For other domestic assets and the Philippines, Blackstone
assigned weightings of 40% to the Comparable Company Analysis and
60% to the DCF Analysis.

                          Equity Value

After estimating the enterprise values of the Valued Entities,
Blackstone estimated the equity value of the entities by making
several adjustments to reorganization value:

   (1) Deducting the long-term indebtedness at the Effective
       Date;

   (2) Adding the estimated value of the Net Operating Losses;

   (3) Adding unrestricted excess cash balances; and

   (4) Adding or transfer other asset value that is not reflected
       in the Projections.

After the Adjustments, the estimated total equity value of Mirant
Corp. is estimated between $3.5 and $4.7 billion, with $4.1
billion used as an estimate of the total equity value at the
Effective Date.  The estimated total equity value of MAG is
between $307 million and $935 million, with $591 million used as
an estimate of the total equity value at the Effective Date.  The
estimated total equity value of New MAG Holdco is between
$1.9 billion and $2.5 billion, with $2.2 billion used as an
estimate of the total equity value at the Effective Date.

In preparing its analyses, Blackstone:

   * reviewed historical operating and financial results of the
     Debtors;

   * reviewed certain financial projections prepared by the
     Debtors for the operations of the Valued Entities;

   * discussed current operations and prospects of the
     operating businesses with the Debtors;

   * reviewed the Debtors' assumptions underlying those
     projections;

   * considered the market values of publicly traded companies
     that Blackstone and the Debtors believe are in businesses
     reasonably comparable to the operating businesses of the
     Valued Entities; and

   * made other examinations and performed other analyses as
     necessary and appropriate for the purposes of the
     valuations.

The Debtors' financial projections through 2011 are annexed to
their First Amended Disclosure Statement as Exhibit D.

                    Estimated Allowed Claims

The Debtors made significant changes to the estimated allowed
claim amounts.  Placed side-by-side for comparison, the Estimated
Allowed Claims under the Amended Plan and under the "original
plan" are:

A. Unclassified Claims

   Claim Classes                    Amended Plan     Original Plan
   -------------                    ------------     -------------
   Administrative Claims           $64.1 million      Undetermined

   Priority Tax Claims             $12.7 million     $55.6 million


B. Classified Claims and Interests of Consolidated Mirant Debtors

   Claim Classes                    Amended Plan     Original Plan
   -------------                    ------------     -------------
     1 Priority Claims                        $0      Undetermined

     2 Secured Claims               $154 million    $143.8 million

     3 California Party         $283-320 million    $283.2 million
       Secured Claims

     4 Unsecured Claims             $6.4 billion      $6.7 billion
                                  Allowed Claims
                               plus $530 million
                                    Postpetition
                                Accrued Interest

     5 Convenience Claims           $3.7 million     $19.9 million

     6 Equity Interests                      N/A      Undetermined

C. Classified Claims and Interests of Consolidated MAG

   Claim Classes                    Amended Plan     Original Plan
   -------------                    ------------     -------------
     1 Priority Claims                        $0      Undetermined

     2 Secured Claims              $42.4 million     $17.6 million

     3 MIRMA Owner/Lessor           Undetermined      Undetermined
       Secured Claims

     4 New York Taxing              Undetermined      Undetermined
       Authority Secured
       Claims

     5 PG&E/RMR Claims              $148 million    $392.8 million

     6 General Unsecured            $1.2 billion      $1.3 billion
       Claims                     Allowed Claims
                               plus $154 million
                                    Postpetition
                                Accrued Interest

     7 MAG Long-term                $2.0 billion      $2.0 billion
       Note Claims             inclusive of $309
                                   million Post-
                                petition Accrued
                                        Interest

     8 Convenience                  $5.2 million     $14.6 million
       Claims

     9 Equity Interests                      N/A      Undetermined

                    Distribution Under Plan

Under the Amended Plan, the recovery percentage on Allowed
Consolidated Mirant Debtors Class 4 -- Unsecured Claims -- is
60%, excluding Postpetition Accrued Interest.

A full-text copy of the amended Disclosure Statement is available
at no charge at:


http://www.mirant.com/financials/pdfs/amended_disclosure_statement_032505.pdf

and a full-text copy of the amended Plan of Reorganization is
available at no charge at:

   http://www.mirant.com/financials/pdfs/amended_por_032505.pdf

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


MIRANT CORP: NRG Energy Eyed Merger & Valued Company at $13 Bil.
----------------------------------------------------------------
NRG Energy, Inc., considered merging with Mirant Corporation in
2004 to boost the value of its portfolio, The Wall Street Journal
reported.

According to Journal writer Rebecca Smith, NRG talked with a
group of Mirant creditors to discuss a merger.  This was revealed
in April 2005 during a bankruptcy hearing on Mirant's enterprise
value.  NRG reportedly eyed Mirant as early as Summer 2004 and
valued Mirant at about $13 billion.

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

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

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


MIRANT CORP: MAGi Committee Says Disclosure Statement is Confusing
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant Americas
Generation, LLC, tells the U.S. Bankruptcy Court for the Northern
District of Texas that the First Amended Disclosure Statement is a
confusing, incomprehensible and incomplete description of a
proposed scheme to reorganize Mirant Corporation and its
debtor-affiliates.  A reasonable creditor cannot discern from the
Disclosure Statement, even with substantial diligent study, the
material fundamental facts necessary to an informed decision on
the Plan.

The MAGi Committee wants the Disclosure Statement to explicitly
state that the Committee believes the proposed Plan is illegal
and not confirmable.  The MAGi Committee believes that superior
recoveries may be achievable for the benefit of MAGi's creditors
from alternative restructuring options which were not pursued by
the Debtors.  The Committee recommends that MAGi creditors and
creditors of each of its subsidiaries should vote to reject the
Plan.

The MAGi Committee agrees with other parties' arguments that the
Debtors' sweeping use of substantive consolidation is
unprecedented, and contrary to the controlling law of every
jurisdiction.  According to Deborah D. Williamson, Esq., at Cox
Smith Matthews Incorporated, in San Antonio, Texas, "temporary"
consolidation has only been permitted where there has been no
objection by a major creditor.

Ms. Williamson tells Judge Lynn that the Debtors cannot impose
substantive consolidation on creditors who dissent without
proving on a debtor-by-debtor basis the factual foundation for
consolidation.  The Debtors must disclose a comparison of
creditor recovery on a consolidated versus nonconsolidated basis.
The MAGi creditors who are deprived of their right to vote on the
Plan are entitled to disclosure of the effect of consolidation on
their claim.

The MAGi Committee also wants the Debtors to disclose sufficient
facts that underlie their business purpose for classifying the
MAG Short-term Notes separate from MAG Long-term Notes.  The
Committee argues that the Debtors' classification scheme is
illegitimate and makes the Plan unconfirmable.  Ms. Williamson
explains that the MAG Long-term Notes were issued pursuant to the
same Indenture as the MAG Short-term Notes and is pari passu with
all other debt.  Other than with respect to maturity and interest
rate, the MAG Long-term Notes are identical in fundamental nature
to all other claims against MAGI.

The Disclosure Statement should also state what efforts were made
to include the MAG Long-term Notes within the debt of New MAG
Holdco, what financing alternatives, if any, were considered,
what alternatives were available to put the MAG Long-term Notes
in the same class as other MAGI debt, and why those alternatives
were rejected.

The MAGi Committee complains that the secured exit facility will
leave MAGi over-leveraged, unable to service its debt going-
forward, and without any protection against post-Effective Date
asset transfers or defaults at the New MAG Holdco level.  Efforts
by the Debtors to point to the Exit Facility as funding to cover
cash flow shortfalls at MAGi post-bankruptcy are disingenuous at
best.  The sole purpose of the Debtors' financing structure, the
MAGi Committee believes, is to put new creditors who will
facilitate transfers of MAGi value to Mirant creditors, ahead of
the interests of MAGi creditors.  No provision has been disclosed
by the Debtors as to the availability of this Exit Facility to
support MAGi post-bankruptcy because none exist.

If a true merger or consolidation is proposed, the MAGi Committee
contends that reinstatement of the MAG Long-term Notes is not
possible because pursuant to Section 801 of the MAGi note
indenture, which applies to each series of MAGI notes, all of the
MAGi subsidiaries, including New MAG Holdco, will need to assume
the obligations of the Indenture.

The Disclosure Statement also fails to include adequate
information on these important issues:

   a.  Other Restructuring Options;

   b.  Release of Causes of Action;

   c.  Intercompany Claims;

   d.  Value of "Assets" Transferred to New MAG Holdco;

   e.  Fees of the Indenture Trustee for the MAGi notes and
       the Bank Agent for the MAGi bank debt;

   f.  Tax Consequences to the Debtors; and

   g.  Tax Consequences to the Holders of Allowed Claims.

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


NATIONAL ENERGY: Inks Power Companies' Claims Settlement Pact
-------------------------------------------------------------
Pursuant to the Trade Contract Settlement Protocol approved by
the U.S. Bankruptcy Court for the District of Maryland, NEGT
Energy Trading Holdings Corporation and NEGT Energy Trading -
Power, L.P., entered into a settlement agreement and mutual
release with Jersey Central Power & Light Company, Metropolitan
Edison Company, and Pennsylvania Electric Company.

Under the Settlement Agreement, the Power Companies will retain
the $3,600,000 cash collateral posted by ET Power in support of a
certain Master Power Purchase and Sale Agreement among the
parties dated August 31, 2000.

The Settlement Agreement also resolves disputes relating to two
proofs of claim filed in ET Power's Chapter 11 case:

   (a) Claim No. 230 filed by Pennsylvania Electric will be
       allowed at $531,000; and

   (b) Claim No. 229 filed by Metropolitan Edison will be
       deemed withdrawn and disallowed.

Furthermore, the parties will exchange mutual releases from any
liability arising out of the Master Agreement and the Collateral.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.  (PG&E
National Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NBCCAT CORPORATION: Case Summary & 40 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: NBCCAT Corporation
             dba TransNational Parts
             dba XMGM Company
             dba National Intermodal Services
             1800 West 43rd Street
             Chicago, Illinois 60609

Bankruptcy Case No.: 05-18546

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Remare Transportation Corporation          05-18551

Chapter 11 Petition Date: May 10, 2005

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtors' Counsel: Barry A. Chatz, Esq.
                  Joy E. Mason, Esq.
                  Arnstein & Lehr LLP
                  120 South Riverside Plaza, Suite 1200
                  Chicago, Illinois 60606
                  Tel: (312) 876-7100
                  Fax: (312) 876-0288

                          Estimated Assets   Estimated Debts
                          ----------------   ---------------
NBCCAT Corporation           $0 to $50,000     $1 Million to
                                               $10 Million

Remare Transportation        $0 to $50,000     $1 Million to
Corporation                                    $10 Million

A.  NBCCAT Corporation's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Internal Revenue Service (Insolvency)         $533,040
200 West Adams, Suite 2300
Chicago, IL 60606

Metroplitan Water Reclamation District        $362,278
100 Eest Erie Street
Chicago, IL 60611

L.A. Fasteners                                 $47,489
P.O. Box 1048
Saint Charles, IL 601747048

Chicago Bandag, Inc.                           $44,081
425 Fenton Lane
West Chicago, IL 60185

Forest View Properties, LLC                    $37,199
c/o Malet Realty, Ltd.
900 West Jackson Boulevard, Suite 4W
Chicago, IL 60607

Technical Services                             $24,867
1881 Paysphere Circle
Chicago, IL 60674

Bay City Leasing LLC                           $22,692
P.O. Box 74699
Chicago, IL 60675-4699

Pacific Coast Retreaders                       $21,232
333 Hegenberger, Suite 705
Oakland, CA 94621

Praxair                                        $17,194
Department LA 21511
Pasadena, CA 91185-1511

Chicago Tire                                   $15,907
16001 South Van Drunen Road
South Holland, IL 60473

Norfolk Southern                               $15,008
110 Franklin Road
Roanoke, VA 240420044

State of California                            $14,762
Employment Development Department
P.O. Box 826286
Sacramento, CA 942306286

Buffers USA, Inc.                              $13,123
P.O. Box 351581
Jacksonville, FL 32235

Illinois Department of Employment Security     $12,059
Chicago Region - Revenue
527 South Wells
Chicago, IL 60680

Kusper & Raucci                                $10,500
30 North LaSalle Street, Suite 3400
Chicago, IL 60602

Liberty Sales and Leasing LLC                  $10,210
3111 West 167th Street
Hazel Crest, IL 60429

Cardlock Fuels                                  $9,222
P.O. Box 14014
Orange, CA 928634014

U.S. Trailer Parts & Supply                     $9,016
4334 South Tripp
Chicago, IL 60632

City International Truck Inc.                   $7,180
4655 South Central Avenue
Chicago, IL 60638

Home Depot                                      $7,111
P.O. Box 9903
Macon, GA 31297-9903


B.  Remare Transportation Corporation's 20 Largest Unsecured
    Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Internal Revenue Service (Insolvency)         $849,481
200 West Adams, Suite 2300
Chicago, IL 60606

Automobile Mechanics' Local 701               $144,178
c/o Arnold and Kadjan
19 W. Jackson Blvd., Suite 300
Chicago, IL 60604

Illinois Department of Revenue                 $77,019
Retailers Occupation Tax
Springfield, IL 627960001

Holland & Knight                               $68,260
131 South Dearborn Street, 30th Floor
Chicago, IL 60603

Illinois Department of Employment Security     $41,233
Chicago Region - Revenue
527 South Wells
Chicago, IL 60680

Kwick Loc Company                              $35,202
7340 Dorr Street
Attn: Rod Hilton
Toledo, OH 43615

Initial Security                               $32,967
P.O. Box 4653
Oak Brook, IL 60522-4653

Stockdale Insurance Agency                     $27,353
P.O. Box 10269
Bakersfield, CA 93389

Universal Underwriters Group                   $26,313
1880 Paysphere Circle
Chicago, IL 60674

BlueCross Blueshield of Illinois               $25,629
Healthcare Service Corporation
Chicago, IL 60690-1186

City International Truck Inc.                  $22,720
4655 South Central Avenue
Chicago, IL 60638

Adelphi Capital, LLC                           $17,104
1054 31st Street NW, Suite 316
Washington, DC 20007

McGriff Intermodal Nell                        $16,386
P.O. Box 1148
Cullman, AL 350561148

Tire Management, Inc.                          $13,977
481 Northeast Industrial Drive
Attn: Erin Howorth
Aurora, IL 60504

Thieman Tailgates, Inc.                        $12,904
600 East Wayne Street
Celina, OH 45822

Fleet Pride                                    $12,838
P.O. Box 847118
Dallas, TX 752847118

The Welding Center                             $12,581
7400 South Central Avenue
Bedford Park, IL 60638

Osco Incorporated                              $11,970
P.O. Box 70
Lemont, IL 60439-0070

Vineland Construction Company                   $9,511
71 West Park Avenue
Vineland, NJ 08360

Delta Dental                                    $8,482
Client Services - South
P.O. Box 44460
San Francisco, CA 94144-0460


NETWORK INSTALLATION: Resumes Stock Trading Under NWKI Ticker
-------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWKI) reported
that as a result of its now current 10-KSB filing with the SEC,
its shares have resumed trading under its normal ticker symbol
'NWKI'.

                  About the Company

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.

                       *      *      *

As reported in the Troubled Company Reporter on May 11, 2005,
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.


NEWPORT AVALON: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Newport Avalon Investors, LLC
        255 Happy Valley Road
        Pleasanton, California 94566

Bankruptcy Case No.: 05-42540

Chapter 11 Petition Date: May 11, 2005

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Stephen D. Finestone, Esq.
                  Law Offices of Stephen D. Finestone
                  456 Montgomery Street, 20th Floor
                  San Francisco, California 94104
                  Tel: (415) 421-2624

Total Assets: $15,549,240

Total Debts:  $10,048,166

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
B.D. Evans                    Trade Debt                $154,664
Construction
P.O. Box 2026
Livermore, CA
94551-2026

MCH Electric, Inc.            Trade Debt                 $50,313
31084 South Highway 33
Tracy, CA
95304-9348

Bruce Keeton Construction     Trade Debt                 $50,000
41635 Enterprise
Circle No., Suite A
Temecula, CA 92590

Maggiora Bros. Drilling       Trade Debt                 $31,444

Ultra Block of California     Trade Debt                 $15,687

Roessler Associates           Trade Debt                 $15,000

Giacalone Design Servcies     Trade Debt                 $13,300

Von Euw & L.J. Nunes          Trade Debt                 $11,574
Trucking

Landtech Consultants          Trade Debt                  $6,925

Geoconsultants                Trade Debt                  $5,036

Sideman & Bancroft            Trade Debt                  $4,499

J.F. Pacific Liners, Inc      Trade Debt                  $3,000

New Holland Credit Co.        Trade Debt                  $2,547

Langford Land Surveying       Trade Debt                  $1,400

Ryan & Lifter                 Trade Debt                  $1,100

Terra Nostra Consultants      Trade Debt                    $628

Bonneau Dickson               Trade Debt                    $300

A-1 Enterprises               Trade Debt                    $193


NORTHWESTERN CORP: Inks Settlement Pact with Montana PSC
--------------------------------------------------------
NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWEC)
reported that the Montana Public Service Commission unanimously
agreed to enter into a stipulation to settle a dispute over the
recovery of prior year natural gas costs.

The stipulation stems from a disagreement that arose in 2002
regarding a ruling made by the MPSC to disallow approximately
$10.6 million in natural gas costs for purchases made between
Nov. 1, 2002, and June 30, 2004.  As a result of the stipulation
with the Commission, the Company will be allowed to recover
approximately $4.6 million of these prior costs plus interest, and
a lawsuit filed by NorthWestern in the Montana District Court in
Helena will be dismissed.

"We're pleased to have this issue behind us and work
constructively together on the more pressing issue of working to
mitigate high natural gas costs," said Mike Hanson, NorthWestern's
President.  "The cost of natural gas is not just a Montana
problem, it's a national problem that will require all of us
working together to address the higher natural gas costs faced by
our customers."

As part of the stipulation, NorthWestern has established a
Technical Advisory Committee to advise the Company on future
natural gas procurement activities and tools, which will lead to
recommendations to the MPSC to develop rules regarding natural gas
procurement practices.  NorthWestern formed a similar committee in
2002 to advise the Company on electricity procurement practices,
and provide input on the development of the Electric Default
Supply Resource Plan in 2003.

NorthWestern Energy does not earn any profit on the sale of the
natural gas commodity to its customers; therefore, customers are
assured of paying the wholesale cost of the commodity regardless
of the amount they use.

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/
-- provides electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 608,000 customers in Montana,
South Dakota and Nebraska.  The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts.  On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.
The Court entered a written order confirming the Debtors' Second
Amended and Restated Plan of Reorganization, which took effect on
Nov. 1, 2004.


NVR INC.: Strong Debt Protection Prompts S&P to Lift Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on NVR Inc. to 'BBB-' from 'BB+' and revised the outlook to
stable from positive.  At the same time, the rating is raised on
the $200 million senior unsecured debt.

"The raised ratings are driven by NVR's very strong debt
protection and profitability measures and a solid market position
in key mid-Atlantic markets, including the attractive greater
Washington, D.C., area," explained Standard & Poor's credit
analyst Elizabeth Campbell.  "Offsetting credit considerations
include higher-than-average geographic concentration and a largely
off-balance-sheet model home and controlled lot land strategy,
which reduces the transparency of the financial presentation."

The stable outlook is supported by NVR's pursuit of primarily
organic growth and its focus on profitability over growth, which
have resulted in a comparatively stable business and financial
profile during the most recent housing cycle.  A robust $3.3
billion contract backlog provides good near-term visibility to the
company's earnings, and with very little speculative inventory,
the company is well positioned should housing demand weaken.  NVR
is expected to maintain solid debt protection measures, gradually
increase share in existing markets, and pursue any share
repurchase activity on a leverage neutral basis.


ORGANIZED LIVING: Wants to Hire LoftusGroup as Financial Advisors
-----------------------------------------------------------------
Organized Living, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Ohio for permission to employ Loftusgroup LLC
as its financial advisors and chief restructuring advisors.

Loftusgroup is expected to:

   a) analyze the Debtor's long-term financial projections and
      develop long-term financial projections in cooperation with
      the Debtor's management;

   b) manage the Debtor's cash flow and prepare budgets and
      forecasts of cash flow usage and analyze the Debtor's
      operations and make recommendations regarding asset sales;

   c) examine and prepare potential alternatives for a plan of
      reorganization and analyze the potential impact of that
      plan's structures and methodologies on the Debtor's estate
      and potential recoveries to the Debtor's creditors and
      equity holders;

   d) prepare monthly operating reports and financial reports for
      the Creditors Committee and other parties in interest; and

   e) perform all other financial and restructuring advisory
      services that are necessary in the Debtor's chapter 11 case.

William Loftus, a Managing Director at Loftusgroup, is the co-
chief restructuring officer for the Debtor.  Mr. Loftus discloses
that his Firm received a $150,000 retainer.  Mr. Loftus charges
$450 per hour for his services.

Mr. Loftus reports Loftusgroup's professionals bill:

    Professional         Designation           Hourly Rate
    ------------         -----------           -----------
    William Avelone      Senior Consultant        $450
    H.G. Hollingsworth   Senior Consultant        $450
    Stephen Katter       Consultant               $250

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

Headquartered in Westerville, Ohio, Organized Living, Inc., --
http://www.organizedliving.com/-- is an innovative retailer of
storage and organization products for the home and office with
stores throughout the U.S.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
Kristin E. Richner, Esq., at Squire, Sanders & Dempsey L.L.P.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


ORGANIZED LIVING: Wants to Hire Squire Sanders as Bankr. Counsel
----------------------------------------------------------------
Organized Living, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Ohio for permission to employ Squire, Sanders
& Dempsey L.L.P., as its general bankruptcy counsel.

Squire Sanders is expected to:

   a) advise the Debtor with respect to its powers and duties as a
      debtor-in-possession in the continued management and
      operation of its business and property;

   b) prepare on the Debtor's behalf all motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the Debtor's estate, and assist in the
      preparation of the Debtor's Schedules of Assets and
      Liabilities and Statement of Financial Affairs;

   c) advise the Debtor in connection with any post-petition
      financing and cash collateral arrangements and negotiate and
      draft documents related to the post-petition financing and
      cash collateral;

   d) advise the Debtor with any contemplated sale of assets,
      including the negotiation of asset and stock sales
      agreements, and in implementing appropriate procedures with
      respect to closing those sales transactions;

   e) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on its
      behalf, the defense of any actions commenced against the
      Debtor, and negotiations concerning all litigation in which
      the Debtor is involved;

   f) negotiate and prepare on the Debtor's behalf, a plan of
      reorganization, disclosure statement and all related
      agreements and documents to that plan and disclosure
      statement; and

   g) perform all other necessary legal services to the Debtor
      that is appropriate and necessary in its chapter 11 case.

Kristin E. Richner, Esq., a Member at Squire Sanders, is the lead
attorney for the Debtor.  Ms. Richner discloses that the Firm
received a $150,000 retainer.

Ms. Richner reports Squire Sanders's professionals bill:

    Designation            Hourly Rate
    ------------           -----------
    Partners               $280 - $675
    Associates/Counsel     $165 - $425
    Legal Assistants       $280 - $675

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

Headquartered in Westerville, Ohio, Organized Living, Inc., --
http://www.organizedliving.com/-- is an innovative retailer of
storage and organization products for the home and office with
stores throughout the U.S.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
When the Debtor filed for protection from its creditors, it
estimated assets and debts of $10 million to $50 million.


PEGASUS SATELLITE: Can Amend Spectrasite Master Site Pact
---------------------------------------------------------
Pegasus Satellite Communications, Inc., and its debtor-affiliates
sought and obtained authority from the U.S. Bankruptcy Court for
the District of Maine to:

    (i) enter into the First Amendment and the Replacement Site
        Agreements;

   (ii) assume the Master Site Agreement, as amended by the First
        Amendment; and

  (iii) settle Spectrasite's damage claim.

As reported in the Troubled Company Reporter on April 13, 2005,
Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, tells the United States Bankruptcy Court for the
District of Maine that the Broadcast Assets include the Debtors'
rights under a certain Master Site Agreement, dated as of July 17,
2000, with Spectrasite Broadcast Towers, Inc., and Pegasus
Broadcast Television, Inc.  The Master Site Agreement was executed
in connection with:

      (i) an Asset Purchase Agreement, dated as of April 18, 2000,
          by and among, inter alia, Spectrasite and PBT; and

     (ii) a Site Development and Build-to-Suit Agreement, dated as
          of July 17, 2000, by and between Spectrasite and PBT.

The Master Site Agreement set the general terms and conditions
under which PBT leases or subleases space on Spectrasite's antenna
towers to place, operate and maintain the Debtors' analog and
digital broadcast communications equipment for their broadcast
television business.  Pursuant to the Master Site Agreement,
Spectrasite and PBT have entered into 16 individual site
agreements for space on Spectrasite's various antenna towers.

                         Claims Dispute

Spectrasite asserted that the Debtors owe past rent for digital
antenna space available to the Debtors under the Asset Purchase
Agreement and the Existing Site Agreements.  The Debtors contend
that they do not and will not have an obligation to pay rent for
digital antenna space until they commence digital operations as
required by the FCC.

Under the Master Site Agreement, Spectrasite asserted that it is
entitled to reimbursement for costs of certain improvements that
may be necessary at tower sites where the Debtors lease space.
However, the Debtors do not believe that Spectrasite has incurred
any expenses that would be reimbursable under the Master Site
Agreement.

On October 12, 2004, Spectrasite filed a general, unsecured, non-
priority claim for $9,122,504 in respect of amounts owed by PBT
under the Asset Purchase Agreement and the Master Site Agreement.

                           Amendment

The parties agree to amend the Master Site Agreement to resolve
the claim.  Under the First Amendment, the Debtors will pay
$307,518 to Spectrasite and convey to Spectrasite all of their
interest in 10,333 warrants held by Pegasus Towers, Inc., a PBT
subsidiary, to purchase Spectrasite common stock to settle any
amounts owing under the Asset Purchase Agreement and Master Site
Agreement.  The Debtors estimate that the Warrants have a value of
$967,169.

Moreover, the Master Site Agreement will be amended to provide
that PBT may assign its entire interest in the Master Site
Agreement or in one or more Replacement Site Agreements without
the prior consent of Spectrasite, to Pegasus Communications
Corporation or an affiliate of PCC.

On the effectiveness of the First Amendment and payment of the
Settlement Amount, Spectrasite will withdraw with prejudice any
claims it has filed against the Debtors in their Chapter 11 cases.

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. Maine 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)


PRESTIGE BRANDS: Moody's Up Ratings, Citing Strong Performance
--------------------------------------------------------------
Moody's Investors Service has upgraded the senior implied and
senior subordinated notes ratings of Prestige Brands, Inc.,
following the debt repayment associated with the company's
completed initial public equity offering and the company's release
of strong fiscal 2005 operating results.  Moody's also upgraded
Prestige's speculative grade liquidity rating and affirmed ratings
on its first-lien senior secured credit facilities.  The rating
actions reflect the sizable leverage reduction and improved
liquidity that result from the partial usage of IPO proceeds to
repay debt.  Additional support for the rating action stems from
the $10M increase in revolver size, the resetting of covenants at
more comfortable cushions relative to expected credit metrics, and
reduced pricing on the bank credit facility.  The ratings actions
are in-line with the guidance provided in Moody's review action,
initiated in November 2004 and reiterated in January 2005.  The
ratings outlook is stable.

These ratings are affected by this action:

   * Senior implied, upgraded to B1 from B2;

   * $60 million senior secured revolving credit facility due
     4/6/09, affirmed at B1;

   * $370 million senior secured term loan facility due 4/6/11,
     affirmed at B1;

   * $100 million second lien senior secured term loan C facility
     due 10/6/11, withdrawn at B2;

   * $126 million 9.25% senior subordinated notes due 4/15/12,
     upgraded to B3 from Caa1;

   * Senior unsecured issuer rating, upgraded to B2 from B3.

The rating upgrades recognize Prestige's improved credit
protection measures and liquidity following its $515 million
initial public offering, whereby proceeds were used to repay
approximately $184 million in senior secured debt and subordinated
notes.  The company's strong fiscal 2005 operating results further
support the rating actions, with double-digit sales gains in its
OTC and Household segments modestly offset by declines in its
Personal Care product lines.  Overall Prestige grew year-over-year
sales by around 9% and adjusted EBITDA by 26%.

In addition to reduced debt levels and improved earnings, lower
interest expense associated with the debt repayment (around $10 to
12 million) further enhances Prestige's strong cash flow
generation.  Lastly, amendments to Prestige's senior secured
credit facility benefit the liquidity profile, with a $10 million
increase in revolver commitment, a relaxing of the cash flow sweep
requirement (only if leverage exceeds 4.25x at March 2006), and a
resetting of Prestige financial covenants to levels that provide
at least 15-20% EBITDA cushions.  Prior to the transactions,
Prestige's maximum leverage covenant was a material restraint to
the SGL rating, due to a modest 7% EBITDA cushion.

The B1 rating on the company's first lien senior secured
facilities has been affirmed, as these facilities did not directly
benefit from the repayment of junior debt classes, and now
represent the vast majority of the company's debt structure.  The
second-lien senior secured facility has been withdrawn due to its
repayment from IPO proceeds.

Prestige's new ratings and stable outlook continue to be supported
by:

   (1) its diverse portfolio of leading brands (in largely stable,
       recession-resistant categories),

   (2) its experienced management team, and

   (3) its scalable, low-cost operating platform.

In combination, these factors result in high margins, strong
predictable cash flows, and high brand equities, which support
Prestige's debt.

Notwithstanding its improved credit profile, Prestige's ratings
are restrained by its limited scale, still large funded debt
levels, heavy competition and brand support needs for many product
lines, and integration risk associated with its acquisition-based
strategy.

Although Prestige's strong cash flow capability (at double-digit
percentages of funded debt) suggests the potential for further
improvement to its credit profile, Moody's believes that Prestige
will use its financial flexibility to engage in additional debt-
financed acquisitions and/or to support its sales and market
shares in certain circumstances.  As such, Moody's does not expect
further rating upgrades in the absence of sustained debt-to-EBITDA
levels below 4.0x.  However, given Prestige's strong credit
metrics and moderate risk profile, Moody's anticipates limited
downward rating pressures over the coming year-to-eighteen months.
Such action would be prompted by a return to leverage levels over
6.0x due to high-priced, debt-financed acquisitions or an erosion
in the company's competitive position in important categories.

Prestige Brands, Inc., headquartered in Irvington, New York, is a
provider of branded consumer products in the OTC, Household and
Personal Care segments, with brands including Compound W,
Chloraseptic, Comet, and Spic and Span.  The company was formed by
GTCR Golder Rauner to acquire Medtech Holdings, Inc., The Denorex
Company, the Spic and Span Company, and Bonita Bay Holdings from
February to April 2004.  The company acquired the Little Remedies
brand through its acquisition of Vetco, Inc., in October 2004.
Net sales for the fiscal year ended March 2005 were $303 million.


RECOTON CORPORATION: Court Confirms Joint Plan of Liquidation
-------------------------------------------------------------
The Honorable Allan Gropper of the U.S. Bankruptcy Court for the
Southern District of New York confirmed the Joint Liquidating Plan
of Recoton Corporation and its debtor-affiliates on May 6, 2005.

Judge Gropper determined that the plan meets the 13 standards for
confirmation stated in 11 U.S.C. Sec. 1129:

     (1) the Plan complies with the Bankruptcy Code;

     (2) the Debtors have complied with the Bankruptcy Code;

     (3) the Plan was proposed in good faith;

     (4) all plan-related cost and expense payments are
         reasonable;

     (5) the Plan identifies the individuals who will serve as
         officers and directors post-emergence;

     (6) all regulatory approvals that are necessary have been
         obtained or are respected;

     (7) creditors receive more under the plan than they would
         in a chapter 7 liquidation;

     (8) all impaired creditors have voted to accept the Plan,
         or, if they voted to reject, then the plan complies
         with the absolute priority rule;

     (9) the Plan provides for full payment of Priority Claims;

    (10) at least one non-insider impaired class voted to
         accept the Plan;

    (11) the Plan is feasible and confirmation is unlikely to
         be followed by a liquidation or need for further
         financial reorganization;

    (12) all amounts owed to the Clerk and the U.S. Trustee
         will be paid; and

    (13) the Plan provides for the continuation of all retiree
         benefits in compliance with 11 U.S.C. Sec. 1114.

                      About the Plan

The Plan provides for the substantive consolidation of the
Debtors' assets and liabilities for distribution purposes.

A Liquidating Trust will be established to facilitate distribution
to creditors.  The Trust will also conduct a fair market valuation
on the Debtors' assets within 90 days from the Effective Date.

The company's senior secured lenders, holders of other secured
claims, and holders of priority claims are unimpaired.  Impaired
classes consist of:

       (1) junior lender claims;
       (2) general unsecured claims; and
       (3) sub-debt claims.

Intercompany claims, subordinated claims and equity interests will
be cancelled on the Effective Date.

The Junior Lenders, owed $19,750,000, will receive on the
Effective Date ratable shares of the:

       (1) Series B Beneficial Interests for allowed secured
           claims;

       (2) Series D Beneficial Interests for contingent claims;
           and

       (3) Series G Beneficial Interests for residual claims.

General Unsecured creditors, owed $60 million, will receive on the
Effective Date, pro rata shares of the Series A Beneficial
Interests and Series E Beneficial Interests.

Sub-debt claim holders, owed $41,626,651, will receive pro rata
shares of the Series F Beneficial Interests.

A full-text copy of the Plan is available for a fee at:

   http://www.researcharchives.com/bin/download?id=050511022719

Recoton Corporation is a global leader in the development and
marketing of consumer electronic accessories, audio products and
gaming products.  The Company, along with its affiliates, filed
for chapter 11 protection (Bankr. S.D.N.Y. Case No. 03-12180) on
April 8, 2003.  Kristopher M. Hansen, Esq. and Lawrence M.
Handelsman, Esq., of Stroock & Stroock & Lavan assist the debtors
in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $234,649,054 in assets
and $234,605,283 in debts.


REFOCUS GROUP: Asks Shareholders to Okay Privatization Deal
-----------------------------------------------------------
Refocus Group, Inc.'s (OTC: RFCG.OB) board of directors
unanimously adopted a resolution to seek stockholder approval to
amend the company's Certificate of Incorporation, as amended, to
effect a going private transaction involving a 1-for-2,000 reverse
stock split of the outstanding shares of the company's common
stock to be followed immediately by a forward 2,000-for-1 split,
with stockholders holding less than one full share following the
reverse stock split receiving a cash payment for the value of such
fractional share.  If the transactions are approved and completed,
Refocus expects to have fewer than 300 stockholders of record,
permitting Refocus to terminate registration of its common stock
with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, and to suspend its duty to file
reports with the Securities and Exchange Commission.  The company
intends to file for termination of such registration and
suspension of such reporting requirements as soon as practicable
following approval and completion of the split transactions.  Once
the company makes this filing, its common stock will no longer be
eligible for quotation on the OTC Bulletin Board.

Refocus Group's board of directors believes deregistration would
eliminate growing expenses and commitments associated with being a
public company.  Deregistration would also allow Refocus'
management to concentrate additional attention on operations and
financial management, which would further enhance the company's
financial performance and stockholder value.

As discussed, if Refocus stockholders approve the proposal,
stockholders holding less than one full share following the
reverse stock split will receive a cash payment for the value of
such fractional share.  As a result, stockholders who hold fewer
than 2,000 shares of Refocus common stock immediately before the
split transactions will receive a cash payment equal to $0.35 per
pre-split share.  Stockholders holding 2,000 or more shares of
Refocus common stock immediately before the split transactions
will not be entitled to receive a cash payment and will continue
to hold the same number of shares after completion of the reverse
and forward split transactions.

Refocus Group's board of directors has received a fairness opinion
from its financial advisor, Hill Schwarz Spilker Keller LLC, that
the cash consideration to be paid as a result of the proposed
reverse split transaction is fair, from a financial point of view,
to Refocus' stockholders holding less than one full share
subsequent to the reverse split.  The proposed split transactions
are subject to approval by the holders of a majority of the voting
shares. Stockholders will be asked to approve the split
transactions by a written consent solicitation to be conducted
later this year.  As reported on March 1, 2005, Medcare Investment
Fund III, Ltd. of San Antonio, Texas, purchased 280,000 shares of
the company's newly authorized Series A-1 Convertible Preferred
Stock.  The holders of Series A Convertible Preferred Stock are
entitled to vote on all matters required or permitted to be voted
upon by the holders of the common stock of the company on an "as
converted" basis.  As a result, Medcare is the beneficial owner of
greater than 50 percent of the outstanding voting stock of the
company.  Medcare has indicated that it intends to vote in favor
of the proposed split transactions, but has not made any formal
commitment to do so.

Refocus intends to file a preliminary consent solicitation
statement and Schedule 13E-3 with the Securities and Exchange
Commission outlining the transaction.  All stockholders are
advised to read the definitive consent solicitation statement and
Schedule 13E-3 carefully when the documents are available.  Upon
filing, stockholders may obtain a free copy of the consent
solicitation statement and Schedule 13E-3 at the SEC's Web site at
http://www.sec.gov/Refocus will also mail a copy of the
definitive consent solicitation to its stockholders entitled to
vote on this matter. For more information on "going private" in
general, refer to http://www.sec.gov/answers/gopriv.htm

                        About the Company

Refocus Group (OTC: RFCG.OB) -- http://www.refocus-group.com/--  
is a Dallas-based medical device company engaged in the research
and development of treatments for eye disorders.  Refocus holds
over 90 domestic and international pending applications and issued
patents, the vast majority directed to methods, devices and
systems for the treatment of presbyopia, ocular hypertension and
primary open-angle glaucoma.  The company's most mature device is
its patented scleral implant and related automated scleral
incision handpiece and system, used in the Scleral Spacing
Procedure for the surgical treatment of presbyopia, primary open-
angle glaucoma and ocular hypertension in the human eye.

At Dec. 31, 2004, Refocus Group's balance sheet showed a
$2,253,161 stockholders' deficit, compared to $1,150,451 in
positive equity at Dec. 31, 2003.


ROCK OF AGES: Asking Secured Lenders to Waive Covenant Default
--------------------------------------------------------------
Rock of Ages Corporation (NASDAQ:ROAC) reported its financial
results for the first quarter of 2005.  The Company disclosed that
it was in violation of the Cash Flow to Debt Service covenant on
its credit facility as modified in the first quarter of 2005.  The
Company is in the process of obtaining a waiver from its lenders
for the first quarter violation and expects to obtain that waiver
prior to the filing of its Form 10-Q.  The Company and its lenders
have not modified any of the required covenants for the balance of
2005 but the Company believes it is probable that it will either
be in compliance with those covenants or will be able to cure any
default under those covenants for the balance 2005.

Rock of Ages Corporation, Rock of Ages Kentucky Cemeteries, LLC,
Carolina Quarries, Inc., Autumn Rose Quarries, Inc., Pennsylvania
Granite Corp., Keith Monument Company LLC, Rock of Ages Memorials
Inc. and Sioux Falls Monument Co., are parties to a Financing
Agreement, dated as of December 17, 1997, as amended, with THE CIT
GROUP/BUSINESS CREDIT, INC., and CHITTENDEN BANK.  That facility
consists of an acquisition term loan line of credit of up to $30.0
million and a revolving credit facility of up to another $20.0
million based on eligible accounts receivable, inventory and
certain fixed assets.  The Facility expires in October 2007.

"Because winter snows and freezing temperatures affect virtually
every aspect of our business, the first quarter historically is
the seasonally weakest quarter of the year for Rock of Ages.  As
we last experienced in 2003, heavy snow and rain in March
exacerbated this seasonal pattern again this year by delaying by
several weeks the return to normal market conditions.  This had an
especially dramatic impact on our quarrying operations, although
manufacturing and retailing also were affected to a lesser
extent," said Chairman and CEO Kurt Swenson.

"The company's first quarter results also reflected planned
increases in personnel, sales and marketing and other expenses
associated with the implementation of our strategy to grow our
Memorials division, which includes our retail and manufacturing
segments.  Our staffing program is now nearly complete.  Rick
Wrabel, President of the Memorials division, has assembled an
outstanding team of industry veterans and professionals from
outside our industry with extensive experience in building retail
businesses.  We believe our team has the right mix of skills and
experience successfully to implement our aggressive growth plan.

"We are making significant strides in our Outreach program, which
is designed to expand our retail distribution capability by
establishing mutually beneficial relationships with funeral homes
and cemeteries that complement our owned and authorized store
network.  Our new branding and marketing programs have been well-
received by our retailers, who also are enthusiastic about our
plans to expand the range of products we offer as we roll out our
'total memorialization' concept in the months to come.  We plan to
support our expanding retail capabilities with a print advertising
program in leading media that will be launched in the second half
of this year.  We are confident that these and other investments
we are making will deliver growth in our Memorials division
beginning later this year and accelerating in 2006 and beyond,"
Swenson added.

                     First Quarter Results

For the three months ended March 31, 2005, revenue decreased to
$10,471,000 from $12,162,000 for the first quarter of 2004.  For
the first quarter of 2003, revenue was $9,572,000.  The net loss
for the first quarter of 2005 was $6,954,000.  This compares to a
net loss of $3,424,000, for the first quarter of 2004, and a net
loss of $4,881,000, for the first quarter of 2003.

At March 31, 2005, cash and equivalents amounted to $2,555,000,
and shareholders' equity was $52,932,000.

                        About the Company

Rock of Ages -- http://www.RockofAges.com/-- is the largest
integrated granite quarrier, manufacturer and retailer of finished
granite memorials and granite blocks for memorial use in North
America.


RUSSEL METALS: Selling Lachine Facility for $5.7 Million
--------------------------------------------------------
Russel Metals Inc. (TSX:RUS) sold its previously closed Lachine,
Quebec distribution center.  The Lachine facility was made
redundant as a result of the acquisition of Acier Leroux. The sale
generated $5.7 million in cash and will result in a one-time gain
on the sale of $2.8 million, which will be recorded as part of the
restructuring charges in the second quarter.  The sale of Armabec,
a small rebar operation in Quebec, will close later in May,
generating a further $1.5 million in cash and no gain or loss on
sale.

These sales and the sale of Delta Joists in the previous quarter
are the last major asset disposals associated with the acquisition
of Acier Leroux.

Russel Metals is one of the largest metals distribution companies
in North America.  It carries on business in three distribution
segments: metals service centers, energy tubular products and
steel distributors, under various names including Russel Metals,
A.J. Forsyth, Acier Leroux, Acier Loubier, Acier Richler, Arrow
Steel Processors, B&T Steel, Baldwin International, Comco Pipe and
Supply, Fedmet Tubulars, Leroux Steel, McCabe Steel, Megantic
Metal, Metaux Russel, Milspec Industries, Pioneer Pipe, Russel
Leroux, Russel Metals Williams Bahcall, Spartan Steel Products,
Sunbelt Group, Triumph Tubular & Supply, Vantage Laser, Wirth
Steel and York-Ennis.

                         *     *     *

As reported in the Troubled Company Reporter on February 9, 2004,
Standard & Poor's Ratings Services raised its ratings on Russel
Metals, Inc., including the long-term corporate credit rating,
which was raised to 'BB' from 'BB-'.  At the same time, Standard &
Poor's assigned its 'BB-' rating to Russel Metals' US$175 million
notes.  The rating on the notes is one notch lower than the
long-term corporate credit rating, reflecting the significant
amount of priority debt, including secured bank lines and
subsidiary obligations, which would rank ahead of the notes in the
event of default.  S&P says the outlook is stable.


SARGENT ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sargent Electric Company
        28th and Liberty Avenue
        P.O. Box 30
        Pittsburgh, Pennsylvania 15230

Bankruptcy Case No.: 05-26052

Type of Business: The Debtor is an electrical contractor.
                  See http://www.sargent.com/
                  Frederic B. Sargent, an affiliate of Sargent
                  Electric Company, filed for chapter 11
                  protection on Jan. 12, 2004, and his case is
                  pending before the Honorable M. Bruce McCullough
                  (Bankr. W.D. Pa. Case No. 04-20387).

Chapter 11 Petition Date: May 10, 2005

Court: Western District of Pennsylvania (Pittsburgh)

Judge: M. Bruce McCullough

Debtor's Counsel: Douglas Anthony Campbell, Esq.
                  Campbell & Levine, LLC
                  1700 Grant Building
                  Pittsburgh, Pennsylvania 15219
                  Tel: (412) 261-0310
                  Fax: (412) 261-5066

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Great American                Trade debt              $3,500,000
Attn: Ed Dudley
681 Andersen Drive
Pittsburgh, PA 15220

GE Capital                    Trade debt                $304,398
Attn: Jennifer Monterroso
201 West Big Beaver Road,
Suite 1400
Troy, MI 48084

ZurichAmerican Insurance      Trade debt                $291,111
135 South LaSalle
Chicago, IL 60674

GE Supply                     Trade debt                $187,410
Attn: Maureen Warner
400 Technology Center,
Suite R
Smyrna, GA 30082

White Electrical              Trade debt                $179,571
Construction
1730 Atahoochee Avenue
Atlanta, GA 30318

Valley Electric Supply        Trade debt                $148,576
Company
Attn: Linda Clinkenbean
1361 North State Road 67
P.O. Box 724
Vincennes, IN 47591

Southlake Electric Supply     Trade debt                $144,805
Attn: Bob Grady
2030 Route 41
P.O. Box 130
Schererville, IN 46375

American Express              Trade debt                $129,927
P.O. Box 650448
Dallas, TX 752650448

Advance Electrical Supply     Trade debt                $119,467
Attn: Cassandra Vanempel
2050 South Lake Street
Mundelein, IL 60060

Daniell-Sapp-Boorn Assoc.     Trade debt                $116,848
Attn: Walter Sapp
960 Penn Avenue, Suite 1100
Pittsburgh, PA 15222

GE Capital Fleet Services     Trade debt                $103,206
Attn: Keith Berquist,
Bankr/Litigation Mgr.
3 Capital Drive
Eden Prairie, MN 55344

High Voltage Maintenance      Trade debt                 $92,280
P.O. Box 73974
Chicago, IL 60673

Portgage Electric Supply      Trade debt                 $79,319
Company
Attn: Larry Campbell
6487 Melton Road
Portage, IN 46368

Graybar Electric              Trade debt                 $75,844
Attn: Todd Campbell
900 Ridge Avenue
Pittsburgh, PA 15212

Calumet Electric Supply       Trade debt                 $69,882
Company
Attn: Beth Thompson
456 East Chicago Avenue
P.O. Box 540
East Chicago, IN 46312

Macallister                   Trade debt                 $65,147
Attn: Michele Shetterly
7515 East 30th Street
Indianapolis, IN 46206

Simplex Grinnell LP           Trade debt                 $61,600
Attn: Wendy Donnelly
230 Executive Drive
Cranberry, PA 15086

Tyco Thermal Controls         Trade debt                 $54,547
Attn: Kevin Gratkowski,
General Manager
2505 West Zinny Drive
Posen, IL 60469

Anixter, Inc.                 Trade debt                 $52,225
Attn: Lori Crump
1601 Waters' Ridge Road
Lewisville, TX 75057

Scott Electric Company        Trade debt                 $51,493
Attn: Steve Thomas
P.O. Box S
1000 South Main Street
Greensburg, PA 156010899


SALEM COMMS: Earns $2.4 Million of Net Income in First Quarter
--------------------------------------------------------------
Salem Communications Corporation (Nasdaq:SALM), the leading radio
broadcaster focused on Christian and family-themed programming,
reported results for the first quarter ended March 31, 2005.

Commenting on these results, Edward G. Atsinger III, President and
CEO, said, "Our first quarter performance, which significantly
exceeded that of the overall radio industry, was driven by revenue
growth of 25.5% from our national advertising business as well as
15.7% same station revenue growth at our Contemporary Christian
Music radio stations. We also were able to leverage our 11.0% same
station revenue growth into 17.5% same station operating income
growth."

Mr. Atsinger continued, "We are well positioned to drive returns
for our shareholders over the long-term as we develop to maturity
the significant number of radio stations we have that are in a
start-up or early development stage. This is our most significant
growth opportunity and we intend to fully exploit it by continuing
the development of our Contemporary Christian Music and News Talk
stations."

                  First Quarter 2005 Results

For the quarter ended March 31, 2005, net broadcasting revenue
increased 10.8% to $47.8 million from $43.2 million for the same
period a year ago. The company reported operating income of $9.0
million for the quarter, compared with operating income of $7.8
million for the same period last year.  The company reported net
income of $2.4 million for the quarter compared to net income of
$1.2 million for the same period last year.

Station operating income, SOI, increased 10.8% to $17.3 million
for the first quarter of 2005 from $15.6 million for the
corresponding period last year. SOI margin was 36.2% in both the
first quarter of 2005 and the first quarter of 2004.

On a same station basis, net broadcasting revenue increased 11.0%
to $41.2 million and SOI increased 17.5% to $16.2 million for the
first quarter of 2005 compared to the first quarter of 2004. Same
station results have been favorably impacted by revenue and SOI
growth from our national advertising business as well as from our
Contemporary Christian Music, CCM, radio stations.

EBITDA increased 13.9% to $12.3 million for the first quarter of
2005 compared to $10.8 million for the first quarter of 2004.
EBITDA for the first quarter of 2004 includes $0.2 million of loss
on disposal of assets. Excluding this item, Adjusted EBITDA
increased 11.4% for the first quarter of 2005 compared to the
first quarter of 2004.

Per share numbers were calculated based on 26,022,654 weighted
average diluted shares for the quarter ended March 31, 2005, and
23,678,124 weighted average diluted shares for the comparable 2004
period.

                         Balance Sheet

As of March 31, 2005, the company had net debt of $295.7 million
and was in compliance with all of its covenants under its credit
facilities and bond indentures. Salem's bank leverage ratio was
4.7 as of March 31, 2005 versus a compliance covenant of 6.75.
Salem's bond leverage ratio was 5.4 as of March 31, 2005 versus a
compliance covenant of 7.0.

                         Acquisitions

Since December 31, 2004, Salem has disclosed these acquisitions:

   -- KCRO (660 AM) in Omaha, Neb. (Omaha-Council Bluffs, Neb.-
      Iowa market) for $3.1 million (now operated by Salem under a
      local marketing agreement);

   -- WGUL (860 AM) in Dunedin, Fla. (Tampa-St. Petersburg-
      Clearwater market), and WLSS (930 AM) in Sarasota, Fla.
      (Sarasota-Bradenton market), for $9.5 million; and

   -- KHLP (1420 AM) in Omaha, Neb. (Omaha-Council Bluffs market),
      for $0.9 million.

Since December 31, 2004, Salem has completed these acquisitions:

   -- KAST (92.9 FM) in Astoria, Ore. (Portland market), for
      $8 million;

   -- WKAT (1360 AM) in Miami, Fla. (Miami-Ft. Lauderdale-
      Hollywood market), for $10.0 million;

   -- KGBI (100.7 FM) in Omaha, Neb. (Omaha-Council Bluffs,
      market), for $10.0 million ($8.0 million cash and $2.0
      million promotional consideration);

   -- WHK (previously WRMR) (1420 AM), in Cleveland, Ohio
      (Cleveland market), for $10.0 million; and

   -- Christianity.com, an online provider of compelling Christian
      content and a wide range of ministry resources, for $3.4
      million.

Since December 31, 2004, Salem has completed these acquisitions
via exchange:

   -- WIND (560 AM) in Chicago, Ill., (Chicago market), KKHT
      (100.7 FM), in Winnie, Texas (Houston-Galveston market), and
      KNIT (1480 AM), in Dallas, Texas (Dallas-Ft. Worth market)
      (part of an exchange with Univision); and

   -- KGMZ (107.9 FM) in Honolulu, Hawaii (Honolulu market) (part
      of an exchange with Cox).

The acquisition via exchange of KSFS (94.3 FM) in Sacramento,
Calif., (Sacramento market), which is part of an exchange with
Univision, is pending and is expected to be completed in the
second quarter of 2005.

                          Divestitures

Since December 31, 2004, Salem has announced the divestiture of:

   -- WCCD (1000 AM) in Parma, Ohio (Cleveland market) for
      $2.1 million.

Since December 31, 2004, Salem has completed the divestitures via
exchange of:

   -- WZFS (106.7 FM) in Des Plaines, Ill. (Chicago market) (part
      of an exchange with Univision); and

   -- KHNR (650 AM) and KJPN (940 AM) in Honolulu, Hawaii
      (Honolulu market) (part of an exchange with Cox).

The divestiture via exchange of KSFB (100.7 FM) in San Rafael,
Calif., (San Francisco market), which is part of an exchange with
Univision, is pending and is expected to be completed in the
second quarter of 2005.

                     Second Quarter 2005 Outlook

For the second quarter of 2005, Salem is projecting net
broadcasting revenue between $50.9 million and $51.4 million.  Net
income for the second quarter of 2005 is projected to be between
$0.11 per diluted share and $0.13 per diluted share.  Salem is
projecting SOI between $18.5 million and $19.0 million for the
second quarter of 2005.

Second quarter 2005 outlook reflects:

   -- Start up costs associated with recently acquired stations in
      the Atlanta, Chicago, Cleveland, Dallas, Detroit, Honolulu,
      Houston, Sacramento, Miami, Omaha and Tampa markets.

   -- Costs associated with the introduction of News Talk
      programming on our stations in Baltimore, Dallas,
      Philadelphia, San Antonio and San Francisco;

   -- The exchange of WPPN (106.7 FM) in Des Plaines, Ill.
      (Chicago market), and KVVZ (100.7 FM) in San Rafael, Calif.
      (San Francisco market) to Univision Communications for WIND
      (560 AM) in Chicago, Ill. (Chicago market), KKHT (100.7 FM)
      in Winnie, Texas (Houston-Galveston market); KSFS (94.3 FM)
      in Jackson, Calif. (Sacramento market), and KNIT (1480 AM)
      in Dallas, Texas (Dallas-Ft. Worth market);

   -- Continued growth from Salem's underdeveloped radio stations,
      particularly our News Talk and CCM stations;

   -- Reduced inventory loads at KLTY (94.9 FM), our CCM radio
      station in Dallas;

   -- Second quarter 2005 net broadcasting revenue growth in the
      mid to high single digits and same station net broadcasting
      revenue growth in the mid single digits; and

   -- Second quarter 2005 SOI approximately even with second
      quarter 2004 SOI, due to the impact of start-up costs
      associated with recently acquired stations, and same station
      SOI growth in the mid to high single digits.

                     Full Year 2005 Outlook

Additionally, for 2005 as a whole, the company expects corporate
expenses of approximately $20.0 million. This includes costs
associated with the implementation of the requirements of Section
404 of the Sarbanes-Oxley Act of 2002 of approximately $0.8
million and increased litigation related costs of approximately
$0.7 million. Salem also expects acquisition related and income
producing capital expenditures of approximately $7.5 million and
maintenance capital expenditures of approximately $5.5 million.
Acquisition related and income producing capital expenditures
include the upgrades of our radio station signals at WYLL (1160
AM) in Chicago, Ill. (Chicago market), and WFSH (104.7 FM) in
Athens, Ga. (Atlanta market), as well as studio construction costs
in Honolulu, Hawaii that will allow the company to eliminate
office rent expense in that market.

                        Stock Repurchases

In November, 2004, the company reported that its board of
directors authorized a stock repurchase program for up to $25
million of company stock, which could occur through open-market or
privately negotiated transactions. This authority was given
subject to the company remaining in compliance with its credit
facilities and bond indentures, which contain limitations on the
company's ability to enter into such transactions. Currently,
these limitations may prevent us from repurchasing more that $5
million of company stock. To date, no stock repurchases have been
made. In making any repurchases, the company intends to be
opportunistic and will evaluate potential repurchases based on the
market's valuation of the company stock, available acquisition
opportunities, indebtedness and other factors.

Salem Communications Corporation (Nasdaq: SALM) --
http://www.salem.cc/-- headquartered in Camarillo, is the leading
U.S. radio broadcaster focused on Christian and family-themed
programming.  Upon the close of all announced transactions, the
company will own 105 radio stations, including 67 stations in 24
of the top 25 markets. In addition to its radio properties, Salem
owns Salem Radio Network(R), which syndicates talk, news and music
programming to approximately 1,900 affiliates; Salem Radio
Representatives(TM), a national radio advertising sales force;
Salem Web Network(TM), a leading Internet provider of Christian
content and online streaming; and Salem Publishing(TM), a leading
publisher of Christian-themed magazines.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2004,
Moody's Investors Service upgraded the long-term debt ratings for
Salem Communications Holding Corporation.  The upgrades are driven
mostly by improvements at development-stage stations, better than
expected financial performance in 2004, the company's willingness
to issue equity to reduce total debt and the subsequent balance
sheet de-leveraging.  Moody's said the outlook is stable.


SAXON ASSET: S&P Rating on Class BF-1 Trust Tumbles to D
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
BF-1 fixed collateral issued by Saxon Asset Securities Trust 2000-
2 to 'D' from 'CCC'.  Concurrently, ratings on three other classes
from the same transaction are affirmed.

The rating on class BF-1 was lowered as a result of the $93,788
principal write-down realized by the class during the April 2005
remittance period.  Originally rated 'BBB', the class is supported
by excess spread, overcollateralization, and subordination of the
BF-2 class.  Losses have continued to exceed excess interest,
thereby depleting overcollateralization and exhausting the
remaining principal balance of the BF-2 subordinate class in the
April 2005 distribution.  Net losses as a percentage of excess
interest cash flow remained greater than 100% for most of the past
12 months and were as high as 970% and 381% in March 2005 and
April 2005, respectively.

As of the April 2005 distribution date, cumulative realized losses
were 5.59% of the original pool balance, while total delinquencies
were 27.04%.  Serious delinquencies (90-plus days, foreclosure,
and REO) were 22.80%.  While the mortgage pool has paid down to
approximately 13.73% of its original balance, substantial losses
have contributed to the complete erosion of the
overcollateralization to 0.00% of the original pool balance,
compared with its original target of 1.25% and current target of
0.50%.  As of the April 2005 distribution date, the transaction
had realized net losses averaging approximately $338,470 per month
and excess interest cash flows of $66,227 per month during the
most recent 12 months.

Although collateral performance for the three remaining classes in
the fixed-rate loan group is worse than Standard & Poor's original
expectations, the ratings are affirmed to reflect adequate credit
support provided by subordination and, to a lesser extent, excess
spread and overcollateralization.

Given the current delinquency status and pattern of losses, along
with minimal excess cash flow amounts, collateral performance is
likely to continue to result in losses that will further exhaust
credit support to the transaction.  The transaction will continue
to be monitored closely, and the ratings will be adjusted
accordingly.

The collateral consists of 30-year, fixed-rate, first-lien
subprime mortgage loans secured by one- to four-family residential
properties.

                            Rating Lowered
                   Saxon Asset Securities Trust 2000-2

                                    Rating
                                    ------
                        Class     To      From
                        -----     --      ----
                        BF-1      D       CCC

                            Ratings Affirmed
                   Saxon Asset Securities Trust 2000-2

                           Class     Rating
                           -----     ------
                           AF-6      AAA
                           MF-1      AA
                           MF-2      A


SOLECTRON CORP: Names M. Busselen as VP for Corp. Communications
----------------------------------------------------------------
Solectron Corporation (NYSE:SLR) reported the appointment of
Michael Busselen as the new vice president of Corporate
Communications and Public Relations.  As a member of the global
management team, Mr. Busselen will be charged with helping
communicate the company's key value proposition and
differentiation, while ensuring consistent dialogue with global
internal and external stakeholders.

Mr. Busselen joins Solectron from Fleishman-Hillard, a global
public relations firm where he worked for 10 years, most recently
as a senior partner and general manager of the San Diego office.
In this role Busselen served as senior counselor for all of the
office's clients, acted as a senior advisor for a number of the
agency's largest accounts, and was responsible for leading the
firm's global technology practice.

"Michael brings a tremendous depth and breadth of communications
and marketing experience to Solectron," said Craig London,
executive vice president, Marketing, Strategy, Global Services,
Mergers and Acquisitions.  "This company has a terrific story to
tell, and as chief communications strategist Michael will play a
key role in ensuring our success."

Prior to his position with Fleishman-Hillard, Mr. Busselen spent
nearly five years at Cadence Design Systems, where he was
responsible for public relations, public affairs, internal
communications and community relations.  In total, Mr. Busselen
brings more than 17 years of experience in all aspects of
corporate communications, including managing internal and external
communications, and developing positioning strategies for
companies in a diverse array of industries.

Solectron Corporation -- http://www.solectron.com/-- provides a
full range of worldwide manufacturing and integrated supply chain
services to the world's premier high-tech electronics companies.
Solectron's offerings include new-product design and introduction
services, materials management, product manufacturing, and product
warranty and end-of-life support.  The company is based in
Milpitas, California, and had sales from continuing operations of
$11.64 billion in fiscal 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2005,
Fitch Ratings affirmed Solectron Corporation's debt ratings:

   -- 'BB-' senior unsecured debt;
   -- 'BB+' senior secured bank credit facility;
   -- 'B' subordinated debt.

Fitch says the Rating Outlook is Stable.  Approximately
$1.2 billion of debt is affected by Fitch's action.


TERESA ELLIS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Teresa A. Ellis
        c/o Teresa Nelson
        6711 36th Avenue Southwest
        Seattle, Washington 98126

Bankruptcy Case No.: 05-16097

Chapter 11 Petition Date: May 10, 2005

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Aimee S. Willig, Esq.
                  Bush Strout & Kornfeld
                  601 Union Street, Suite 5500
                  Seattle, Washington 98101-2373
                  Tel: (206) 292-2110
                  Fax: (206) 292-2104

Total Assets: $1,509,800

Total Debts:    $175,355

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


THISTLE MINING: Court Approves Plan of Compromise & Reorganization
------------------------------------------------------------------
The Ontario Superior Court of Justice sanctioned Thistle Mining
Inc.'s plan of compromise and reorganization on May 10, 2005.  The
Company filed its CCAA Plan on March 24, 2005.

Majority of the Company's two affected creditors approved the plan
on May 3, 2005.

At this time, it is anticipated that Thistle will emerge from its
restructuring process in late May or early June 2005.

Thistle Mining (TSX: THT and AIM: TMG) --
http://www.thistlemining.com/-- says its goal is to become one of
the fastest gold mining growth operations in the world.  Thistle
has focused on acquiring companies with established reserves and
will not be developing green field sites.  The company operations
in South Africa and Kazakhstan are in production, while the
Masbate project in the Philippines is forecast to commence
production in the latter half of 2005.

The Company obtained an order on January 7, 2005, to commence
Thistle's restructuring under the Companies' Creditors Arrangement
Act.


TNP ENTERPRISES: PNM Resources Buy-Out Spurs Moody's to Up Ratings
------------------------------------------------------------------
Moody's Investors Service upgraded the debt ratings of TNP
Enterprises, Inc. (TNP, senior unsecured to Ba2 from B1) and its
principal operating utility subsidiary, Texas-New Mexico Power
Company (TNMP, senior unsecured Baa3 from Ba2).  The rating
outlook for both TNP and TNMP is stable.

The upgrades reflect the anticipated acquisition of TNP by larger
and more conservatively financed PNM Resources (PNM, Baa3 senior
unsecured / stable outlook), as well as an improving trend in
TNP's financial profile and regulatory situation.

The stable ratings outlook reflects Moody's belief that the
pending acquisition of TNP by PNM is imminent, as the companies
await a final recommendation from the New Mexico examiner and
final approval from the New Mexico Public Service Commission.  As
part of the acquisition financing plan, PNM is expected to retire
TNP's term loan facility shortly after the closing of the
transaction, and call or otherwise redeem TNP's subordinated notes
and preferred stock.  Consequently, we expect the ratings for
these securities to be withdrawn at the time of the redemption.
For the latest twelve months ended March 2005, TNP generated
approximately $130 million EBITDA (excluding carrying charges) and
$90 million funds from operations (FFO), resulting in an
approximately 11% FFO to total debt and 3x FFO interest coverage
ratio, and had approximately $150 million of cash on hand.

For the latest twelve months ended March 2005, TNMP generated an
approximately 20% FFO to total debt and 4x FFO interest coverage
ratio, and reported an approximately 70% total debt to total
capitalization.  Over the intermediate to longer-term, we expect
TNMP to generate FFO to total debt in the low teen's and FFO to
interest of approximately 3x.  Moody's notes the recently issued
revised True-up order by the Public Utility Commission of Texas --
PUCT, which should result in an approximately $135 million
recoverable True-up balance by year-end 2005.  The revised True-up
determination will not become final until a 45-day period for a
"motion for rehearing" expires.  Once final, TNMP will have 60
days to file an application to collect competitive transition
charges related to the True-up balance, which we refer to as the
CTC application.  Moody's expects the CTC application to be
resolved by year-end, which will then allow TNMP to commence
collecting cash from its customers on the regulatory asset,
thereby improving the intermediate term financial profile of the
utility, somewhat offset by rate reductions in both Texas and New
Mexico which were agreed to as part of the merger approval
process.

The stable rating outlook for TNMP reflects its improved financial
profile.  A further rating upgrade could result if TNMP
demonstrates the sustainable ability to generate stronger funds
from operations, such as a ratio of FFO to adjusted debt in the
high teen's and FFO to interest of over 4x.  A downgrade could
result if adverse legal or regulatory decisions develop in the
2004 True-up proceeding, or if FFO to total debt deteriorated
towards the 10% level.

Ratings upgraded include:

   -- TNP Enterprises, Inc.

      * $110 million term loan facility to Ba2 from B1
      * $275 million 10.25% subordinated notes to Ba3 from B2
      * $200 million preferred stock to B1 from B3

   -- Texas New Mexico Power Company

      * Issuer Rating to Baa3 from Ba2
      * $250 million 6.125% global notes to Baa3 from Ba2
      * $175 million 6.25% notes to Baa3 from Ba2

TNP Enterprises is headquartered in Fort Worth, Texas.  PNM
Resources is headquartered in Albuquerque, New Mexico.


TRUMP HOTELS: Plan of Reorganization to Take Effect by May 20
-------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., and its debtor-affiliates'
(OTCBB: DJTCQ.OB) plan of reorganization will become effective on
or about May 20, 2005, marking the Company's formal emergence from
the reorganization proceedings voluntarily commenced on Nov. 21,
2004.

The Company will request approval from the U.S. Bankruptcy Court
for the District of New Jersey to use the Plan's effective date
(and not March 28, 2005) as the record date for making
distributions under the Plan.  The Committees representing holders
of the Company's securities that participated in the formulation
and approval of the Plan support the Debtors' request.

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.


TRUMP HOTELS: Posts $45.4 Million Net Loss for First Quarter 2005
-----------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc. (OTCBB:DJTCQ.OB) reported
consolidated net revenues for the quarter ended March 31, 2005 of
$267.2 million, compared to $273.9 million for the quarter ended
March 31, 2004.  Consolidated income from operations for the
quarter ended March 31, 2005 was $14.4 million, compared to
$25.6 million for the quarter ended March 31, 2004.

During the 2005 first quarter, in connection with its
reorganization proceedings commenced on November 21, 2004 and
described below, the Company recorded reorganization expenses of
$5.7 million in professional fees.

The net loss for the 2005 first quarter was $45.4 million, or
$1.52 per share, compared to a net loss of $48.9 million, or $1.63
per share, in the first quarter of 2004.

As disclosed in March 2005, the Company reached a settlement with
the State of Indiana's Revenue Department covering state income
taxes resulting from the non-deductibility of wagering taxes in
computing Indiana state taxes.  Consequently, an additional $2.5
million of income taxes were recorded in the first quarter 2005
for these prior year taxes.

Given the transfer of the management of Trump 29 Casino in
Coachella, California to the Twenty Nine Palms Band of Luiseno
Mission Indians of California in the fourth quarter of 2004, the
results of THCR Management Services, LLC for the first quarter
2004 of $2.2 million are reflected as a discontinued operation.

Provisions for income taxes in the first quarter of 2004 include
a $19.1 million charge resulting from the aforementioned non-
deductibility of wagering taxes in computing Indiana state income
taxes.

EBITDA for the quarter ended March 31, 2005 was $45.9 million,
compared to $52.2 million reported for the quarter ended March 31,
2004.  Readers are advised that the term "EBITDA" is not a measure
of financial performance under generally accepted accounting
principles.  The Company uses EBITDA because it believes that it
is used by certain investors in measuring an entity's operating
performance.  A reconciliation of EBITDA to income from operations
and net loss is included in the attached schedules.

On November 21, 2004, the Company commenced its reorganization
proceedings.  For information on the process, including the
detailed disclosure statement, plan of reorganization and
confirmation order, interested parties are encouraged to visit the
Company's Web site at http://www.thcrrecap.com/ The plan of
reorganization was confirmed April 5, 2005, as amended April 11,
2005.  The effective date for the closing is now scheduled for May
12, 2005.

As previously announced, the Plan, which was supported by an
overwhelming percentage of its equity holders and bondholders,
calls for an approximately $400 million reduction in the
Company's indebtedness with a reduced interest rate to 8.5%,
representing an annual interest expense savings of approximately
$98 million.  The Plan also permits a working capital facility of
up to $500 million secured by a first priority lien on
substantially all of the Company's assets, which is expected to
allow the Company to refurbish and expand its current properties
and permit the Company to enter into new and emerging markets.

                           Trump Taj Mahal

Trump Taj Mahal Associates reported net revenues of $112.6 million
for the 2005 first quarter, compared to $112.7 million for the
same quarter in 2004.  Income from operations for the quarter
ended March 31, 2005 was $10.1 million, compared to $12.1 million
for the quarter ended March 31, 2004.  EBITDA was $22.9 million
for the quarter ended March 31, 2005, compared to $25.1 million
for the quarter ended March 31, 2004.

                             Trump Plaza

Trump Plaza Associates reported net revenues of $63.9 million for
the 2005 first quarter, compared to $65.6 million for the same
quarter in 2004.  Income from operations for the 2005 first
quarter was $2.0 million, compared to of $4.5 million for the 2004
first quarter.  EBITDA was $7.6 million for the quarter ended
March 31, 2005, compared to $10.6 million for the same quarter in
2004.

                            Trump Marina

Trump Marina Associates reported net revenues of $57.7 million for
the 2005 first quarter, compared to net revenues of $58.2 million
for the 2004 first quarter.  Income from operations for the
quarter ended March 31, 2005 was $4.7 million, compared to
$4.0 million for the quarter ended March 31, 2004.  EBITDA was
$10.4 million for the quarter ended March 31, 2005, compared to
$9.8 million for the quarter ended March 31, 2004.

                            Trump Indiana

Trump Indiana, Inc., reported net revenues of $32.9 million for
the first quarter ended March 31, 2005, compared to net revenues
of $37.4 million for the quarter ended March 31, 2004.  Income
from operations for the quarter ended March 31, 2005 was
$4.0 million, compared to $5.5 million for the quarter ended March
31, 2004.  Trump Indiana's EBITDA for the 2005 first quarter was
$7.2 million, compared to EBITDA of $8.9 million for the 2004
first quarter.

                        Trump Atlantic City

Trump Atlantic City Associates' combined net revenues of Plaza
Associates and Taj Associates for the quarter ended March 31, 2005
was $176.5 million, compared to $178.3 million for the quarter
ended March 31, 2004. Income from operations for the quarter ended
March 31, 2005 was $8.0 million, compared to income from
operations of $16.6 million for the quarter ended March 31, 2004.
Income from operations was reduced by $4.1 million of
reorganization expenses in first quarter 2005.  EBITDA for the
2005 first quarter was $30.5 million, compared to $35.6 million
for the same period in 2004.

                        Trump Casino Holdings

Trump Casino Holdings, LLC's combined net revenues of Marina
Associates and Trump Indiana for the quarter ended March 31, 2005
were $90.7 million, compared to $95.6 million for the quarter
ended March 31, 2004.  Income from operations for the quarter
ended March 31, 2005 was $8.2 million, compared to $10.7 million
for the quarter ended March 31, 2004.  Income from operations was
reduced by $1.6 million of reorganization expenses in the first
quarter of 2005.  EBITDA for the quarter ended March 31, 2005 was
$17.3 million, compared to EBITDA of $18.2 million for the same
period in 2004.


                 Trump Hotels & Casino Resorts, Inc.
          Condensed Consolidated Statements of Operations
              For the three months ended March 31, 2005
                             (Unaudited)
                           (In thousands)

REVENUES
    Casino                                             $290,008
    Rooms                                                17,134
    Food & beverage                                      28,337
    Other                                                 8,649
    Promotional Allowances                              (76,947)
                                                       --------
Net revenues                                            267,181
                                                       --------
COSTS & EXPENSES
    Gaming                                              138,301
    Rooms                                                 6,565
    Food & beverage                                       9,382
    General & administrative                             66,999
                                                       --------
Total expenses                                          221,247
                                                       --------
EBITDA                                                   45,934
Less:
    CRDA                                                  1,105
    Depreciation & Amortization                          24,776
    Reorganization expenses                               5,681
                                                       --------
Income (loss) from operations                            14,372
                                                       --------
Interest income                                            (470)
Interest expense                                         54,987
Other non-operating (income) expense, net                  (120)
                                                       --------
Total non-operating expense, net                         54,397
                                                       --------
Loss before loss in joint venture & income taxes        (40,025)
Loss in joint venture                                      (605)
Provision for income taxes                               (4,763)
                                                       --------
Loss before discontinued operations                     (45,393)
Discontinued operations:                                      -
                                                       --------
NET LOSS                                               ($45,393)
                                                       ========


                   Trump Atlantic City Associates
           Condensed Consolidated Statements of Operations
              For the three months ended March 31, 2005
                             (Unaudited)
                           (In thousands)

REVENUES
    Casino                                             $193,511
    Rooms                                                12,499
    Food & beverage                                      20,534
    Other                                                 6,288
    Promotional Allowances                              (56,308)
                                                       --------
Net revenues                                            176,524
                                                       --------
COSTS & EXPENSES
    Gaming                                               91,064
    Rooms                                                 5,317
    Food & beverage                                       6,613
    General & administrative                             43,037
                                                       --------
Total expenses                                          146,031
                                                       --------
EBITDA                                                   30,493
Less:
    CRDA                                                    842
    Depreciation & Amortization                          17,535
    Reorganization expenses                               4,072
                                                       --------
Income (loss) from operations                             8,044
                                                       --------
Interest income                                            (324)
Interest expense                                         37,698
Other non-operating (income) expense, net                   (65)
                                                       --------
Total non-operating expense, net                         37,309
                                                       --------
Loss before income taxes                                (29,265)
Provision for income taxes                               (1,006)
                                                       --------
NET LOSS                                               ($30,271)
                                                       ========


                     Trump Casino Holdings, LLC
           Condensed Consolidated Statements of Operations
              For the three months ended March 31, 2005
                             (Unaudited)
                           (In thousands)
REVENUES
    Casino                                              $96,497
    Rooms                                                 4,635
    Food & beverage                                       7,803
    Other                                                 2,361
    Promotional Allowances                              (20,639)
                                                       --------
Net revenues                                             90,657
                                                       --------
COSTS & EXPENSES
    Gaming                                               47,237
    Rooms                                                 1,248
    Food & beverage                                       2,769
    General & administrative                             22,107
                                                       --------
Total expenses                                           73,361
                                                       --------
EBITDA                                                   17,296
Less:
    CRDA                                                    263
    Depreciation & Amortization                           7,200
    Reorganization expenses                               1,609
                                                       --------
Income (loss) from operations                             8,224
                                                       --------
Interest income                                            (140)
Interest expense                                         16,284
Other non-operating (income) expense, net                   (55)
                                                       --------
Total non-operating expense, net                         16,089
                                                       --------
Loss before loss in joint venture & income taxes         (7,865)
Los in joint venture                                       (605)
Provision for income taxes                               (3,757)
                                                       --------
NET LOSS                                               ($12,227)
                                                       ========


                     Trump Taj Mahal Associates
                 Condensed Statements of Operations
             For the three months ended March 31, 2005
                             (Unaudited)
                           (In thousands)

REVENUES
Casino                                                 $122,757

    # of Slots                                            4,330
    Win per Slot/Day                                        192
    Slot Win                                             74,914

    # of Tables                                             127
    Win per Table/Day                                     3,669
    Table Win                                            41,933
    Table Drop                                          221,263
    Hold %                                                   19%

    Poker, Keno, Race Win                                 5,910

Rooms                                                     7,239

    # of Rooms Sold                                      98,938
    AVG Room Rates                                           73
    Occupancy %                                            87.9%

Food & Beverage                                          12,227

Other                                                     3,636

Promotional allowances                                  (33,253)
                                                       --------
Net revenues                                            112,606
                                                       --------
COSTS & EXPENSES
    Gaming                                               55,384
    Rooms                                                 3,310
    Food & beverage                                       4,221
    General & admin                                      26,793
                                                       --------
Total expenses                                           89,708
                                                       --------
EBITDA                                                  $22,898
                                                       ========

A reconciliation of EBITDA to income from
operations for each of the periods is as follows:

EBITDA                                                  $22,898

Depreciation and amortization                           (12,295)

Reorganization expenses                                     (10)

Non-cash write-downs and charges related to
required regulatory obligations (CRDA)                     (516)
                                                       --------
Income from operations                                  $10,077
                                                       ========


                       Trump Plaza Associates
                  Condensed Statements of Operations
              For the three months ended March 31, 2005
                             (Unaudited)
                           (In thousands)

REVENUES
Casino                                                  $70,754

    # of Slots                                            2,829
    Win per Slot/Day                                        206
    Slot Win                                             52,375

    # of Tables                                              91
    Win per Table/Day                                     2,244
    Table Win                                            18,379
    Table Drop                                          121,102
    Hold %                                                 15.2%

Rooms                                                     5,260

    # of Rooms Sold                                      71,662
    AVG Room Rates                                        73.40
    Occupancy %                                            88.1%

Food & Beverage                                           8,307

Other                                                     2,652

Promotional allowances                                  (23,055)
                                                       --------
Net revenues                                             63,918
                                                       --------
COSTS & EXPENSES
    Gaming                                               35,680
    Rooms                                                 2,007
    Food & beverage                                       2,392
    General & admin                                      16,224
                                                       --------
Total expenses                                           56,303
                                                       --------
EBITDA                                                   $7,615
                                                       ========

A reconciliation of EBITDA to income from
operations for each of the periods is as follows:

EBITDA                                                   $7,615

Depreciation and amortization                            (5,240)

Reorganization expenses                                     (10)

Non-cash write-downs and charges related to
required regulatory obligations (CRDA)                     (326)
                                                       --------
Income from operations                                   $2,039
                                                       ========


                       Trump Marina Associates
                 Condensed Statements of Operations
              For the three months ended March 31, 2005
                             (Unaudited)
                           (In thousands)

REVENUES
Casino                                                  $63,033

    # of Slots                                            2,546
    Win per Slot/Day                                        215
    Slot Win                                             49,223

    # of Tables                                              75
    Win per Table/Day                                     2,031
    Table Win                                            13,711
    Table Drop                                           76,077
    Hold %                                                   18%

    Poker, keno, race win                                    99

Rooms                                                     3,953

    # of Rooms Sold                                      52,075
    AVG Room Rates                                        75.91
    Occupancy %                                            79.5%

Food & Beverage                                           7,017

Other                                                     1,915

Promotional allowances                                  (18,205)
                                                       --------
Net revenues                                             57,713
                                                       --------
COSTS & EXPENSES
    Gaming                                               29,374
    Rooms                                                   766
    Food & beverage                                       1,566
    General & admin                                      15,639
                                                       --------
Total expenses                                           47,345
                                                       --------
EBITDA                                                  $10,368
                                                       ========

A reconciliation of EBITDA to income from
operations for each of the periods is as follows:

EBITDA                                                  $10,368

Depreciation and amortization                            (5,433)

Reorganization expenses                                     (10)

Non-cash write-downs and charges related to
required regulatory obligations (CRDA)                     (263)
                                                       --------
Income from operations                                   $4,662
                                                       ========


                         Trump Indiana, Inc.
                 Condensed Statements of Operations
              For the three months ended March 31, 2005
                             (Unaudited)
                           (In thousands)

REVENUES
Casino                                                  $33,464

    # of Slots                                            1,624
    Win per Slot/Day                                        185
    Slot Win                                             27,076

    # of Tables                                              39
    Win per Table/Day                                     1,352
    Table Win                                             4,747
    Table Drop                                           30,271
    Hold %                                                 15.7%

    Poker                                                 1,641

Rooms                                                       682

    # of Rooms Sold                                      12,435
    AVG Room Rates                                        54.89
    Occupancy %                                            46.1%

Food & Beverage                                             786

Other                                                       446

Promotional allowances                                   (2,434)
                                                       --------
Net revenues                                             32,944
                                                       --------
COSTS & EXPENSES
    Gaming                                               17,863
    Rooms                                                   482
    Food & beverage                                       1,203
    General & admin                                       6,179
                                                       --------
Total expenses                                           25,727
                                                       --------
EBITDA                                                   $7,217
                                                       ========

A reconciliation of EBITDA to income from
operations for each of the periods is as follows:

EBITDA                                                   $7,217

Depreciation and amortization                            (1,767)

Reorganization expenses                                     (11)

Non-cash write-downs and charges related to
required regulatory obligations (CRDA)                   (1,470)
                                                       --------
Income from operations                                   $3,969
                                                       ========

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.


TRUMP HOTELS: Record Date for Plan Distributions is March 28
------------------------------------------------------------
Michel S. Pawlowski, a holder of 138,275 shares in Trump Hotels &
Casino Resorts, Inc., asked the Bankruptcy Court to uphold
February 9, 2005, as the date of record used in determining
stakeholders entitled to receive any distributions under the plan.
As previously reported, the Amended Confirmation Order changed
the distribution record date from February 9, 2005, to March 28,
2005.

According to Mr. Pawlowski, the switching of the Record Date
without informing stockholders months in advance of the
implication and possibility for the change is an "example of bait
and switch, having a detrimental effect on the stockholders."

Mr. Pawlowski relates that between December 30, 2004, and
February 15, 2005, insider-trading records indicate an
acquisition of 628,981 shares without notice to stockholders.
The information in those records, available to inside traders,
was not made available to stockholders.  The information, Mr.
Pawlowski asserts would have enabled stockholders to gain.
Instead, Mr. Pawlowski says, stockholders were left in the dark
of massive potential loss.

While stockholders fled, inside traders acted on special
information and acquired devalued stock before and after the
original record date, Mr. Pawlowski continues.  If the same
information was made available to stockholders that inside
traders used, Mr. Pawlowski believes that stockholders would have
continued to invest and not liquidate their shares.

The Original Record Date, Mr. Pawlowski adds, also provided some
assurance that if the original Chapter 11 Plan had been modified,
shareholders as of February 9, 2005, would participate in any
distribution even if they had liquidated stock after that date to
lower the anticipated loss of the Chapter 11 reorganization.

Mr. Pawlowski further asks the Court to hold up the emergence of
Trump Entertainment Resorts, Inc., from Chapter 11, pending a
review by the U.S. Securities and Exchange Commission of
potential insider trading advantages not provided to all
shareholders.

                      Equity Committee Responds

Until the Court confirmed the Plan on April 5, 2005, no official
date had been set to determine which of the Debtors' creditors
and equity security holders would be entitled to receive
distributions under the Plan, Daniel K. Astin, Esq., at The
Bayard Firm, in Wilmington, Delaware, asserts.

The Court previously set a Voting Record Date of February 9,
2005.  Mr. Astin notes that the Court explicitly provided that
the Voting Record Date was solely for determining which holders
of claims or equity interests were entitled to vote on the Plan.

Mr. Astin relates that at the Confirmation Hearing, after
consulting with the Debtors and other key creditor
constituencies, the Official Committee of Equity Security Holders
asked the Court to establish a Distribution Date of March 28,
2005.  This date was selected, Mr. Astin explains, because
March 28 was the date that the Debtors issued their press release
announcing the compromise and settlement with the Equity
Committee and the resulting Plan amendments.

Between the time the Debtors filed the initial version of the
Plan and March 28, the Debtors made substantial concessions to
the Equity Committee increasing distributions to shareholders
(other than Donald J. Trump) by $25 million or more in estimated
value.

The Equity Committee believes that Mr. Pawlowski received express
notice that the provisions of any version of the Plan filed or
distributed prior to confirmation were subject to change at, or
before, the Confirmation Hearing.  In fact, Mr. Astin points out,
the Plan defines the Distribution Record Date as the date that
could be established by order of the Court.  "Yet, rather than
heeding these admonitions, Mr. Pawlowski chose to liquidate his
equity interests in the Debtors and rely on the unconfirmed
February 9 date as a backstop, just in case a better result
materialized."

"[Mr. Pawlowski] is a disgruntled former shareholder who
apparently made the decision to cut his losses shortly before the
Equity Committee reached its settlement with the Debtors, and now
wants a second bite at the distribution to shareholders under the
Plan," Mr. Astin says.  "[Mr. Pawlowski's] desire to have his
cake and eat it too is not a sufficient justification to go back
and retroactively change the Distribution Date to an inequitable
and problematic date."

On Mr. Pawlowski's allegations of insider trading and bait-and-
switch tactics, the Equity Committee considers them as lacking in
merit and evidentiary support.  The allegations, Mr. Astin
contends, are "completely irrelevant to the consummation of the
Plan, which should be allowed to proceed in due course."

Accordingly, the Equity Committee asks the Court to deny Mr.
Pawlowski's request.

                Debtors Join Equity Committee
               in Opposing Pawlowski's Request

The Debtors tell Judge Wizmur that Mr. Pawlowski ignores these
facts:

    1. The Amended Plan dated March 30, 2005, defined the
       Distribution Record Date as, "February 9, 2005 (or such
       other date established by Bankruptcy Court order)"; and

    2. The provision in the Plan and the accompanying Disclosure
       Statement that: "[t]he Debtors reserve the right . . . to
       amend, modify or withdraw the Plan prior to the entry of
       the Confirmation Order."

Mr. Pawlowski just relied on the proposed terms of the Plan and
not on a final order, Charles A. Stanziale, Jr., Esq., at
Schwartz Tobia Stanziale Sedita & Campisano, in Montclair, New
Jersey, states.

Mr. Stanziale points out that the proposed terms of a plan are
not binding on a debtor or any other party and can not be relied
on until the time as an order confirming the plan becomes final.
Moreover, Mr. Stanziale says, Mr. Pawlowski did not object to the
Plan or the Plan's flexible provisions with respect to the
"Distribution Record Date."

"[Mr. Pawlowski] sold his common stock shares and now seeks a
belated opportunity to recoup some of his losses," Mr. Stanziale
says.  "Such opportunism should not be rewarded by the Court."

                  March 28 is the Record Date

Mr. Pawlowski withdrew his request.  The Record Date is March 28,
2005.

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.


UNIVERSAL HOSPITAL: March 31 Balance Sheet Upside-Down by $92 Mil.
------------------------------------------------------------------
Universal Hospital Services, Inc., the leader in medical equipment
lifecycle services, reported financial results for the first
quarter 2005, ended March 31, 2005.

Total revenues were $55.3 million for the first quarter of 2005,
representing a $6.3 million or 13% increase from total revenues of
$49.0 million for the same period of 2004.

Gross margin for the first quarter of 2005 totaled $23.7 million,
representing a $1.6 million or 7% increase from total gross margin
of $22.1 million for the same period of 2004.

Net income for the quarter was $1.0 million, compared to net
income of $1.4 million for the same quarter last year.

EBITDA before management/board fees and SOX compliance costs was
$20.0 million, representing a $1.4 million or 7% increase from
$18.6 million for the same period of 2004.

"We realized three consecutive months of record revenues in the
first quarter," said Gary Blackford, President and CEO.  "This is
primarily the result of our commitment to and focus on the
transition of UHS from an equipment rental company to an equipment
life cycle services company.  Our first quarter results reflect
our progress in executing on our stated strategies.  Looking
forward, we remain cautious about the hospital marketplace, but
given our execution to date, we are optimistic about the prospects
for the rest of the year."


                          About the Company

Based in Edina, Minnesota, Universal Hospital Services, Inc. is a
leading medical equipment lifecycle services company.  UHS offers
comprehensive solutions that maximize utilization, increase
productivity and support optimal patient care resulting in capital
and operational efficiencies.  UHS currently operates through more
than 75 offices, serving customers in all 50 states and the
District of Columbia.

At Mar. 31, 2005, Universal Hospital Services, Inc.'s balance
sheet showed a $92,075,000 stockholders' deficit, compared to a
$93,058,000 deficit at Dec. 31, 2004.


UAL CORP: Judge Wedoff Okays Termination of Pension Plans
---------------------------------------------------------
The Honorable Eugene Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois put his stamp of approval on United
Airlines' plan to terminate its employees' pension plans -- the
largest pension plan default in U.S. history.  About 120,000
current and retired United employees are affected by the Court's
decision.

Strikes threaten to erupt as a result of the Court's ruling.
"A strike is a real prospect if that agreement is approved," Jack
Carriglio, counsel for United's pilots, told the Associated Press.

Under the terms of the agreement, the PBGC would terminate and
become trustee of the company's four pension plans and the
agency's multi-billion dollar claims against the carrier will be
settled.  The PBGC and its financial advisers believe the
settlement is superior to the recovery the agency would have
received as an unsecured creditor in bankruptcy.

Collectively, United's pension plans are underfunded by $9.8
billion on a termination basis, $6.6 billion of which is
guaranteed, according to the PBGC.  The four plans are:

    -- the UA Pilot Defined Benefit Plan, which covers
       14,100 participants and has $2.8 billion in assets
       to pay $5.7 billion in promised benefits;

    -- the United Airlines Ground Employees Retirement Plan,
       which covers 36,100 participants and has $1.3 billion
       in assets to pay $4.0 billion in promised benefits;

    -- the UA Flight Attendant Defined Benefit Pension Plan,
       which covers 28,600 participants and has $1.4 billion
       in assets to pay $3.3 billion in promised benefits; and

    -- the Management, Administrative and Public Contact Defined
       Benefit Pension Plan, which covers 42,700 participants
       and has $1.5 billion in assets to pay $3.8 billion in
       promised benefits.

The Pension Benefit Guaranty Corporation will assume
responsibility for United's pension obligations.  The PBGC
originally opposed United's plan, but agreed to the distressed
termination in exchange for $1.5 billion of new preferred
securities that must be issued under any plan of reorganization
confirmed in United's chapter 11 cases.

The Associated Press reports that the PBGC will only guarantee $5
billion of United's $9.8 billion pension fund.

Judge Wedoff approved the carrier's deal with the PBGC because, he
found, there's nothing illegal about it and it doesn't violate the
terms of any of United's collective bargaining agreements.

"The least bad of the available choices here has got to be the one
that keeps an airline functioning, that keeps employees being
paid," Judge Wedoff said from the bench at a hearing Tuesday
afternoon.

"It's not a good outcome.  It's unfortunately a necessary
outcome," United's CFO Jake Brace told the AP.  "This is not in
any way a joyous day.  It is an important step in our
restructuring and in making our airline successful and viable for
the long term."

"We believe that this agreement, under the circumstances, is in
the best interests of the pension insurance program and its
stakeholders," said PBGC Executive Director Bradley D. Belt.  "The
PBGC has an obligation to reduce its losses for the protection of
workers and retirees, other companies that pay insurance premiums,
and taxpayers.  By reaching a settlement now, we further that
goal."

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits for about 44 million American
workers and retirees participating in over 31,000 private-sector
defined benefit pension plans.

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.


USGEN NEW ENGLAND: U.S. Trustee Objects to Plan Confirmation
------------------------------------------------------------
United States Trustee W. Clarkson McDow, Jr., tells Judge Mannes
of the U.S. Bankruptcy Court for the District of Maryland that the
Second Amended Plan of Liquidation propounded by USGen New
England, Inc., includes release and "Limitation of Liability"
provisions contrary to Section 1129(a)(1) of the Bankruptcy Code.
These provisions impermissibly limit the liability of counsel for
USGen and the Official Committee of Unsecured Creditors to their
client.

According to Mr. McDow, Rule 704 of the Rules of United States
District Court for the District of Maryland states that "[the]
Court shall apply the Rules of Professional Conduct as they have
been adopted by the Maryland Court of Appeals."  Because the
Release involves a transaction between attorney and client, the
provisions of the Maryland Lawyers' Rules of Professional Conduct
1.8 are implicated.

Mr. McDow says two subsections of the Rule are at issue:

     "(a) A lawyer shall not enter into a business, financial
         or property transaction with a client unless:

         (1) the transaction is fair and equitable to the
             client; and

         (2) the client is advised to seek the advice of
             independent counsel in the transaction and is
             given a reasonable opportunity to do so.

                          *     *     *

     (c) A lawyer shall not prepare an instrument giving the
         lawyer or a person related to the lawyer as parent,
         child, sibling, or spouse any substantial gift from
         a client, including a testamentary gift, except
         where:

         (1) the client is related to the donee; or

         (2) the client is represented by independent
             counsel in connection with the gift."

The U.S. Trustee notes that USGen's and the Committee's counsel,
who stand to benefit from a release, have the burden of proof to
demonstrate compliance with Rule 1.8(a).  The court in Hughes v.
McDaniel, 202 Md. 626, 633-34, 98 A.2d 1,4 (1953), held that:

     " . . . any challenged transaction between attorney
     and client is prima facie fraudulent and void, and the
     burden is cast upon the attorney to show that he used
     no undue influence of deception, that the transaction
     was fully understood, and that it was fair in all
     respects. . . ."

The U.S. Trustee asks the Court to deny confirmation of the Plan
absent removal or modification of those objectionable Plan
provisions.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30465). John E. Lucian,
Esq., Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig
A. Damast, Esq., at Blank Rome, LLP, represent the Debtor in its
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.  (PG&E National Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VERIZON HAWAII: S&P Hacks Rating on $300 Million Notes to B+
------------------------------------------------------------
Standard & Poor's Ratings Services withdrawn its 'A+/Watch Neg/--'
corporate credit rating on Verizon Hawaii Inc., and lowered its
rating on the company's $300 million debentures due 2006 to 'B+'
from 'A+' because of the completion of the acquisition of the
company by The Carlyle Group on May 3, 2005 for $1.6 billion.  The
ratings are removed from CreditWatch.  Verizon Hawaii has been
merged into Hawaiian Telcom Communciations Inc. (B+/Negative/--).

The debentures, which have been assumed by Hawaiian Telcom, are
assigned a recovery rating of '3' because they now share in the
collateral of Hawaiian Telcom's regulated subsidiary's assets on a
pari passu basis with Hawaiian Telcom's $950 million secured
credit facility.

The ratings on Hawaiian Telcom have been affirmed, including the
'B+/Negative/--' corporate credit rating.

"The ratings on Hawaiian Telcom reflect its aggressive financial
policy, concentrated service area, potential accelerated
competition from cable telephony, and risks associated with
building a new back-office infrastructure," said Standard & poor's
credit analyst Rosemarie Kalinowski.

Tempering factors include opportunity for growth in the long
distance and digital subscriber line (DSL) segments, a dominant
local market position, and an experienced management team.
Hawaiian Telcom's financial policy is considered aggressive
because of the leveraging up of the capital structure to
effectuate the $1.6 billion (including $300 million assumed debt)
acquisition of Verizon Hawaii from Verizon Communications Inc. by
The Carlyle Group.  Pro forma for this transaction, debt to EBITDA
is about 5.2x for 2004--higher than the metric for some of the
company's peers.


XOMA LTD: Shareholder Equity Soars by $20 Million in First Quarter
------------------------------------------------------------------
XOMA Ltd. (Nasdaq:XOMA), a biopharmaceutical company developing
antibody and protein-based drugs for cancer, immunological
disorders and infectious diseases, reported its financial results
for the quarter ended March 31, 2005.

For the first quarter of 2005, the Company reported net income of
$30.1 million compared with the first quarter of 2004 net loss of
$20.2 million.  The 2005 net income figure includes a non-
recurring gain of $40.9 million, recognizing the extinguishment of
a long-term loan due to Genentech, Inc. (NYSE: DNA) as part of a
restructuring of XOMA's arrangement with Genentech with regard to
the RAPTIVA(R) product.  XOMA's loss from operations fell by 46%,
from $20.0 million in the prior year quarter to $10.8 million in
the first quarter of 2005.  The improved results reflected higher
revenues, as well as reduced research and development expenses and
the elimination of losses from the collaboration agreement with
Genentech following its re-structuring.

As of March 31, 2005, XOMA held $61.7 million in cash, cash
equivalents and short-term investments, compared with $24.3
million at December 31, 2004.  The increase primarily reflects
$56.6 million net proceeds from the convertible note offering
completed in February of 2005, partially offset by cash used in
operating activities of $18.8 million.

"The first quarter financial results reflect several actions we've
taken to improve XOMA's financial position," said Peter Davis,
XOMA's chief financial officer.  "Re-structuring our collaboration
agreement with Genentech has had an immediate positive effect on
both revenues and expenses.  We have recorded our first revenue
from our NIAID agreement, which began in March and we have taken
steps to reduce expenses going forward. For the full year 2005 we
expect to have cut our operating losses by at least half and to
record a modest profit."

Revenues for the three months ended March 31, 2005, were
$3 million, compared with $200,000 for the three months ended
March 31, 2004.

License and collaborative fees revenues increased to $0.5 million
for the quarter, compared with $0.2 million for the same period of
2004, reflecting amortization of the $10.0 million in upfront
payments received in 2004 from Chiron, which are being recognized
as revenue over the five-year expected term of the agreement.  The
amortization of this payment began in the second quarter of 2004.

Contract revenues increased to $1.3 million for the 2005 quarter,
compared with zero in the first quarter of 2004, primarily due to
clinical trial services performed on behalf of Genentech and
contract manufacturing services performed under the NIAID contract
which began in March of this year.

Royalties of $1.2 million were recorded for the three months ended
March 31, 2005, compared with zero for the 2004 quarter.  This
increase resulted primarily from RAPTIVA(R) royalties earned under
the restructured arrangement with Genentech.  Beginning on January
1, 2005, XOMA earns a mid-single digit royalty on worldwide sales
of RAPTIVA(R).

Revenues for the next several years will be largely determined by
the timing and extent of royalties generated by worldwide sales of
RAPTIVA(R) and by the establishment and nature of future
manufacturing, outlicensing and collaboration arrangements.

                        Long-term Debt

At December 31, 2004, XOMA's balance sheet reflected a $40.9
million long-term note due to Genentech, which was extinguished
under the restructuring of the Genentech agreement that was
announced in January 2005.  In February of 2005, XOMA issued $60
million of 6.5% convertible senior notes due in 2012, which is
shown on the March 31, 2005 balance sheet as convertible long term
debt.

                 Liquidity and Capital Resources

Cash, cash equivalents and short-term investments at March 31,
2005, were $61.7 million compared with $24.3 million at December
31, 2004.  The $37.4 million increase primarily reflects cash
proceeds of $56.6 million from the February 2005 financing
partially offset by cash used in operations of $18.8 million.

Based on current spending levels, anticipated revenues, partner
funding, remaining net proceeds received from XOMA's last
underwritten public offering, and proceeds from the convertible
senior notes issued in February of 2005, the Company estimates
that it should have sufficient cash resources to meet anticipated
net cash needs through at least 2008.  Any significant revenue
shortfalls or increases in planned spending on development
programs or more rapid progress of development programs could
shorten this period. Additional licensing arrangements or
collaborations or otherwise entering into new equity or other
financing arrangements could extend this period.  Progress or
setbacks by potentially competing products may also affect XOMA's
ability to secure new funding on acceptable terms.

                    About the Company

XOMA Ltd. -- http://www.xoma.com/-- develops for
commercialization antibody and other protein-based
biopharmaceuticals to treat cancer, immune disorders and
infectious diseases.  The Company pipeline includes proprietary
products along with collaborative product development programs
with Chiron Corporation, Millennium Pharmaceuticals, Inc., and
Aphton Corporation.  The Company also has a royalty interest in
RAPTIVA(R), a product marketed worldwide that was developed under
a collaboration arrangement with Genentech, Inc.

At March 31, 2005, XOMA Ltd.'s balance sheet showed $6,542,000 of
positive equity, compared to a $24,610,000 stockholders' deficit
at Dec. 31, 2004.


YUKOS OIL: Fulbright Asks Court to Seal Distribution Motion
-----------------------------------------------------------
On March 18, 2005, Fulbright & Jaworski L.L.P. filed an Expedited
Motion for Order Authorizing Distribution From Retainer Pending
Approval of Final Fee Application.  Pursuant to Local Bankruptcy
Rule 2016(g), Fulbright filed detailed descriptions of its
services rendered, time spent, hourly rates charged, and the name
of the professional or paraprofessional performing the work from
the Petition Date through February 28, 2005.

According to Zack A. Clement, Esq., at Fulbright & Jaworski
L.L.P., in Houston, Texas, the body of the Motion for
Distribution and an exhibit refer to a Yukos arbitration file that
is being handled by Fulbright other than the U.S. Bankruptcy
Restructuring File.  "The Arbitration Agreement in the arbitration
matter contains confidentiality provisions, which arguably
preclude the disclosure of even the existence of the arbitration."

While there are clear exceptions to these provisions, like
disclosures lawfully required in related judicial proceedings,
Mr. Clement relates, the Fulbright arbitration attorneys have
sought input from opposing counsel in the arbitration.

Accordingly, to protect any confidential information and out of an
abundance of caution, Fulbright asks the U.S. Bankruptcy Court for
the Southern District of Texas to seal the Motion for
Distribution.

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)

                          *********

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,
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affiliated with a TCR editor holds some position in the issuers'
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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
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For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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